Notice by the Purchaser Sample Clauses

Notice by the Purchaser. No Damages may be recovered from the Vendor pursuant to Section 6.2(a) unless (subject to an Extension Event) a Claim Notice is delivered by the Purchaser in accordance with the timing set out below:
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Notice by the Purchaser. If the Vendor fails to satisfy its obligations under clause 6 on or before the Completion Date, the Purchaser may give the Vendor a notice requiring it to satisfy those obligations within 14 days after the date of receipt of the notice. If the Vendor fails to satisfy those obligations on the date specified in the Purchaser’s notice, the Purchaser may, without affecting or limiting any other rights it might have, terminate this Agreement.
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Notice by the Purchaser. No Damages may be recovered from the Vendor pursuant to Subsection 6.2(a) unless a Claim Notice is delivered by the Purchaser on or before the date that is twenty-four (24) months after Closing, provided, however, that in the event of fraud relating to a representation or warranty of the Vendor then notwithstanding the foregoing, the Purchaser shall be entitled to deliver a Claim Notice at any time for the purposes of such claim. This Subsection 6.5(1) shall not be construed to impose any time limit on the Purchaser’s right to assert a claim to recover Damages under Subsection 6.2(b).
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Notice by the Purchaser. No Damages may be recovered from the Vendor pursuant to Section 7.2(a), Section 7.2(d), or Section 7.2(e) unless a Notice of Claim is delivered by a Purchaser’s Indemnified Party on or before the following dates:
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Notice by the Purchaser. No Losses may be recovered from the Vendor pursuant to Section 7.2(a) unless (subject to the fraud exception below) a Claim Notice is delivered by the Purchaser in accordance with the timing set out below:
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Notice by the Purchaser. No Damages may be recovered from the Vendor pursuant to Section 4.2 unless (subject to the fraud exception below) a Claim Notice is delivered by the Purchaser on or before the date that is one year after the Closing Date; provided, however, that: (i) in the event of fraud relating to a representation and warranty of the Vendor in this Agreement; or (ii) in the event of a breach of Section 2.1(3)(i), then notwithstanding the foregoing time limitations, the Purchaser Indemnified Parties shall be entitled to deliver a Claim Notice at any time for purposes of such a claim. In the absence of fraud or a breach of Section 2.1(3)(i), unless a Claim Notice has been given on or before the date that is one year after the Closing Date with respect to which a right of indemnification is provided pursuant to Section 4.2, the Vendor shall be released on the date that is one year after the Closing Date from all obligations to indemnify the Purchaser's Indemnified Parties in respect thereof pursuant to Section 4.2 or otherwise.
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Notice by the Purchaser. No Damages may be recovered from the Vendor or Merrimac pursuant to Section 5.3(a) unless a Notice of Claim is delivered by the Purchaser on or before the date that is 2 years after closing with respect with respect to the representations and warranties in Sections 3.1, and elsewhere under this Agreement. Unless a Notice of Claim has been given on or before the date set out above with respect to each particular representation and warranty, the Vendor and Merrimac shall be released on such date from all obligations in respect of that particular representation and warranty and from the obligation to indemnify the Purchaser’s Indemnified Parties in respect thereof pursuant to Section 5.3(a). This Section 5.7(1) shall not be construed to impose any time limit on the Purchaser’s right to assert a claim to recover Damages under Sections 5.3(b) whether or not the basis on which such a claim is asserted could also entitle the Purchaser to make a claim for Damages pursuant to Section 5.3(a).
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Notice by the Purchaser. A claim for Damages pursuant to Section 8.2(a) arising as a result of a breach of representation or warranty made by a Vendor in Article 3 may be brought at any time. In respect of all other claims, no Damages may be recovered from the Vendors pursuant to Section 8.2(a) unless a Notice of Claim is delivered by the Purchaser on or before the following dates:
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Notice by the Purchaser. (a) No Losses may be recovered from the Seller pursuant to Section 6.2(a) (Breach of Seller Representations and Warranties) unless a Notice of Claim is delivered by the Purchaser within the eighteen month (18) period immediately following Closing (the “Survival Period”). No Losses may be recovered from the Seller pursuant to Section 6.2(b) (
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Related to Notice by the Purchaser

  • Termination by the Purchaser This Agreement may be terminated by the Purchaser at any time prior to the Effective Time if:

  • Deliveries by the Purchaser At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Company the following:

  • Indemnity by the Purchaser The Purchaser shall indemnify the Vendor’s Indemnified Parties and save them fully harmless against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatsoever to:

  • Notice by the Borrower To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (i) in the case of a Eurocurrency Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing, (ii) in the case of a Eurocurrency Borrowing denominated in a Foreign Currency, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed Borrowing, or (iii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower.

  • Notice by the Company The Company shall give prompt written notice to a Responsible Officer of the Trustee at the Principal Office of the Trustee of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV. Notwithstanding the provisions of this Article XV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV, unless and until a Responsible Officer of the Trustee at the Principal Office of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least 2 Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Debenture), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within 2 Business Days prior to such date. The Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder), to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XV, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

  • Performance by the Purchaser The Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Initial Closing and as of each Settlement Date.

  • By the Purchaser The Purchaser hereby represents and warrants to the Company as follows:

  • Default by the Purchaser If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).

  • Representations by the Purchaser The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:

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