Basis of Claims Sample Clauses

The "Basis of Claims" clause defines the specific grounds or circumstances under which a party may bring a claim under the contract. Typically, this clause outlines what types of breaches, losses, or events are eligible for claims, and may set requirements such as providing timely notice or supporting documentation. By clearly establishing the permissible bases for claims, this clause helps prevent disputes over what constitutes a valid claim and ensures that both parties understand their rights and obligations regarding potential liabilities.
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Basis of Claims. Subject to the provisions related to the applicability of OMB Circular A-87, all claims for HAVA funds under this program must be based on invoices submitted by County. All invoices or agreements that are the subject of any claims must relate directly to expenditures authorized pursuant to Exhibit A – SOW, Paragraph E –
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Basis of Claims. Claiming procedures (1) The Provider may claim a payment from the DHB if the Provider has provided the Services and Dispensed the Pharmaceuticals in accordance with: (a) the Pharmaceutical Schedule; (b) the Data Specification; (c) the Procedures Manual; (d) this Part D; and (e) any other requirements set out in each Service Schedule.
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Basis of Claims. (1) The Provider may claim a payment from Health NZ if the Provider has provided the Services and Dispensed the Pharmaceuticals in accordance with: (a) the Pharmaceutical Schedule; (b) the Data Specification; (c) the Procedures Manual; (d) this Part D; and (e) any other requirements set out in each Service Schedule.
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Basis of Claims. (1) The Provider may claim a payment from Te Whatu Ora if the Provider has provided the Services and Dispensed the Pharmaceuticals in accordance with: (a) the Pharmaceutical Schedule; (b) the Data Specification; (c) the Procedures Manual; (d) this Part D; and (e) any other requirements set out in each Service Schedule.
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Basis of Claims. Subject to the provisions below related to the applicability of CFR-200, all claims for HAVA funds under this program must be based on invoices submitted by County. All invoices or agreements that are the subject of any claims must relate directly to expenditures authorized pursuant to Section C (‘Appropriate Use of HAVA Funds’) of Exhibit A ‘Scope of Work’.
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Basis of Claims. The provisions of this Agreement constitute the sole procedure for the processing and settlement of any claim by an Employee or the Union of a violation by the Company of this Agreement. As the representative of the Employees, the Union may process complaints and grievances through the complaint and grievance procedure, including arbitration, in accordance with this Agreement or adjust or settle the same.
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Basis of Claims. On September 18, 2009, HLBE filed a Demand in the arbitration captioned Heron Lake BioEnergy, LLC, Claimant ▇. ▇▇▇▇▇, Inc., Respondent, American Arbitration Association Case No. 65 110 J 00190 09 (the “Arbitration”). In the Arbitration, HLBE asserts breach of contract, warranty claims and other claims against ▇▇▇▇▇ for alleged design defects, warranty failures and other alleged problems relating to the Project (collectively, the “HLBE Claims”) and seeks to recover $22,800,000 in damages plus interest thereon, plus its costs and disbursements and reasonable attorneys’ fees (collectively, the “HLBE Claimed Damages”). On January 4, 2010, ▇▇▇▇▇ filed a request that ICM be joined as a party to the Arbitration, asserting that ICM was a subcontractor on the Project and performed the work that is the subject of the Arbitration, and that the Contract Documents included in the Design-Build Contract as well as contract documents between ▇▇▇▇▇ and ICM require ICM to defend and indemnify ▇▇▇▇▇ for the HLBE Claims deriving from ICM’s work. On May 14, 2010, as revised on June 3, 2010, the R-7 Arbitrator appointed to determine the joinder request ordered joinder of ICM in the Arbitration. On June 22, 2010, the Case Manager in the Arbitration confirmed the agreement of HLBE, ▇▇▇▇▇, and ICM to extend the due dates for ▇▇▇▇▇ to file its third party demand against ICM to July 16, 2010 and for ICM answer to the third party demand to August 2, 2010, and therefore no third party demands or answers have been made in connection with the ICM joinder to the Arbitration. On January 5, 2010, ▇▇▇▇▇ filed an answer that denied liability for the HLBE Claims and denied responsibility for the HLBE Claimed Damages. In addition, ▇▇▇▇▇ asserted counterclaims against HLBE for breach of contract and unjust enrichment/quantum meruit (the “▇▇▇▇▇ Claims”) and sought to recover $3,834,319.00 in retainage held by HLBE under Design-Build Contract, $2,162,236.36 in additional costs related to work and/or materials it has provided to HLBE, plus its costs and disbursements and reasonable attorneys’ fees (collectively, the “▇▇▇▇▇ Claimed Damages”).
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Basis of Claims. 1.1 For the avoidance of doubt, the parties agree that the basis for all Claims and Tax Claims brought by any of the parties will, in accordance with ordinary contractual principles, arise in respect of the acquisition by the Purchaser of the Shares pursuant to this Agreement.
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Related to Basis of Claims

