Direct Claims definition

Direct Claims has the meaning set forth in Section 8.04(a).

Direct Claims mean any claim or claims (other than Third Party Claims) by an Indemnified Party against an Indemnifying Party for which the Indemnified Party may seek indemnification under this Agreement.

Direct Claims has the meaning Section 8.6(a) specifies.

Examples of Direct Claims in a sentence

• Any determination as to the resolution of any unsatisfied Third-Party Claims and Direct Claims shall be made in accordance with Article VII of this Agreement and upon such resolution, Buyer and Seller Representative shall deliver to the Escrow Agent joint written instructions in accordance with the Escrow Agreement instructing the Escrow Agent to deliver funds from the Indemnification Escrow in accordance with the resolution of such Third-Party Claim or Direct Claim, as the case may be.

• The matters set forth in Sections 5.4 (Procedures for Third Party Claims), 5.5 (Procedures for Direct Claims), 5.6 (Cooperation in Defense and Settlement), 5.7 (Indemnification Payments), 5.8 (Indemnification Obligations Net of Insurance Proceeds and other Amounts), and 5.11 (No Duplication; No Double Recovery) of the Separation and Distribution Agreement are hereby incorporated by reference into this Agreement, and shall apply mutatis mutandis to the indemnification provided pursuant to this ARTICLE V.

• With respect to Direct Claims, following receipt of notice from the Indemnified Party of a Claim, the Indemnifying Party shall have 30 days to make such investigation of the Claim as the Indemnifying Party considers necessary or desirable.

More Definitions of Direct Claims

Direct Claims means claims other than Third Party Claims. "Direct Claim" means one of the Direct Claims.

Direct Claims is defined in Section 8.10(b).

Direct Claims has the meaning set forth in Section 6.6.

Direct Claims has the meaning set forth in the definition of “Losses.”

Direct Claims has the meaning set forth in Section 3.5(a).

Direct Claims means any Claim that is not a Third-Party Claim. The Seller will have a period of thirty (30) days following its receipt of the notice of a Direct Claim (the “Direct Claim Response Period”) to respond in writing to such Direct Claim. If the Seller does not so respond within such Direct Claim Response Period, the Seller will be deemed to have rejected such claim, in which event the Buyer will be free to pursue such remedies as may be available to the Buyer on the terms and subject to the provisions of this Agreement. If an objection is timely interposed by the Seller, then the Buyer and the Seller shall negotiate in good faith for a period of thirty (30) days from the date the Buyer receives such objection (such period, or such longer period as agreed in writing by the parties, is hereinafter referred to as the “Negotiation Period”). If the Negotiation Period has not resulted in a resolution of the Direct Claim that is the subject of the Direct Claim Notice prior to the expiration thereof, the Buyer or the Seller may submit the dispute for resolution to a court of competent jurisdiction and each will be free to pursue such remedies as may be available to them on the terms and subject to the provisions of this Agreement.

Direct Claims has the meaning set forth in Section 10.05(a).