Claim for Indemnification definition

Claim for Indemnification means a written notice by Buyer or Sellers to the other asserting a claim under §8 delivered in accordance with the Escrow Agreement or §10(h), as the case may be; provided, however, that such notice shall be sufficient if it provides a general description of the Adverse Consequences that the Indemnified Party may suffer, with an estimate of the extent of the dollar amount of Adverse Consequences.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Claim for Indemnification means a written notice by Buyer to Seller or Seller to Buyer, as the case may be, asserting a claim under Article VIII delivered in accordance with Section 10.6. Such notice shall provide, in reasonable detail, (i) a general description of the Losses that the Indemnified Party has suffered, or is reasonably likely to suffer, (ii) the dollar amount of such Losses (or an estimate thereof, if reasonably determinable), (iii) the breach of representation, warranty, covenant, or agreement set forth in this Agreement giving rise to such Losses, and (iv) the facts and circumstances underlying such asserted breach.

Claim for Indemnification means a good faith written notice by the Buyer Indemnitees or the Seller Indemnitees asserting a claim for Losses under Article VIII delivered in accordance with Section 10.6. Such notice shall provide, in reasonable detail: (i) a specific description of the Losses that the Indemnified Party has suffered, or is reasonably likely to suffer; (ii) the dollar amount of such Losses (to the extent known or ascertainable, or if not, a good faith estimate of the amount thereof with reasonable explanation of the basis for the estimate); (iii) the representation, warranty or covenant set forth in this Agreement the breach of which is giving rise to such Losses; and (iv) the facts and circumstances underlying such asserted breach.

Examples of Claim for Indemnification in a sentence

• D To facilitate the payment of any Claim for Indemnification hereunder Departments shall be billed in accordance with Exhibit B either as an Expenditure or through the Service Fees.

• Failure to timely respond shall constitute a final and binding acceptance of the Claim for Indemnification by the Indemnifying Party, and the Claim for Indemnification shall be paid in accordance with §8(g).

• The Indemnifying Party shall have 30 days to object to the Claim for Indemnification by delivery of a written notice of such objection to the Indemnified Party specifying in reasonable detail the basis for such objection.

• The Indemnifying Party shall have thirty (30) days to object to the Claim for Indemnification by delivery of a written notice of such objection to the Indemnified Party specifying in reasonable detail the basis for such objection.

• Except as otherwise provided in Section 13.4 (Claim for Indemnification), each Party (such Party referred to as the “Defending Party”) will have the sole right, but not the obligation, to defend against any Third Party Claims made against it with respect to its activities hereunder.

• Except as otherwise provided in Section 13.3 (Claim for Indemnification) and excluding Infringement or Invalidity Claims, each Party (such Party referred to as the “Defending Party”) will have the sole right, but not the obligation, to defend against any Third Party Claims made against it with respect to its activities hereunder.

• The Indemnifying Party shall have thirty (30) days to object to the Claim for Indemnification by delivery of a written notice of such objection to the Indemnified Party.

• If an objection is delivered by the Indemnifying Party, then the Indemnified Party and the Indemnifying Party shall negotiate in good faith for a period of 20 Business Days from the date the Indemnified Party receives such objection prior to commencing any Proceeding with respect to such Claim for Indemnification.

• As provided in Section 4 of this Agreement, administrative fees are used to offset the costs associated with the AACS LA's administration of the AACS Technology.

• If an objection is timely interposed by the Indemnifying Party, then the Indemnified Party and the Indemnifying Party shall negotiate in good faith for a period of twenty (20) Business Days from the date the Indemnified Party receives such objection prior to commencing any arbitration, formal legal action, suit or proceeding with respect to such Claim for Indemnification.

More Definitions of Claim for Indemnification

Claim for Indemnification means a written notice by Buyer or Seller to the other asserting with reasonable particularity (including an estimate of the extent of the dollar amount of Adverse Consequences) a claim under §8 delivered in accordance with §10(g).

Claim for Indemnification has the meaning ascribed to such term in Section 5(a) of this Agreement.

Claim for Indemnification means a claim for indemnification pursuant to Article 10 of this Agreement;