  • Defense of Claims In connection with any claim that may give rise to indemnity under this Section 4.4 resulting from or arising out of any claim against an Indemnitee by a Person that is not a party hereto (a “Third Party Claim”), Indemnitor will have the right, but not the obligation, to assume the defense, compromise and settlement of such claim through counsel of its own choosing, by notifying the Indemnitee within 15 calendar days after Indemnitor’s receipt of the applicable Notice of Claim; provided, however, that (i) the counsel for Indemnitor who shall conduct the defense, compromise and settlement of such claims shall be reasonably satisfactory to the Indemnitee, (ii) the Indemnitee shall have the right, at its own expense, to participate in the defense of such claim and to employ counsel, separate from the counsel employed by Indemnitor, (iii) the Indemnitee shall cooperate in all reasonable respects with Indemnitor in connection with the defense, compromise and settlement of such claim, (iv) Indemnitor shall not consent to the entry of a judgment or enter into a compromise or settlement of any such claim which is subject to indemnification by Indemnitor hereunder, except with the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld) and the inclusion of an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (v) if the named parties to any Action (including any impleaded parties) include both Indemnitor and the Indemnitee, and the Indemnitee has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnitee that are different from or additional to those available to Indemnitor, the Indemnitee shall be entitled, at the expense of Indemnitor, to separate counsel of its own choosing (provided further that the Indemnitee shall not consent to the entry of a judgment or enter into a compromise or settlement of any such claim, except with the prior written consent of Indemnitor, which consent shall not be unreasonably withheld). If Indemnitor fails to assume the defense, compromise and settlement of such claim within 15 calendar days after Indemnitor’s receipt of the applicable Notice of Claim, the Indemnitee (upon delivering written notice to Indemnitor to such effect) shall have the right to undertake, at Indemnitor’s expense, the defense, compromise or settlement of such claim on behalf of Indemnitor; provided, however, that the Indemnitee shall not consent to the entry of a judgment or enter into a compromise or settlement of any such claim, except with the prior written consent of Indemnitor (which shall not be unreasonably withheld). In the event that the Indemnitee assumes that defense, compromise and settlement of such claim, the Indemnitee shall keep Indemnitor reasonably informed of the progress of any such defense, compromise or settlement. Indemnitor shall be liable for any compromise or settlement of any claim effected pursuant to and in accordance with this Section 4.4 and for any final judgment (subject to any right of appeal) and Indemnitor agrees to indemnify and hold harmless (subject to the terms and conditions of Section 4.4(a) or 4.4(b) above, as applicable) the Indemnitee from and against any Damages by reason of such compromise, settlement or judgment. Nothing contained in this Section 4.4(e) shall affect or otherwise modify the terms and conditions of Sections 4.4(a) or 4.4(b).

  • 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.

  • Defence of Claims 38.4.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and reasonable costs and expenses thereof shall be indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of loss to the full extent provided by this Article 38, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding, liabilities, payments and obligations at its expense and through the counsel of its choice; provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party of such defence. The Indemnifying Party shall not be entitled to settle or compromise any claim, demand, action, suit or proceeding without the prior written consent of the Indemnified Party, unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or settled. 38.4.2 If the Indemnifying Party has exercised its rights under Clause 38.3, the Indemnified Party shall not be entitled to settle or compromise any claim, action,

  • Payment of Claims A. If advance payment of all or a portion of the Grant funds is permitted by statute or regulation, and the State agrees to provide such advance payment, advance payment shall be made only upon submission of a proper claim setting out the intended purposes of those funds. After such funds have been expended, Grantee shall provide State with a reconciliation of those expenditures. Otherwise, all payments shall be made thirty five (35) days in arrears in conformance with State fiscal policies and procedures. As required by IC § 4-13-2-14.8, all payments will be by the direct deposit by electronic funds transfer to the financial institution designated by the Grantee in writing unless a specific waiver has been obtained from the Indiana Auditor of State B. Requests for payment will be processed only upon presentation of a Claim Voucher in the form designated by the State. Such Claim Vouchers must be submitted with the budget expenditure report detailing disbursements of state, local and/or private funds by project budget line items. C. The State may require evidence furnished by the Grantee that substantial progress has been made toward completion of the Project prior to making the first payment under this Grant. All payments are subject to the State's determination that the Grantee's performance to date conforms with the Project as approved, notwithstanding any other provision of this Grant Agreement. D. Claims shall be submitted to the State within 10 calendar days following the end of the month in which work on or for the Project was performed. The State has the discretion, and reserves the right, to NOT pay any claims submitted later than 35 calendar days following the end of the month in which the services were provided. All final claims and reports must be submitted to the State within 10 calendar days after the expiration or termination of this agreement. Payment for claims submitted after that time may, at the discretion of the State, be denied. Claims may be submitted on a monthly basis only. If Grant funds have been advanced and are unexpended at the time that the final claim is submitted, all such unexpended Grant funds must be returned to the State. E. Claims must be submitted with accompanying supportive documentation as designated by the State. Claims submitted without supportive documentation will be returned to the Grantee and not processed for payment. Failure to comply with the provisions of this Grant Agreement may result in the denial of a claim for payment.

  • Settlement of Claims The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others.