Examples of Notice of Direct Claim in a sentence
The Notice of Direct Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such claim.
The lack of a response from the Indemnifying Party to a Notice of Direct Claim shall be interpreted as its agreement to the obligation to indemnify relating thereto.
If the parties are unable to resolve the Direct Claim within thirty (30) days of the Indemnifying Party's receipt of the Notice of Direct Claim, then the parties shall be entitled to resolve the same in a court of law (subject to the provisions of Section 15.20 hereof).
The Indemnifying Party shall respond to the Notice of Direct Claim within up to 15 Business Days as from receipt of such notice, informing whether it agrees or disagrees with the content of the Notice of Direct Claim and the resulting obligation to indemnify.
The Indemnified Party’s failure to send a Notice of Direct Claim in the timing set forth herein shall exempt the Indemnifying Party from the indemnification obligation set forth in this Article 8.
If the Stockholders’ Representative on behalf of the Indemnifying Parties does not give notice to the Indemnified Party that they dispute such claim within thirty (30) days after its receipt of the Notice of Direct Claim, the claim specified in such Notice of Direct Claim will be conclusively deemed a Loss subject to indemnification hereunder.
Each Notice of Direct Claim shall set forth (i) a brief description of the nature of the claim and the basis therefor, (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), and (iii) whether such Loss may be covered (in whole or in part) under any insurance and the estimated amount of such Loss which may be covered under such insurance.
Should the Indemnifying Party agree to be liable for the payment of the Loss in question, and with the amount presented in the Notice of Direct Claim (or should the Indemnifying Party fail to respond to a Notice of Direct Claim within the term set forth in Section 9.3.2), the Direct Claim shall be construed as a notice of Loss for the purposes of this Agreement and, subject to provisions of this ARTICLE 9, the Indemnifying Party shall pay to the Indemnified Party the claimed indemnity.
The Indemnifying Party will have thirty (30) days from receipt of such Notice of Direct Claim to dispute the claim by providing written notice of such objection, which notice shall describe the grounds for such objection in reasonable detail.
If the amount of Losses set forth in a Notice of Direct Claim are estimated or not fully known at the time the Notice of Direct Claim is delivered, the Indemnified Party shall from time to time notify the Purchaser, if the Purchaser is the Indemnifying Party, or Seller Representative, if either of the Sellers is the Indemnifying Party, of the revised amount of Losses with respect to such indemnification claim as the same are finally determined).