Making of Claims a. If either Party has received notice from a third party regarding a matter for which either Party or its Affiliates may be liable, the Party receiving notice shall within thirty (30) days, or if the Party not in breach acquires actual knowledge of facts or circumstances on the basis of which the Party not in breach has a Claim, it shall within ninety (90) days, deliver to the other Party or its Affiliates a written notice which will include in detail the facts and circumstances pertaining to such Claim, a detailed specification and calculation thereof (to the extent reasonably determinable) and supporting documents sufficiently evidencing the amount of the damages (to the extent reasonably determinable) which a Party alleges to have suffered or incurred (a “Claim Notice”). A failure by either Party to give notice of the notice, facts, action or suit in a timely manner pursuant to this Section 9.4 shall not limit the obligation of the either Party under this Section 9, except (a) to the extent that Party is actually prejudiced thereby and (b) the extent the Claim is made following the end of the applicable Survival Period.
Making of Claims. (i) Any Buyer Indemnified Person may bring a claim for the inaccuracy or breach of a representation or warranty made by a Seller or the Company in this Agreement, or the certificates delivered pursuant to Section 9.01(d), as appropriate (in each case subject to the other limitations set forth herein), by delivering a written notice of such claim to the Sellers’ Representative (in which it describes such claim in reasonable detail, specifying the representations and warranties it alleges to have been inaccurate or breached and identifying its Losses, to the extent then known) prior to the expiration of the applicable survival period set forth in this Section 7.03 above.
Making of Claims. (a) Buyer may not make any claim for indemnification hereunder unless Buyer first delivers to Seller and (if such claim is made within the Escrow Period) to the Escrow Agent, an Officer's Indemnification Certificate of Buyer asserting such claim for indemnification.
Making of Claims. The Tenant must not commence proceedings or make any claim on account of any injury or damage to the Premises arising directly or indirectly from the erection of any structure or the alteration of any structure on any land neighbouring the Premises by the Landlord or for which the Landlord has given its permission or in respect of any servitude, wayleave or privilege granted or to be granted by the Landlord for the benefit of any land or structure erected or to be erected on any land neighbouring the Premises and at its own expense (if required) to consent to such permission given by the Landlord.
Making of Claims. (a) The Seller must use all reasonable endeavours to make (or procure that its Related Bodies Corporate make) all claims under the Insurances in respect of losses or liabilities covered by such policies arising in the Interim Period, at the cost of the Seller, promptly and in accordance with the requirements of the relevant policy.
Making of Claims. No Buyer Indemnified Party or Holder Indemnified Party (each, an ”Indemnified Party”) shall be entitled to indemnification for Losses under this Agreement unless the Indemnified Party shall have given to the other party from which indemnification is sought (the “Indemnifying Party”) a written claim notice relating to such Loss for which such Indemnified Party is entitled to indemnification under this Article V (“Indemnification Claim”) prior to the expiration of the representation, warranty or covenant upon which the claim is based. The Indemnification Claim shall be given reasonably promptly (but in no event more than twenty (20) Business Days) after the Indemnified Party becomes aware that a claim for indemnification may be warranted, and shall state in reasonable detail, including the factual circumstances giving rise to and the basis of the Indemnified Party’s request for indemnification under this Agreement, and will indicate the amount (estimated, if necessary) of the Loss that has been or may be suffered. If the Indemnified Party delivering the Indemnification Claim is a Buyer Indemnified Party, then the Indemnified Party shall also deliver a copy of the Indemnification Claim to the Escrow Agent on the same day that the Indemnified Party delivers the Indemnification Claim to the Holders Representative. The failure of any Indemnified Party to give notice of an Indemnification Claim shall not relieve the Indemnifying Party of its obligations under this Section 5.4, except to the extent that the Indemnifying Party is materially prejudiced by the failure to give such Indemnification Claim.
Making of Claims. A claim for indemnity pursuant to this Article VI may only be made by an indemnified party by written notice to the indemnifying party which notice shall be given within sixty (60) days after the indemnified party becomes aware of the Claim or matter giving rise to an indemnification right. Such written notice shall set forth in reasonable detail the basis upon which such Claim for indemnity or right to indemnification is made. Notwithstanding the indemnification in Subsections (b) and (c) of this Section 6.1, no party shall assert any claim for indemnification against any other party under this Agreement unless the amount of the claim is at least $5,000 provided, however, there is specifically excluded from the operation of this requirement the following obligations of the parties none of which shall be subject to any minimum threshold: (1) the respective obligations of the parties to pay their own Exchange Transaction taxes, costs and expenses including legal and accounting fees; (2) CPI’s obligation to eliminate all liabilities and obligations of CPI at or prior to the Closing; and (3) the respective obligations of the parties to deliver to each other the TaxMasters CPI Shares, the Control Series of Preferred Shares, the Earnout Shares, and the TaxMasters Shares.
Making of Claims. All claims for indemnification under this Agreement shall be made within the time specified in SECTION 15 hereof. All claims for indemnification shall be made in writing.
Making of Claims. A claim for indemnity pursuant to this Section 14 may only be made by an Indemnified Party by written notice to the Indemnifying Party. Such prompt written notice shall set forth in reasonable detail the basis upon which such claim for indemnity is made.
Making of Claims. Any claim for indemnification under Article IX based on a breach of a representation or warranty that is not brought within the applicable period set forth in 47 _____________________________________________________________________________ this Section 7.02 above by a written notice delivered as required by Section 11.02 of this Agreement shall be forever barred. Notwithstanding anything to the contrary herein, if the Buyer or the Seller, as applicable, delivers written notice to the other of a claim for indemnification within the applicable period set forth in Section 7.02(a) or Section 7.02(b), such claim shall survive until finally resolved or judicially determined.
