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.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Amacore Group, Inc.), Stock Purchase Agreement (Amacore Group, Inc.), Stock Purchase Agreement (Amacore Group, Inc.)
Contingent Claims. Nothing herein shall be deemed to prevent an Indemnified Party from making a claim hereunder for potential or contingent claims or demands (a “Contingent Claim”); provided that the Claim Notice sets forth the specific basis for any such potential or contingent claim 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.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Tabula Rasa HealthCare, Inc.), Stock Purchase Agreement (Gsi Commerce Inc), Asset Purchase Agreement (Discovery Laboratories Inc /De/)
Contingent Claims. Nothing herein shall be deemed to prevent an Indemnified Party from making a claim hereunder for potential or contingent claims or demands demands; provided that, the Notice of 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.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Transcend Services Inc), Asset Purchase Agreement (Transcend Services Inc)
Contingent Claims. Nothing herein shall be deemed to prevent an Indemnified Party 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 indemnified party has reasonable grounds to believe that such a claim or demand may be made.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amacore Group, Inc.), Agreement and Plan of Merger (Amacore Group, Inc.)
Contingent Claims. Nothing herein shall be deemed to prevent an Indemnified Party from making a claim hereunder for potential or contingent claims or demands demands; provided that the Notice of 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.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Edgar Express, Inc.), Agreement and Plan of Merger (FORM Holdings Corp.)
Contingent Claims. Nothing herein shall be deemed to prevent an Indemnified Party from making a claim hereunder for potential or contingent claims or demands (a “Contingent Claim”); provided that the Claim Notice sets forth the specific basis for any such potential or contingent claim Contingent Claim to the extent then feasible and the Indemnified Party has reasonable grounds to believe in good faith that such a claim or demand may be made.
Appears in 1 contract
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; provided, however, that any such potential or contingent claim or demand must mature into an actual claim or demand not later than three years after the Closing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Telespectrum Worldwide Inc)
Contingent Claims. Nothing herein shall be deemed to prevent an Indemnified Buyer Party from making a claim hereunder for potential or contingent claims or demands (a “Contingent Claim”); provided that the Claim Notice sets forth the specific basis for any such potential or contingent claim Contingent Claim to the extent then feasible and the Indemnified Buyer Party has reasonable grounds to believe that such a claim or demand may be made.
Appears in 1 contract
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 mademade and arbitration of other proceedings with respect to the actual claim are commenced by the relevant Indemnified Party within six months of the relevant Expiry Date for such claim. Right of Set-Off.
Appears in 1 contract
Samples: Agreement (Usdata Corp)
Contingent Claims. Nothing herein shall be deemed to prevent an Indemnified Party from making a claim hereunder for potential or contingent claims or demands (a “Contingent Claim”) provided the Claim Notice sets forth the specific basis for any such potential or contingent claim 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.
Appears in 1 contract
Samples: Asset Purchase Agreement (World Health Alternatives Inc)
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; provided, however, that any such potential or contingent claim or demand must mature into an actual claim or demand not later than three years after the Closing Date.
Appears in 1 contract
Contingent Claims. Nothing herein shall be deemed to prevent an Indemnified Party from making a claim hereunder for potential or contingent claims or demands (a “Contingent Claim”); provided that the Claim Notice sets forth the specific basis for any such potential or contingent claim Contingent Claim to the extent then feasible and the Indemnified Party has reasonable grounds to believe reasonably and in good faith believes that such a claim or demand may be made.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Tabula Rasa HealthCare, Inc.)
Contingent Claims. Nothing herein shall be deemed to prevent an Indemnified Party from making a claim hereunder for potential or contingent claims or demands based on an overtly threatened Action (a "Contingent Claim"); provided that the Claim Notice sets forth the specific basis for any such potential or contingent claim 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.
Appears in 1 contract
Samples: Share Purchase Agreement (Quipp Inc)
Contingent Claims. Nothing herein shall be deemed to prevent an Indemnified Party from making a claim hereunder for potential or contingent claims or demands demands; provided that the Claim Notice Certificate 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Amicus Therapeutics Inc)
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.
Appears in 1 contract
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 in reasonable detail 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.
Appears in 1 contract