Assertion of Claim Sample Clauses

The Assertion of Claim clause establishes the process by which a party formally notifies the other party of a claim or dispute arising under the agreement. Typically, this clause outlines the required method and timing for submitting a claim, such as providing written notice within a specified period after the event giving rise to the claim occurs. Its core practical function is to ensure that all parties are promptly and clearly informed of potential disputes, thereby facilitating timely resolution and preventing surprises or delays in addressing issues.
Assertion of Claim. In the event that any Claim or Proceeding is asserted or imposed against any party hereto, and such Claim or Proceeding involves a matter which is subject to a claim for indemnification under this Section 9, then such party (an “Indemnified Party”) shall promptly give written notice to the other party (the “Indemnifying Party”) of such claim, Action or Proceeding, and such Indemnifying Party shall have the right to join in the defense of said claim, Action or Proceeding, at such Indemnifying Party’s own cost and expense, and if the Indemnifying Party agrees in writing to be bound by and to promptly pay the full amount of any final judgment from which no further appeal may be taken and if the Indemnified Party is reasonably assured of the Indemnifying Party’s ability to satisfy such agreement, then at the option of the Indemnifying Party, such Indemnifying Party may take over the defense of such claim, Action or Proceeding, except that, in such case, the Indemnified Party shall have the right to approve any attorney or counsel selected by the Indemnifying Party (which approval shall not be unreasonably delayed or withheld) and to join in the defense of said claim, Action or Proceeding at its own cost and expense. In no event shall COMPANY institute, settle or otherwise resolve any claim or potential claim, Action or Proceeding relating to the Product(s) or any trademarks, patents or other intellectual property of or licensed to PFIZER without the prior written consent of PFIZER.
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Assertion of Claim. Buyer or Seller under Paragraphs 9.(b) and (c), respectively (“Indemnified Party”), shall give notice to the other (“Indemnifying Party”) as soon as reasonably possible after the Indemnified Party has actual knowledge of any claim to which the Indemnifying Party has an obligation to indemnify, including the amount, if known, and shall promptly supply any other information in possession of the Indemnified Party supporting the claim. The omission by the Indemnified Party to give Notice as soon as reasonably possible will not relieve the Indemnifying Party of its indemnification obligations, unless the failure to give notice to the Indemnifying Party materially prejudices the Indemnifying Party or notice is given after the end of the survival period of the applicable representation of warranty or other basis of the claim. All indemnification claims must be asserted by giving notice within the survival period of the applicable representation or warranty or other basis for the claim.
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Assertion of Claim. (a) Promptly after the receipt by an Indemnified Party of notice of the assertion of any claim or the commencement of any action against him, her or it in respect of which indemnity may be sought against the Banks hereunder (an "Assertion"), such Indemnified Party shall apprise the Banks, through a notice to each of them, of such Assertion. The failure to so notify the Banks shall not relieve the Banks of liability they may have to such Indemnified Party hereunder, except to the extent that failure to give such notice results in material prejudice to the Banks. (b) Any Bank receiving a notice under paragraph (a) shall forward it to the Committee (which, if not in existence, shall be formed at the instance of such Bank to consider the matter). The Banks, through the Committee, shall be entitled to participate in, and to the extent the Banks, through the Committee, elect in writing on thirty days' notice, to assume, the defense of an Assertion, at their own expense, with counsel chosen by them and satisfactory to the Indemnified Party. Notwithstanding that the Banks, through the Committee, shall have elected by such written notice to assume the defense of any Assertion, such Indemnified Party shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by such Indemnified Party, but in such event the fees and expenses of such separate counsel shall be paid by such Indemnified Party and shall not be subject to indemnification by the Banks unless (i) the Banks, through the Committee, shall have agreed to pay such fees and expenses, (ii) the Banks shall have failed to assume the defense of such Assertion and to employ counsel satisfactory to such Indemnified Party, or (iii) in the reasonable judgment of such Indemnified Party, based upon advice of his, her or its counsel, a conflict of interest may exist between the Banks and such Indemnified Party with respect to such Assertion, in which case, if such Indemnified Party notifies the Banks, through the Committee, that such Indemnified Party elects to employ separate counsel at the Banks' expense, the Banks shall not have the right to assume the defense of such Assertion on behalf of such Indemnified Party. Notwithstanding anything to the contrary in this Article VIII, neither the Banks, through the Committee, nor the Indemnified Party shall settle or compromise any action or consent to the entering of any judgment (x) without the prior written consent of the other, w...
