CLAIMS BY BUYER Sample Clauses

CLAIMS BY BUYER. Buyer shall notify Seller in writing promptly after the discovery of any claim upon which Buyer will demand indemnification from Seller under this Agreement. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the Indemnified Loss. Within fifteen (15) days after receipt of the notice, Seller shall either reimburse Buyer for the amount of the claim or notify Buyer of Seller's intent to dispute the claim. The foregoing notwithstanding, if Buyer would otherwise be entitled to indemnification under this Agreement but for the failure of Buyer to timely deliver a notice, Buyer shall nevertheless be entitled to be indemnified under this Article unless Seller can establish that Seller has been materially prejudiced by any time elapsed or by any intervening payment, settlement, or other disposition of the claim.

CLAIMS BY BUYER. Xxxxxxx shall thereupon be afforded a reasonable opportunity to inspect the goods. All claims not made in the time period and manner specified above shall be deemed waived. All actions, claims or defenses by Buyer shall be deemed waived unless commenced or asserted within 6 months of receipt of the goods. No claims for visible, external damage or shortage will be allowed unless they are accompanied by an inspection report or signed delivery receipt noting such loss or damage signed by a representative of the carrier and forwarded to the Xxxxxxx Xxxx President, Marketing & Sales within 30 days of the invoice date.

CLAIMS BY BUYER. Buyer shall notify the Shareholders in writing with reasonable promptness after the discovery of any claim upon which Buyer will demand indemnification from the Shareholders under this Agreement. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the Indemnified Loss. Within 14 days after receipt of the notice, the Shareholders shall either reimburse Buyer for the amount of the claim (or acknowledge Buyer's right of offset) or notify Buyer of the Shareholder's intent to dispute the claim.

CLAIMS BY BUYER. Any claims made by Buyer as a --------------- result of unsatisfied net prorations or Purchase Price adjustments in Buyer's favor, or as a consequence of the failure of Seller to deliver the Assets as represented by Seller in this Agreement, including but not limited to any reduction in the Purchase Price occasioned by Seller's failure to deliver at least six thousand six hundred fifty (6,650) Basic Subscribers, as provided for in Section 4.1 of this Agreement.

CLAIMS BY BUYER. 23 9.5 Offset. . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 9.6

CLAIMS BY BUYER. (a) In the event of any claim by Buyer regarding the quality of the goods delivered, such goods must be promptly offered to Seller for examination. If for any reason Buyer fails to afford adequate opportunity for examination by Seller, Buyer shall not be entitled to any reduction or claim based upon or relating to such goods.

CLAIMS BY BUYER. Products supplied by the Company to the Buyer under this Agreement will comply with the most recent specifica�ons. The Specifica�ons may only be varied by agreement in wri�ng between the Par�es. In the event that the Company wishes to vary the Specifica�ons the Company shall give the Buyer no less than 30 days wri�en no�ce se�ng out the details of any proposed change (such no�ce to include a copy of the amended Product Specifica�on). The Buyer shall within the said no�ce period of 30 days no�fy the Company in wri�ng sta�ng whether or not it consents to such change provided that it shall not unreasonably withhold or delay its consent but shall not be obliged to give its consent un�l (if pricing has to be agreed or determined) the price for the new specification is agreed or determined. The Company undertakes to replace at its own expense any Products that differ materially in quality or descrip�on on delivery from the Products purpor�ng to be sold by the invoice. All other warran�es and condi�ons are excluded, and the Company shall not be further liable in the absence of negligence in respect of injury, loss or damage consequen�al upon the sale or delivery of the Products on the invoice. No�ce of any claim for damage, defect, variance of quality or descrip�on, or shortage in quantity shall be given by the Buyers in wri�ng to the Company at its registered office as shown on the invoice or delivery note within three days a�er the Products are delivered or, in the case of non-delivery of the whole consignment, within three days a�er receipt of invoice, and (where appropriate) such no�ce shall state when and where the Products may be inspected by the Company. The giving of such no�ce shall be a condi�on precedent to any such claim, and in default of such no�ce the Company shall not be liable in respect of such damage, defect, variance or shortage, and the Buyers shall be liable to pay for the full quan�ty of the Products to which the invoice relates unless, where the Products are delivered by carrier, liability is accepted by the carrier

CLAIMS BY BUYER. If Buyer or any Buyer Indemnitee has a claim for indemnification hereunder, Buyer or such Buyer Indemnitee shall deliver a notice (the "Indemnification Notice") to Parent: (A) stating that Buyer has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Damages, and (B) specifying in reasonable detail the individual items of Damages included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant or other matter to which such item is related.

CLAIMS BY BUYER. (a) In the event of any claim by Xxxxx regarding the quality of the goods delivered, such goods must be promptly offered to Seller for examination. If for any reason Buyer fails to afford adequate opportunity for examination by Seller, Buyer shall not be entitled to any reduction or claim based upon or relating to such goods. (b) Claims of any kind or nature, except for latent defects, must be made in writing within thirty (30) days after receipt of the goods by Buyer or its agent. (c) Seller shall have no obligation to replace goods claimed to be defective unless Seller receives representative samples of the goods and an opportunity to examine the goods at a place convenient to the Seller. (d) Xxxxx’s right to reject goods by reason of defect shall at all times be limited to that portion of the goods actually defective. (e) No goods may be returned to Seller without its prior authorization.

CLAIMS BY BUYER. DDS, LLC shall thereupon be afforded a reasonable opportunity to inspect the goods. All claims not made in the time period and manner specified above shall be deemed waived. All actions, claims or defenses by Buyer shall be deemed waived unless commenced or asserted within six (6) months of receipt of the goods. No claims for visible, external damage or shortage will be allowed unless they are accompanied by an inspection report or signed delivery receipt noting such loss or damage signed by a representative of the carrier and forwarded to the DDS, LLC National Sales Manager within 30 days of the invoice date.