Direct Claim Clause Examples

Direct Claim. Any claim by an Indemnitee on account of Liabilities that does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by giving the Indemnifying Party reasonably prompt notice thereof, but in any event not later than thirty days after the Indemnitee obtains actual knowledge of the events or condition that gave rise to such Direct Claim; provided, however, failure to timely provide such notice shall not affect the right of the Indemnitee to indemnification under this Agreement, except to the extent the Indemnifying Party is prejudiced by such delay or omission. Such notice by the Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all available material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of damages that have been or may be sustained by the Indemnitee. The Indemnifying Party shall have thirty days within which to respond in writing and to either accept or reject, in whole or in part, such Direct Claim. If the Indemnifying Party does not so respond within such thirty day period, the Indemnifying Party shall be deemed to have rejected such claim, in which event the Indemnitee shall be free to pursue such remedies as may be available to the Indemnitee on the terms and subject to the provisions of this Agreement.

Direct Claim. Any claim by an indemnified party with respect to any Damages which do not result from a claim for indemnity involving a third party (a “Direct Claim”) will be asserted by giving the indemnifying party reasonably prompt written notice thereof, stating the nature of such claim in reasonable detail and indicating the estimated amount, if practicable. The indemnifying party will have a period of ninety (90) days from receipt of such Direct Claim within which to respond to such Direct Claim. If the indemnifying party does not respond within such ninety (90) day period, the indemnifying party will be deemed to have accepted such Direct Claim. If the indemnifying party rejects such Direct Claim, the indemnified party will be free to seek enforcement of its rights to indemnification under this Agreement.

Direct Claim. Any claim by an Indemnified Party on account of Losses that does not result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt Notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of the events that gave rise to such Direct Claim. Such Notice by the Indemnified Party will describe the Direct Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of damages that has been or may be sustained by the Indemnified Party. The Indemnifying Party will have a period of ten (10) Business Days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such ten (10) Business Day period, the Indemnifying Party will be deemed to have rejected such Direct Claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Direct Claim. 37 DQE............................................................................1 Encumbrances...................................................................9

Direct Claim. To the fullest extent permitted by Applicable Law, no Member may initiate, assert or maintain any direct claim for damages or other monetary relief against the Fund, the Investment Manager, or any of their respective Affiliates on behalf of, or seeking relief for, any other Member, whether in the form of a purported class action or otherwise.

Direct Claim. Any direct claim for indemnification not involving a third party as contemplated in Section 9.5 below (a “Direct Claim”) shall be made in writing to the indemnifying party by the indemnified party. Within 30 days of receipt of the written notice of the Direct Claim, the indemnifying party shall either pay the indemnified party the amount of the Direct Claim or provide written objection to the payment of the Direct Claim. If the indemnifying party objects to such Direct Claim within the 30-day time period set forth herein, such dispute shall be resolved in accordance with Section 10.5. If the indemnifying party fails to respond to such Direct Claim prior to the expiration of such 30-day time period, the indemnifying party shall be deemed to have acknowledged and agreed to pay such Direct Claim promptly, and waives any objections or defenses thereto.

Direct Claim. Any Direct Claim (as defined in Section 12.17) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, stating the nature of such claim in reasonable detail and indicating the estimated amount, if practicable, but in any event not later than 20 calendar days after the Indemnitee becomes aware of such Direct Claim (but the obligations of the Indemnifying Party and the rights of the Indemnitee shall not be affected by the failure to give such notice, except and only to the extent that, as a result of such failure, the Indemnifying Party is substantially disadvantaged). The Indemnifying Party will have a period of 30 calendar days within which to respond to such Direct Claim. If the Indemnifying Party does not respond within such 30-day period, the Indemnifying Party will be deemed to have accepted such Direct Claim. If the Indemnifying Party rejects such Direct Claim, the Indemnitee will be free to seek enforcement of its rights to indemnification under this Agreement.

Direct Claim. Employees may, at their option, choose a direct claim arrangement with WorkSafeBC and be considered on a leave without pay from OC. In this case, health and welfare benefits and pension coverage will not be maintained by OC.

Direct Claim. As soon as reasonably practicable after an Indemnitee has actual knowledge of any claim to which Indemnitee is entitled to indemnity under Section 8.2 or Section 8.3 that does not involve a Third Party Claim (a "DIRECT CLAIM"), the Indemnitee shall give written notice thereof (an "INDEMNITY NOTICE") to the Indemnifying Party. An Indemnity Notice must describe the Direct Claim in reasonable detail, and indicate the amount (estimated, as necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. No delay in or failure to give notice of a Direct Claim will adversely affect any of the other rights or remedies of an Indemnitee under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the applicable Indemnitee except to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall respond to any Indemnity Notice within thirty (30) days (the "INDEMNITY RESPONSE PERIOD") after the date that the Indemnity Notice is sent by the Indemnitee. Any response to the Indemnity Notice (an "INDEMNITY RESPONSE") must specify whether or not the Indemnifying Party disputes its obligations to indemnity the Indemnitee with respect to the Direct Claim asserted in the Indemnity Notice. If the Indemnifying Party fails to give an Indemnity Response within the Indemnity Response Period, it will be deemed not to dispute the asserted Direct Claim. If the Indemnifying Party elects not to dispute the asserted Direct Claim, whether by failing to give a timely Indemnity Response or otherwise, then the amount of Losses alleged in such Indemnity Notice will be conclusively deemed to be an obligation of the Indemnifying Party, and the Indemnifying Party shall pay, in cash (or tender of shares of the Parent Common Stock for cancellation if Parent is the Indemnitee), to the Indemnitee within fifteen (15) days after the last day of the applicable Indemnity Response Period the amount specified in the Indemnity Notice. If Indemnifying Party delivers to Indemnitee an Indemnity Response within the Indemnity Response Period indicating that it disputes one or more of the matters identified in the Indemnity Notice, the Indemnifying Party and Indemnitee shall promptly meet and use their reasonable efforts to settle the dispute. If the Indemnifying Party and the Indemnitee are unable to reach agreement within thirty (30) days after the conclusion of the Indemnity Response Period, then ei...