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Assertion of Claim. The indemnification provisions set forth in Sections 9.1 and 9.2 above are conditioned upon the party claiming indemnification (i) promptly furnishing the other party with written notice of each Claim or Proceeding by reason of which there may be a Loss for which indemnity will be claimed, (ii) permitting the indemnifying party to assume the defense and/or settlement of such Claim or Proceeding at its sole cost and expense, and (iii) cooperating at the other party's reasonable request and expense in such defense and/or settlement. The indemnified party may hire counsel of its choice at its own cost and participate in the defense. In no event shall either party institute, settle or otherwise resolve any Claim or Proceeding that involves other than payment of monetary damages without the prior written consent of the other party, not to be unreasonably withheld, delayed or conditioned.
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Assertion of Claim. In the event that any third party Claim is asserted against any party entitled to indemnification pursuant to Sections 9.1 or 9.2, or any such person is made a party defendant to such Third Party Claim, and the Third Party Claim involves a matter which is subject to a claim for indemnification under this Section 9, then such party (an "Indemnified Party") shall promptly give written notice to the other party or parties (the "Indemnifying Party") of such Third Party Claim and such Indemnifying Party shall have the right to control the defense of said Third Party Claim, at such Indemnifying Party's own cost and expense except that, the Indemnified Party shall have the right to join in the defense of said Third Party Claim at its own cost and expense. In no event shall a party institute, settle or otherwise resolve any Third Party Claim relating to the any trademarks, patents or other intellectual property of or licensed to the other party without the prior written consent of the other party.
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Assertion of Claim. Buyer or Sellers (“Indemnified Party”), as applicable, shall give notice to the other (“Indemnifying Party”) as soon as reasonably possible after the Indemnified Party has actual knowledge of any claim to which the Indemnifying Party has an obligation to indemnify, including the amount, if known, and shall promptly supply any other information in possession of the Indemnified Party supporting the claim. The omission by the Indemnified Party to give Notice as soon as reasonably possible will not relieve the Indemnifying Party of its indemnification obligations, unless the failure to give notice to the Indemnifying Party materially prejudices the Indemnifying Party or notice is given after the end of the survival period of the applicable representation of warranty or other basis of the claim. All indemnification claims must be asserted by giving notice within the survival period of the applicable representation or warranty or other basis for the claim. Buyer shall have the right to set off any Damages it may incur against the amount it owes Sellers. This right of set off shall be in addition to any other rights or remedies Buyer may have against Sellers.
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Assertion of Claim. (a) At any time prior to the Settlement Time, Buyer or its successors may assert (i) a claim (a "Claim") for payment pursuant to Section 2.5 of the Asset Purchase Agreement and/or (ii) a Claim for payment pursuant Article X of the Asset Purchase Agreement, and, to the extent of the Escrow Amount, may demand satisfaction thereof from the Escrow Account. (b) To assert any Claim, Buyer shall deliver a written notice to Escrow Agent and Seller (a "Certificate of Claim") stating the amount of the Claim in dollars and the date the notice is being sent (the "Notice Date").
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Assertion of Claim. Indemitees may assert one or more Claims for which it seeks recovery hereunder on or prior to the Expiration Date. Indemitees shall assert such Claims by delivering a written notice ("Claim Notice") to the Escrow Agent (who will distribute to Distributees) which includes (i) the date of the Claim Notice ("Claim Date"), (ii) Indemnitees estimate of the Loss incurred by the Indemnitee in connection with such Claim ("Claim Disbursement Amount"), (iii) a reasonably detailed summary of the basis for such Claim, and (iv) a determination as to whether or not such Claim relates to the Distribution Agreement. Indemnitee may assert one or more Claim in a single Claim Notice. If Indemnitee desires to change a Claim Disbursement Amount of a Claim Notice, then it shall submit a new Claim Notice amending and restating the original Claim Notice. A Claim Notice shall indicate whether the Claim Disbursement Amount exceeds the balance of the Escrow Fund.
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Assertion of Claim. Licensee now asserts no claim and will hereafter assert no claim to any goodwill, reputation or ownership of the Marks by virtue of the licensed use hereof or otherwise. Licensee agrees that at any time it will not knowingly do or knowingly permit to be done or knowingly omit to do any act in derogation of the rights of S-K in connection with the Marks or whereby any ▇▇▇▇ ▇▇▇ become invalidated or impaired in any way either during the term of this Agreement or thereafter. Licensee shall not do any act that uses any Marks to knowingly infringe the intellectual property rights of any other person.
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Related to Assertion of Claim

