External Claims Sample Clauses

External Claims. 12.5.1 As soon as reasonably possible and in any event within thirty (30) Business Days from the receipt by the Buyer or a Group Company of a notice from a third party of any claim which may entitle the Buyer to make a Claim against (or seek another indemnifiable Loss against) one or more Sellers under the terms of this Agreement (an “External Claim”), the Buyer shall notify the Sellers’ Representative (on behalf of the applicable Seller(s)) in writing. The failure to timely provide such notice, however, shall not release the Sellers from any of their obligations under this Clause 12 except to the extent that the Sellers are prejudiced by such failure.
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External Claims. Notification and consultation If the Purchaser or any other member of the Purchaser’s Group becomes aware of any actual or threatened claim, demand or proceeding by a third party against any member of the Purchaser’s Group (an “External Claim”) or of any fact or matter which may give rise to an External Claim, in relation to which it is likely that the Purchaser is, or might be or become, entitled to claim against the Vendor in respect of the Warranties other than the Tax Warranties: * - Confidential Treatment Requested. Omitted portions filed with the Securities and Exchange Commission.
External Claims. 21 16. CONFIDENTIALITY......................................................22 17. TERMINATION..........................................................23 18. MISCELLANEOUS........................................................24
External Claims. 8.13 The Purchaser will, as soon as practicable after it or any member of the Purchaser's Group becoming aware of the same, notify the Seller of any matter which will or would be reasonably likely to result in an actual or threatened claim, demand or proceeding against the Purchaser or any member of the Purchaser's Group (including the Company and the JV Group following Completion) (an "External Claim"), or of any fact or matter which may give rise to an External Claim in relation to which it appears that the Purchaser is, or might be or might become, entitled to claim against the Seller in respect of this Agreement, the Purchaser shall as soon as reasonably possible but in any event within twenty (20) Business Days notify the Seller in writing specifying in reasonable detail the nature of the potential Liability and, so far as practicable, the amount likely to be claimed.
External Claims. 16.1 If any of the Buyers or any other member of the Buyers’ Group becomes aware of any actual or threatened claim, demand or proceeding against any member of the Buyers’ Group (an External Claim), or of any fact or matter which may give rise to an External Claim, in relation to which it appears that the Buyers or any other member of the Buyers’ Group are, or might be or become, entitled to make a Relevant Claim (other than a Tax Related Claim, to which the provisions of Schedule 21 (Tax Covenant) shall apply):
External Claims. (a) Notification and Consultation. If the Purchaser or any other Purchaser Indemnified Party becomes aware of any Claim against any Purchaser Indemnified Party (an “External Claim”) in relation to which it is likely that a Purchaser Indemnified Party is entitled to claim against the Sealed Air Parties in respect of any of the Warranties or indemnities in this Agreement or the Royalties Letter (except for the indemnities under section 6.2 (n) which shall, for the avoidance of doubt, not be subject to this section 10.11):
External Claims 
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Related to External Claims

  • Environmental Claims No Environmental Claim has been commenced or (to the best of its knowledge and belief) is threatened against any member of the Group where that claim would be reasonably likely, if determined against that member of the Group to have a Material Adverse Effect.

  • Adverse Actions Take any action or fail to take any action that is intended or is reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VI not being satisfied or (iii) a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law or regulation.

  • Tax Claims Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.

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