Undisputed Claims. A party (the "Indemnified Party") may assert a Claim that it is entitled to, or may become entitled to, indemnification under this Agreement by giving notice of its Claim to the party or parties that are, or may become, required to indemnify the Indemnified Party (the "Indemnifying Party," whether one or more), providing reasonable details of the facts giving rise to the Claim and a statement of the Indemnified Party's loss, damage or expense (including attorneys' fees and costs) incurred, suffered or paid (collectively, the "Loss") in connection with the Claim or an estimate of the amount of the Loss that it reasonably anticipates that it will incur or suffer. If the Indemnifying Party does not object to the Claim during the 20 day period following the date of delivery of the Indemnified Party's notice of its Claim (the "Objection Period"), the Claim shall be considered undisputed and the Indemnified Party shall be entitled to recover the amount of its Loss. The fact that a Claim is not disputed by the Indemnifying Party shall not constitute an admission or create any inference that the asserted Claim is valid for any purpose other than the indemnity obligation of the Indemnifying Party as to such Claim pursuant to this Section 9.
Undisputed Claims. If following receipt of a Claim (i) Escrow Agent receives from Seller written notice of consent or agreement to all or part of such Claim, (ii) an Objection Notice objects to only part of such Claim, or (iii) within the Objection Period, Seller shall not have delivered to Buyer and Escrow Agent an Objection Notice with regard to such Claim, then Escrow Agent shall promptly pay to Buyer from the Escrow Amount an amount equal to the part of such Claim that is consented to by Seller, uncontested, or requested by Buyer, as applicable, together with any interest or other investment income accrued thereon.
Undisputed Claims. Indevus shall, if it agrees with Esprit’s determination of non-conformance, replace any such non-conforming Finished Products and/or Samples with an equal quantity of Finished Products and/or Samples complying with the Specifications at no additional cost to Esprit and without undue delay; provided that Catalent, Helsinn and Xxxxxx have not breached their respective obligations relating to the supply of Compound, Finished Products and/or Samples, as applicable, under the Catalent Agreements, the Helsinn Agreements, the Xxxxxx Supply Agreement, respectively. Esprit shall dispose of any Finished Products and/or Samples that are not in compliance with the Specifications at Indevus’ cost, except that Esprit shall follow any reasonable instructions from Indevus to return to Indevus or its designee or otherwise dispose of such non-conforming Finished Products and/or Samples in another manner at Indevus’ cost. If Indevus is in agreement with the determination of non-conformance, Esprit may credit any amounts representing any charges relating to such non- conforming and replacement Finished Products and/or Samples or receive a refund of any amounts paid. In the event that any Finished Products and/or Samples shipment or Batch thereof is ultimately agreed or found to meet the Specifications, Esprit shall accept and pay for such shipment or Batch.
Undisputed Claims. NPI shall, if it agrees with JDS’s complaint, replace any such non-conforming Products with an equal quantity of Products complying with the Specifications at no cost to JDS and without undue delay subject to the provisions of Section 8.2 of this Agreement (force majeure). JDS shall dispose of any Products that are not in compliance with the Specifications at NPI cost, and in compliance with all applicable laws, except that JDS shall follow any reasonable instructions from NPI to return such Products to NPI, in which case, NPI shall provide JDS with a written certification that all Products returned to NPI were destroyed in accordance with applicable laws, rules, and regulations. NPI will reimburse JDS for the out-of-pocket costs of JDS for any Materials, including any active pharmaceutical ingredient, supplied by or paid for by JDS and contained in the non-conforming Products where the cause for the non-conforming product loss is within control of NPI. NPI shall not be responsible for active pharmaceutical ingredient, that is lost, spilled, scrapped or damaged in the ordinary course of business in an amount up to and including an agreed upon yield loss of the active pharmaceutical ingredient supplied by JDS or paid for by JDS. The ongoing yield loss percentage will be based on the first ten (10) production lots, and the percentage loss will be reached by mutual agreement between the Parties. (b)
Undisputed Claims. Naturo shall, if it agrees with BevCanna’s complaint, and if such non‐conformities were within the control of Naturo, were caused by the negligence of Naturo or arose as a result of a breach of this Agreement by Naturo (“Naturo Fault”), replace any such non‐conforming Finished Products at no cost to BevCanna within the Replacement Period with an equal quantity of Finished Product complying with the Specifications and with Naturo’s obligations under this Agreement. Naturo shall reimburse BevCanna for all reasonable shipping, handling and storage charges incurred in association with such non‐conforming Finished Product and for the Materials used in such non‐conforming Finished Product. Naturo shall have the initial right of rectification (reprocessing) instead of replacement, if feasible.
Undisputed Claims. 10 Section 6.05.
Undisputed Claims. To the extent an Indemnified Party delivers a ----------------- notice to the Indemnifying Party in accordance with Section 10.3(a) and within --------------- fifteen business days of the date that such notice was delivered, the Indemnifying Party has not notified the Indemnified Party in writing of a dispute with such claim, such Indemnified Party shall be entitled to payment in full of such claim.
Undisputed Claims. Indevus shall, if it agrees with Odyssey’s determination of non-conformance, replace any such non-conforming Finished Product with an equal quantity of Finished Product complying with the Specifications at no additional cost to Odyssey and without undue delay. Odyssey shall dispose of any Finished Product that is not in compliance with the Specifications at Indevus’s cost, except that Odyssey shall follow any reasonable instructions from Indevus to return to Indevus or its designee or otherwise dispose of such non-conforming Product in another manner at Indevus’s cost. Indevus will, if in agreement with the determination of non-conformance, issue a credit to Odyssey representing any charges relating to such non-conforming and replacement Product. In the event that any Finished Product shipment or batch thereof is ultimately agreed or found to meet the Specifications, Odyssey shall accept and pay for such shipment or batch.
Undisputed Claims. NPI shall, if it agrees with Allendale’s complaint, replace any such Products with an equal quantity of Products complying with the Specifications at no cost to Allendale and without undue delay subject to the provisions of Section 8.2 of this Agreement (force majeure). Allendale shall dispose of any Products that are not in compliance with the Specifications at NPI cost, and in compliance with all applicable laws, except that Allendale shall follow any reasonable instructions from NPI to return such Products to NPI.
Undisputed Claims. Supplier shall, if it agrees with ----------------- Interneuron's complaint, replace any such non-conforming Compound with an equal quantity of the Compound complying with the Specifications at no cost to Interneuron and without undue delay. Interneuron shall dispose of any Compound which is not in compliance with the Specifications at Supplier's cost, except that Interneuron shall follow any reasonable instructions from Supplier to return to Supplier or otherwise dispose of such non-conforming Compound in another manner at Supplier's cost.
