Claims Notices Sample Clauses

Claims Notices. No Claim Notice for indemnification pursuant to this Section 7 may be delivered by a Buyer Indemnified Party or Seller Indemnified Party in relation to a representation, warranty, covenant or agreement after the expiration of the Applicable Limitation Date for such representation, warranty, covenant or agreement; provided, that if Buyers or Sellers’ Representative, as applicable, deliver a Claim Notice in accordance with Section 7.2(e) prior to the Applicable Limitation Date for the representation(s), warranty(ies), covenant(s) or agreement(s) with respect to which the claim set forth in such Claim Notice relates, such claim shall survive until resolved or judicially determined.

Claims Notices. The Registry will send Claims notices in accordance with the ICANN and TMCH policies during the Sunrise period and for a further period of at least ninety (90) days commencing from the General Availability launch date of the TLD. In the event an Applicant proceeds with a Registration Application, a notification is sent to the record holder of the TMCH entry. Such Applicant may further be deemed on notice of the intellectual property claims corresponding to the TMCH entry.

Claims Notices. Subject to the proviso below, thirty (30) days after receipt by Seller or ASA at any time on or before the Expiration Date of a certificate signed by any officer of Buyer (an "OFFICER'S CERTIFICATE"): (A) stating that Buyer has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses with respect to an Indemnity Matter (as defined below), and (B) specifying in reasonable detail the individual items of Losses 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 to which such item is related, and (C) a request that the Seller or ASA deliver to Buyer the relevant dollar amount, Seller or ASA, as the case may be, shall deliver to Buyer, as promptly as practicable, the dollar amount with a value equal to such Losses; PROVIDED, HOWEVER, that no such payment or delivery shall be made if Seller or ASA shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to Buyer prior to the expiration of such thirty (30) day period, whereby the conflict will be resolved as provided below in SECTION 7.2(D). For purposes of this Agreement, "INDEMNITY MATTER" shall mean any matter for which any Indemnified Party is entitled to indemnification pursuant to SECTION 7.2(A).

Claims Notices. No claim may be made for indemnification hereunder for breach of any representations, warranties, covenants or agreements after the expiration of the Applicable Limitation Date set forth above; provided, that if Buyer or Seller, as applicable, delivers written notice to the other Party of an indemnification claim for a breach of the representations, warranties, covenants and agreements (stating in reasonable detail the nature of, and factual and legal basis for, any such claim for indemnification) within the applicable time periods set forth above, such claim shall survive until resolved or judicially determined. Further, the representations and warranties of each of the Parties set forth in this Agreement are material and shall be deemed to have been relied upon by the Party or Parties to whom they are made and shall survive as set forth above, regardless of any investigation on the part of such Party or its Representatives (each Party reserving all rights hereunder in connection with any breach or alleged breach).

Claims Notices. At any time and from time to time hereafter, if the Escrow Agent, (A) receives a notice from Buyer on behalf of an Indemnified Person of any claim for Damages, which notice has been executed and simultaneously delivered to Shareholders (in accordance with Section 12.8 of the Asset Purchase Agreement) and the Escrow Agent by Buyer, specifies in reasonable detail the nature and basis of the claim for Damages and is substantially in the form attached hereto as Exhibit B (a "Claims Notice"), and (B) does not receive a notice of objection to such claim for Damages from Shareholders (an "Objection Notice") within thirty (30) days of receipt of such Claims Notice (the "Objection Period"), then the Escrow Agent shall, within two (2) business days following the expiration of the Objection Period (or such later period as directed in the Claims Notice), transfer from the Escrow Account to the appropriate Indemnified Person as directed by Buyer in such Claims Notice, in immediately available funds, the amount or amounts specified in such Claims Notice. If the Escrow Agent receives an Objection Notice, then the Escrow Agent shall not transfer any money with respect to such Claims Notice unless and until it receives a Final Judgment Notice or Mutual Consent Notice (each as defined below) in connection therewith.

Claims Notices. If any Person entitled to indemnification pursuant to Section 9.2 (each, an “Indemnified Party” and together, the “Indemnified Parties”) has incurred a Loss prior to the end of the Applicable Limitation Date and made a proper claim for indemnification pursuant to Section 9.2 subject to the terms and conditions of this Article IX, prior to the end of the Applicable Limitation Date, including by delivering prompt written notice (stating in reasonable detail the amount (to the extent known) and nature of, and factual and legal basis for, any such claim for indemnification) to the Indemnifying Party, the relevant representation, warranty or covenant shall not expire with respect to such claim, and such claim may be pursued until the final resolution of such claim in accordance with the provisions of this Article IX.

Claims Notices. (a) In the event that the Buyer (the “Indemnified Party”) estimates in good faith that the Indemnified Party has a claim to be indemnified by a Seller or Seller(s) (the “Indemnifying Party”) under this SECTION 8 (a “Claim”), then the Indemnified Party shall promptly send to the Indemnifying Party a written notice (a “Claim Notice”) which shall specify in reasonable detail the grounds for such Claim and the estimated amount of the Loss. (b) The Claim Notice shall be sent by the Indemnified Party to the Indemnifying Party within thirty (30) calendar days after the Indemnified Party first becomes aware of the facts on which the Claim is based, provided that failure by the Indemnified Party to comply with the foregoing shall have no consequence on the right of the Indemnified Party to make a Claim unless and to the extent the Indemnifying Party was materially prejudiced by such failure.