Claims Notices Sample Clauses

Claims Notices. (a) Any claim that Grantee makes for benefits relating to MRUs shall be filed in writing with the Committee. Written notice of the disposition of the claim shall be delivered to Grantee within 60 days after filing. If the claim is denied, the reasons shall be set forth in a statement delivered to Grantee. The filing of a claim in accordance with this Section 7 shall be a condition precedent to the initiation of any legal proceeding with respect to such claim.
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Claims Notices. No Claim Notice for indemnification pursuant to this Section 12 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 Buyer or Owners’ Representative, as applicable, deliver a Claim Notice in accordance with Section 12.2(g) 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. 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. 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. 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. 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.

Related to Claims Notices

  • Notices of Claims, Etc Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of or contemplated by this Section 6, notify such indemnifying party in writing of the commencement of such action; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under the indemnification provisions of or contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

  • Direct Claims Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30 day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall 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.

  • Notice of Legal Actions The Contractor must notify the Department of any legal actions filed against it for a violation of any laws, rules, codes, ordinances or licensing requirements within 30 days of the action being filed. The Contractor must notify the Department of any legal actions filed against it for a breach of a contract of similar size and scope to this Contract within 30 days of the action being filed. Failure to notify the Department of a legal action within 30 days of the action will be grounds for termination for cause of the Contract.

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