Notice and contest of claims Clause Samples
The "Notice and contest of claims" clause establishes the procedures and requirements for a party to notify the other party of any claims made against them, and outlines the process for contesting or disputing such claims. Typically, this clause specifies the timeframe within which notice must be given, the form that notice should take, and the steps a party must follow to challenge the validity or amount of a claim. For example, if a third party files a lawsuit or demand, the party receiving the claim must promptly inform the other party and may be required to provide supporting documentation. The core function of this clause is to ensure transparency and fairness in handling claims, allowing both parties the opportunity to respond appropriately and protect their interests.
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Notice and contest of claims. In the event that either Party receives a claim or demand from a third party in respect of which it is entitled to the benefit of an indemnity under this Article 38 (the "Indemnified Party") it shall notify the other Party (the "Indemnifying Party") within 15 (fifteen) days of receipt of the claim or demand and shall not settle or pay the claim without the prior approval of the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim or demand, it may conduct the proceedings in the name of the Indemnified Party, subject to the Indemnified Party being secured against any costs involved, to its reasonable satisfaction.
Notice and contest of claims. In the event that any Party hereto receives a claim from a third party in respect of which it is entitled to the benefit of an indemnity under Clause 9.1 or in respect of which it is entitled to reimbursement (the “Indemnified Party”), it shall notify the other Party responsible for indemnifying such claim hereunder (the “Indemnifying Party”) within 15 (fifteen) days of receipt of the claim and shall not settle or pay the claim without the prior approval of the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim, it may conduct the proceedings in the name of the Indemnified Party and shall bear all costs involved in contesting the same. The Indemnified Party shall provide all cooperation and assistance in contesting any claim and shall sign all such writings and documents as the Indemnifying Party may reasonably require.
Notice and contest of claims. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the later of either: (i) the date the Executive has actual knowledge of such claim, or (ii) the date that the Internal Revenue Service issues to the Executive either a written report proposing imposition of the Excise Tax or a statutory notice of deficiency with respect thereto, and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:
(a) Give the Company any information reasonably requested by the Company relating to such claim;
(b) Take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company;
(c) Cooperate with the Company in good faith in order effectively to contest such claim; and
(d) Permit the Company to participate in any proceedings relating to such claims. Provided, however, that the Company shall directly bear and pay all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions of this Section 6.3, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority in respect of such claim. If, after the receipt by the Executive of an amount advanced by the Company pursuant to this Article 6, the Executive becomes e...
Notice and contest of claims. 9.3.1 In the event that either Party receives a claim or demand from a third party in respect of which it is entitled to the benefit of an indemnity under this Article 9 (Indemnities& Limitation of Liability) (the Indemnified Party) it shall notify the other Party (the Indemnifying Party) within [twenty-one (21)] days of receipt of the claim or demand and shall not settle or pay the claim without the prior approval of the Indemnifying Party, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim or demand, it may conduct the proceedings in the name of the Indemnified Party, subject to the Indemnified Party being secured against any costs involved, to its reasonable satisfaction.
Notice and contest of claims. In the event that either Party receives a claim from a third party in respect of which it is entitled to the benefit of an indemnity under this Article (the `Indemnified Party’) it shall notify the other Party (“Indemnifying Party”) within 15 (fifteen) days of receipt of the claim and shall not settle or pay the claim without the prior approval of the Indemnifying Party, such approval not to be unreasonably withheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim it may conduct the proceedings in the name of the Indemnified Party subject the Indemnified Party being secured against any costs involved to its reasonable satisfaction. (An Enterprise of GNCTD) Marketing, Operation and Maintenance of BQS on PPP basis Concession Agreement for Zone
Notice and contest of claims. 11.2.1 In the event that either Party receives a claim or demand from a third party in respect of which it is entitled to the benefit of an indemnity under this Article 11 (Indemnity) (the “Indemnified Party”) it shall notify the other Party (the “Indemnifying Party”) within twenty-one (21) days of receipt of the claim or demand and shall not settle or pay the claim without the prior approval of the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim or demand, it may conduct the proceedings in the name of the Indemnified Party, subject to the Indemnified Party being secured against any costs involved, to its reasonable satisfaction.
Notice and contest of claims. In the event that any Party hereto receives a claim from a third party in respect of which it is entitled to the benefit of an indemnity under Clause 7.1 or in respect of which it is entitled to reimbursement (the ‚Indemnified Party‛), it shall notify the other Party responsible for indemnifying such claim hereunder (the ‚Indemnifying unreasonably withheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim, it may conduct the proceedings in the name of the Indemnified Party and shall bear all costs involved in contesting the same. The Indemnified Party shall provide all cooperation and assistance in contesting any claim and shall sign all such writings and documents as the Indemnifying Party may reasonably require.
Notice and contest of claims. In the event that either Party receives a claim or demand from a third party in respect of which it is entitled to the benefit of an indemnity under this Article 30 (the “Indemnified Party”) it shall notify the other Party (the “Indemnifying Party”) within 15 (fifteen) days of receipt of the claim or demand. The indemnifying Party shall contest or dispute the claim or demand, in the name of the Indemnified Party, if required by virtue of any order, summon, notice etc., subject to the Indemnified Party being secured against any associated costs involved, to its reasonable satisfaction.
Notice and contest of claims. In the event that CGM receives a claim or demand from a third party in respect of which it is entitled to the benefit of an indemnity under this Article 18 (the “Indemnified Party”) it shall notify the Agency (the “Indemnifying Party”) within 15 (fifteen) days of receipt of the claim or demand. It shall be the responsibility of the Indemnifying Party to settle or pay the claim in appropriate time failing which the Indemnified Party shall have the right to settle or pay the claim and recover the same from the Indemnifying Party. In the event that the Indemnifying Party wishes to contest or dispute the claim or demand, it may conduct the proceedings in the name of the Indemnified Party, subject to the Indemnified Party being secured against any costs involved, to its reasonable satisfaction.
Notice and contest of claims. In the event that any Party hereto receives a claim from a third party in respect of which it is entitled to the benefit of an indemnity under Clause 7.1 or in respect of which it is entitled to reimbursement (the ‚Indemnified Party‛), it shall notify the other Party responsible for indemnifying such claim hereunder (the ‚Indemnifying unreasonably withheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim, it may conduct the proceedings in the name of the Indemnified Party and shall bear all costs involved in contesting the same. The Indemnified Party shall provide all cooperation and assistance in contesting any claim and shall sign all such writings and documents as the Indemnifying Party may reasonably require.