Common use of Claims Between the Parties Clause in Contracts

Claims Between the Parties. If any claim for indemnification hereunder is not asserted against or sought to be collected by a Third Party, and neither the Representative (if Sellers are the Indemnifying Party) nor Buyer (if Buyer is the Indemnifying Party) notifies the Indemnified Party in writing, within twenty (20) Business Days after receipt of notice of the claim, that the Indemnifying Party disputes such claim, the amount of such claim shall be conclusively deemed a Liability of the Indemnifying Party hereunder. In case an objection is timely made in writing, the Indemnified Party shall have twenty (20) Business Days to respond in a written statement to the objection. If, after such twenty (20) Business Day period, there remains a dispute as to any claim, the Parties shall attempt in good faith for ten (10) Business Days to agree upon the rights of the respective Parties with respect to each such claim. If the Parties should so agree, a memorandum setting forth such agreement and the agreed upon dollar amount of Liability for such claim of the Party against whom the claim is made shall be prepared and signed by (or on behalf of) the Parties.

Appears in 1 contract

Sources: Stock Purchase Agreement (Rekor Systems, Inc.)

Claims Between the Parties. If any the claim for indemnification hereunder is not asserted against or sought to be collected by a Third Partythird party, and neither the Representative Principal Equity Holders (if Sellers the Principal Equity Holders are the Indemnifying Party) nor Buyer Parties), or Parent (if Buyer Parent is the Indemnifying Party) ), notifies the Indemnified Party in writing, within twenty (20) Business Days after receipt of notice of the claim, business days that the Indemnifying Party disputes such claim, the amount of such claim shall be conclusively deemed a Liability liability of the Indemnifying Party hereunder. In case an objection is timely made in writing, the Indemnified Party shall have twenty fifteen (2015) Business Days business days to respond in a written statement to the objection. If, after such twenty fifteen (2015) Business Day business day period, there remains a dispute as to any claim, the Parties shall attempt in good faith for ten twenty (1020) Business Days business days to agree upon the rights of the respective Parties with respect to each such claim. If the Parties should so agree, a memorandum setting forth such agreement and the agreed upon dollar amount of Liability liability for such claim of the Party against whom the claim is made shall be prepared and signed by (or on behalf of) the Parties.

Appears in 1 contract

Sources: Merger Agreement (Dynamics Research Corp)

Claims Between the Parties. If any a claim for indemnification hereunder set forth in a Claim Notice is not asserted against or sought to be collected by a Third Partythird party, and neither the Representative (if Sellers are the Indemnifying Party) nor Buyer (if Buyer is the Indemnifying Party) notifies Party does not notify in writing the Indemnified Party in writing, within twenty (20) Business Days after the Indemnifying Party’s receipt of notice of the claim, such Claim Notice that the Indemnifying Party disputes such claim, the amount of such claim shall be conclusively deemed a Liability of the Indemnifying Party hereunder. In case an objection is timely made in writing, If the Indemnified Indemnifying Party shall have twenty (20) Business Days to respond in a does provide such written statement to the objection. If, after notice of dispute within such twenty (20) Business Day period, there remains a dispute as to any claim, the Parties shall attempt in good faith for ten a period of twenty (1020) Business Days from the Indemnified Party’s receipt of such written notice to agree upon the rights of the respective Parties with respect to each such claim. If the Parties should so agree, a memorandum setting forth such agreement and the agreed upon dollar amount of Liability for such claim of the Indemnifying Party against whom the claim is made shall be prepared and signed by (or on behalf of) the Parties.

Appears in 1 contract

Sources: Securities Purchase Agreement (Hydrofarm Holdings Group, Inc.)