Contingent Claims. Nothing herein shall be deemed to prevent an Indemnitee from making a claim hereunder for potential or contingent claims or demands; provided that the Notice of Claim sets forth the specific basis for any such contingent claim to the extent then feasible and the Indemnitee has reasonable grounds to believe that such a claim may be made.
Contingent Claims. Nothing herein shall be deemed to prevent an Indemnified Party from making a claim hereunder for potential or contingent claims or demands provided the Claim Notice sets forth the specific basis for any such potential or contingent claim to the extent then feasible and the Indemnified Party has reasonable grounds to believe that such a claim or demand may be made.
Contingent Claims. If any claim relates to a liability which, at the time that such Claim is notified to the Vendors’ Representative is contingent only, the Vendors shall not be under any obligation to make any payment to the Purchaser in respect thereof unless and until such time as the contingent liability ceases to be contingent and becomes actual.
Contingent Claims. If the Warranty Claim arises in connection with a liability of any member of the Group which, at the time at which the claim is notified to the Sellers, is contingent then the Sellers will have no obligation to make any payment to the Buyer in respect of that breach unless and until such time as the contingent liability ceases to be contingent and becomes an actual liability. So long as any Warranty Claim arising by reason of a contingent liability shall have been notified to the Seller in accordance with paragraph 2, then paragraph 2 shall be amended in relation to such Warranty Claim so as to require that liability for the Warranty Claim be accepted by the Sellers in writing or court proceedings in respect of the Warranty Claim be instituted within 90 days from the date on which the said liability ceases to be contingent, provided that if such contingent liability shall not have become an actual liability by the fourth anniversary of the date of this Agreement, such Warranty Claim shall no longer be capable of recovery from the Sellers under this Agreement.
Contingent Claims. 5.1 If any Claim based upon a liability which is contingent only, provided the Claim has been notified in accordance with the time limits set out in paragraph 2, the Vendors shall not be liable to make payment unless and until such contingent liability becomes an actual liability and gives rise to an obligation to make a payment.
Contingent Claims. No Seller shall not be liable for any claim under the Seller Warranties or otherwise under any Transaction Document which arises by reason of a liability which, at the time when written notice of the claim is given to the Seller, is contingent only or is otherwise not capable of being quantified and no Seller shall not be liable to make any payment in respect of such claim unless and until the liability becomes an actual liability or (as the case may be) becomes capable of being quantified.
Contingent Claims. 5.1 The Sellers shall be under no liability in respect of any claim under the Sellers' Warranties which is based upon a liability which is contingent only or otherwise not capable of being quantified (a "Contingent Claim") unless and until such liability becomes an actual liability or becomes capable of being quantified.
5.2 For the avoidance of doubt, a Contingent Claim must be notified to the Sellers within the time limit specified in paragraphs 2.1(a) and (b). However, provided that it has been so notified, the 9 month period referred to in paragraph 2.2 shall, in the case of a Contingent Claim, commence on the date that the underlying contingent liability becomes an actual liability or becomes capable of being quantified.
Contingent Claims. 5.1 No Seller shall be liable to make any payment in respect of any Warranty Claim to the extent that it relates to a contingent liability until such liability becomes an actual liability, but so that, provided the Purchaser has given valid notice in writing of the relevant Warranty Claim within the time limits referred to in subparagraph 12, the fact that the contingent liability that is the subject of the Warranty Claim does not become an actual liability within such time limits shall not prevent the Purchaser from bringing any such Warranty Claim at any time after the expiry of such time limits nor exonerate the Sellers or any of them from any Warranty Claim validly notified before that date.
Contingent Claims. 35 7.10 Exclusive Remedy.........................................36 7.11 Characterization of Payments.............................36
Contingent Claims. 3.1 The Vendor shall not be liable in respect of any Warranty Claim, Tax Warranty Claim or Specific Indemnity Claim based on a matter involving a contingent liability until such matter constitutes or gives rise to an actual liability of any member of the Purchaser's Group.
3.2 Paragraph 3.1 shall not prevent the Purchaser from giving notice of a Warranty Claim, Tax Warranty Claim or Specific Indemnity Claim under paragraph 1 based on a matter involving a contingent liability, and provided such notice has been given (and subject to the other provisions of this Schedule 6) nor shall it prevent the Vendor from being liable in respect of such Warranty Claim, Tax Warranty Claim or Specific Indemnity Claim once the relevant matter constitutes or gives rise to an actual liability of any Acquired Group Company.
