Claim Procedure Sample Clauses

Claim Procedure. (a) A party that seeks indemnity under this Article 8 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”) whether the Losses sought arise from matters solely between the parties or from Third Party Claims described in Section 8.3(b). The Claim Notice must contain (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. (b) If the Indemnified Party seeks indemnity under this Article 8 in response to a claim or Proceeding by another Person not a party to this Agreement (a “Third Party Claim”), then the Indemnified Party will give a Claim Notice to the Indemnifying Party within ten (10) days after the Indemnified Party has received notice or otherwise learns of the assertion of such Third Party Claim and will include in the Claim Notice (i) the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party, accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and (ii) the assertion of the claim or the notice of the commencement of any Proceeding relating to such Third Party Claim; provided, however, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability under this Agreement except to the extent such delay or deficiency prejudices or otherwise adversely affects the rights of the Indemnifying Party with respect thereto. (c) In the event of a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, assume at any time control of the defense thereof with counsel reasonably satisfactory to the Indemnified Party by giving to the Indemnified Party written notice of its intention to assume control of the defense of such Third Party Claim; provided, however, that the Indemnified Party may participate in the defense of such Third Party Claim with its own counsel at its own expense, except as provided in Section 8.3(d) below). (d) The party not controlling the defens...

Claim Procedure. In order that the indemnification provisions contained herein shall apply, upon the assertion of a claim or loss for which any party (the “Indemnitor”) may be required to indemnify another party (the “Indemnitee”), the Indemnitee shall promptly notify the Indemnitor of such assertion or loss, and shall keep the Indemnitor advised with respect to all developments concerning any such claim. The Indemnitor shall have the option to participate at its expense with the Indemnitee in the defense of any such claim. In the event that there is more than one Indemnitor with respect to any such claim, the Indemnitors shall agree as to their exercise of this option. The Indemnitee shall in no case confess any claim or make any compromise in any case in which the Indemnitor may be required to indemnify it except with the Indemnitor’s prior written consent. The obligations of the Trust and SACS under this Section 4 shall survive the termination of this Agreement.

Claim Procedure. Unless stated otherwise all claims will be handled and overseen by the insurer. For each and every claim the insured and any person acting on behalf of the insured must: 3.3.1 immediately send the insurer copies of any request, demand, order, notice, summons, legal paper and all documents relating thereto in connection with an insured event as soon as received by the insured. In addition the insured must co-operate with the insurer or their appointed agents to allow them to comply with such relevant practice directions and pre-action protocols as may be issued and approved from time to time by the head of civil justice; 3.3.2 authorise the insurer to obtain medical records or other pertinent information upon request but only where legally permitted to do so in the event of an insured event involving bodily injury; 3.3.3 prove, if it is alleged that an event is not covered or that the indemnity is otherwise limited being war or an act of terrorism that the said exclusion or limit of indemnity does not apply, it being understood and agreed that any portion of an exclusion or limit of indemnity being found invalid, inapplicable or unenforceable will not in any way render the remainder of the exclusion or limit invalid, inapplicable or unenforceable.

Claim Procedure. A. If the Executive or his personal representative believes that he is being denied a benefit to which he is entitled under this Agreement (hereinafter referred to as a “Claimant”), such Claimant may file a written request for such benefit with the Corporation setting forth his claim. The request must be addressed to the President of the Corporation at its then principal place of business. B. The Corporation shall reply to the Claimant’s claim within ninety (90) days of receiving the claim. If the claim is denied in whole or in part, the Corporation shall adopt a written opinion, using language calculated to be understood by the Claimant, setting forth: (i) The specific reason or reasons for such denial; (ii) The specific reference to pertinent provisions of this Agreement on which such denial is based; (iii) A description of any additional material or information necessary for the Claimant to perfect his claim and an explanation why such material or such information is necessary; (iv) Appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and (v) The time limits for requesting a review under subsection C. and for review under subsection D. hereof. C. Within sixty (60) days after the receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the Secretary of the Corporation review the determination of the Corporation. Such request must be addressed to the Secretary of the Corporation, at its then principal place of business. The Claimant or his duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Corporation. If the Claimant does not request a review of the Corporation’s determination by the Secretary of the Corporation within such sixty (60) day period, he shall be barred and estopped from challenging the Corporation’s determination. D. Within sixty (60) days after the Secretary’s receipt of a request for review, he will review the Corporation’s determination. After considering all materials presented by the Claimant, the Secretary will render a written opinion, written in a manner calculated to be understood by the Claimant, setting forth the specific reasons for the decision and containing specific references to the pertinent provisions of this Agreement on which the decision is based. If special circumstances require that the sixty (60) day time period be extende...

Claim Procedure. A party that seeks indemnity under this Article 9 (an "Indemnified Party") will give written notice (a "Claim Notice") to the party from whom indemnification is sought (an "Indemnifying Party") containing reasonably and in good faith (i) a description and the estimated amount to the extent determinable of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party and (iii) a demand for payment of those Losses. Within 30 days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response in which the Indemnifying Party will either: agree that the Indemnified Party is entitled to receive all of the Losses at issue in the Claim Notice; or dispute the Indemnified Party's entitlement to indemnification by delivering to the Indemnified Party a written notice (an "Objection Notice") setting forth each disputed item and the good faith, reasonable basis for disputing each such disputed item. If the Indemnifying Party fails to take either of the foregoing actions within 30 days after delivery of the Claim Notice, then the Indemnifying Party will be deemed to have irrevocably accepted the Claim Notice. If the Indemnifying Party delivers an Objection Notice to the Indemnified Party within 30 days after delivery of the Claim Notice, then the dispute may be resolved by any legally available means consistent with the provisions of Section 11.11. If any Purchaser Indemnified Party is the Indemnified Party with respect to any claim for indemnification pursuant to this Article 9, the parties will contemporaneously deliver to the Escrow and Exchange Agent copies of each Claim Notice and Objection Notice in connection with such claim. Any indemnification of the Securityholders pursuant to this Article 9 will be effected by wire transfer of immediately available funds to an account designated by the Stockholder Representative. All indemnification payments to be received by the Securityholders in accordance with this Article 9 will be allocated among the Stockholders in proportion to each Securityholder's pro rata share of the Holdback Fund as set forth on the Final Merger Consideration Allocation Schedule. The foregoing indemnification payments will be made within 10 Business Days after the date on which (i) the amount of such payments are determined by mutual agreement of the ...

Claim Procedure. (a) Claim Notice. A party that seeks indemnity under this Article 5 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the party from whom indemnification is sought (an “Indemnifying Party”), whether the Damages sought arise from matters solely between the parties or from Third Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability or obligation hereunder except to the extent of any Damages caused by or arising out of such failure.

Claim Procedure. (a) If any Indemnified Party determines in good faith that there is or has been a Damage Event giving rise to an indemnification obligation under Section 7.5 of the Merger Agreement, and such Indemnified Party wishes to make a claim against the Indemnity Escrow Shares with respect to such possible Damage Event, then such Indemnified Party shall deliver to the Shareholder Agent (with a copy to the Escrow Agent) a written notice of such possible Damage Event (a "Claim Notice") setting forth (i) a brief description of the circumstances supporting such Indemnified Party's belief that such possible Damage Event exists or has occurred, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of all Losses that have arisen and may arise as a direct or indirect result of such possible Damage Event (such aggregate amount being referred to as the "Claim Amount"). (b) If the Shareholder Agent shall object in good faith to any portion of any Claim Amount specified in any Claim Notice, the Shareholder Agent shall, within thirty (30) calendar days after the deemed delivery by the Indemnified Party to the Shareholder Agent of such Claim Notice in accordance with Section 13.4, deliver to the Escrow Agent (with a copy to the Indemnified Party) a certificate, executed by the Shareholder Agent (a "Certificate of Objections"): (i) specifying each such amount to which the Shareholder Agent objects in good faith; and (ii) specifying in reasonable detail the nature and basis for each such good faith objection. (c) If the Escrow Agent shall not have received a Certificate of Objections objecting to a Claim Amount within thirty (30) calendar days after delivery to the Shareholder Agent of a Claim Notice specifying such Claim Amount, the Shareholders and the Shareholder Agent shall be deemed to have acknowledged that the Claim Amount claimed on such Claim Notice is correct and final and the Escrow Agent shall, transfer to such Indemnified Party from the Indemnity Escrow Shares (such transfer to be applied and deducted from the Indemnity Escrow Shares pro rata in accordance with each Indemnity Shareholder's pro rata share of the Indemnity Escrow Shares) that number of Indemnity Escrow Shares having a value equal to the quotient of (i) the aggregate Losses suffered or incurred by such Indemnified Party, divided by (ii) the greater of (1) the Pubco PIPE Share Price, and (2) the average closing bid price (or last sale price) of the Pubco Common Stock for the twenty (...

Claim Procedure. 5.1. For processing a claim request under this Policy, We will require all of the following documents: i. claimant’s statement in the prescribed form; ii. original Policy document; iii. death certificate issued by the local/municipal authority (only in the case of the death of the Life Insured);

Claim Procedure. In the event of a mechanical fault entitling the Owner to make a claim under this Agreement, in order to claim under this warranty the Owner shall: 5.1 return the Vehicle to the ▇▇▇▇▇▇ address described above within (7) days of the mechanical fault occurring if the Vehicle is within a 100km radius of the Adelaide GPO; or 5.2 if the Vehicle is outside a 100km radius of the Adelaide GPO or if moving the Vehicle could be unsafe or cause further damage, within seven (7) days of the mechanical fault occurring telephone ▇▇▇▇▇▇ on ▇▇ ▇▇▇▇ ▇▇▇▇ or send a written request to the ▇▇▇▇▇▇ address described above; and 5.3 notify ▇▇▇▇▇▇, at the time of making a claim, of the Owner’s name, address, vehicle description, registration number, the nature of the mechanical fault and any expenses incurred by the Owner in making the claim (which expenses will be borne by the Owner unless ▇▇▇▇▇▇ decides in its absolute discretion that ▇▇▇▇▇▇ will reimburse the Owner for those expenses) Authority to commence repairs in respect of claims under this Agreement shall be given only with the prior written approval of the Warranty Administrator of ▇▇▇▇▇▇.