  • Assertion of Claims (a) In the event that a Person (the "Indemnified Party") desires to assert its right to indemnification from a Person (an "Indemnifying Party") required to indemnify such Indemnified Party under this Article XII, the Indemnified Party will give the Indemnifying Party prompt notice of the claim giving rise thereto (a "Claim"), and the Indemnifying Party shall undertake the defense thereof (unless the Claim is asserted against or related to or results from any action or failure to take action by such Indemnifying Party). The failure to promptly notify the Indemnifying Party hereunder shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced by the failure to so notify promptly. (b) The Indemnified Party shall not settle or compromise any Claim without the written consent of the Indemnifying Party unless the Indemnified Party agrees in writing to forego any and all claims for indemnification from the Indemnifying Party with respect to such Claim. However, if the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim, the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof. (c) If the Indemnifying Party has undertaken the defense of a Claim and (i) if there is a reasonable expectation that (x) a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments or (y) the Indemnified Party or Parties may have legal defenses available to it or them that are different from or additional to the defenses available to the Indemnifying Party, or (ii) if the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party, the Indemnified Party shall nevertheless have the right, at the Indemnifying Party's cost and expense, to defend such Claim.

  • Exclusion of Claim Participant acknowledges and agrees that Participant will have no entitlement to compensation or damages insofar as such entitlement arises or may arise from Participant’s ceasing to have rights under or to be entitled to the Restricted Stock Units, whether or not as a result of termination of Service (whether such termination is in breach of contract or otherwise), or from the loss or diminution in value of the Restricted Stock Units. Upon the award of the Restricted Stock Units, Participant shall be deemed irrevocably to have waived any such entitlement.

  • Notification of Claim Notification of claim means the process of intimating a claim to the insurer or TPA through any of the recognized modes of communication.

  • Notification of Claims (a) Except as otherwise provided in this Agreement, a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XI except to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation or warranty or breach of or default under any obligation or covenant must be delivered before the expiration of any applicable survival period specified in Section 11.4(a). (b) Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 11.5(a) with respect to any Third Party Claim, the Indemnifying Party shall have the right (but not the obligation) to assume the defense and control of any Third Party Claim upon written notice to the Indemnified Party delivered within fifteen (15) Business Days of the Indemnifying Party’s receipt of the applicable Claim Notice and, in the event that the Indemnifying Party shall assume the defense of such claim, it shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Person that shall control the defense of any such Third Party Claim (the “Controlling Party”) shall select counsel, contractors and consultants of recognized standing and competence after consultation with the other party and shall take all steps reasonably necessary in the defense or settlement of such Third Party Claim. (c) The Sellers or the Buyer, as the case may be, shall, and shall cause each of its Affiliates and representatives to, reasonably cooperate with the Controlling Party in the defense of any Third Party Claim. The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; provided that (i) such settlement shall not encumber any of the assets of the Indemnified Party or contain any restriction or condition that would apply to such Indemnified Party or to the conduct of the Indemnified Party’s business, (ii) the Indemnifying Party shall pay all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement (subject to Section 11.3, if applicable), and (iii) the Indemnifying Party shall obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim.

  • Submission of Claims 39 If Provider submits claims for Services rendered under this Contract, the following 40 requirements shall apply: