Notice by Purchaser. From the date of this Agreement until the Closing, Purchaser promptly will notify Seller if any representation or warranty of Purchaser set forth in this Agreement was untrue when made or subsequently has become untrue.
Notice by Purchaser. No Damages may be recovered from Seller pursuant to Section 6.2(1) or Section 6.2(6)(a) unless (subject to Fraud) a Claim Notice is delivered by Purchaser in accordance with the timing set out below:
(a) with respect to the Seller Fundamental Representations and Warranties and the Specified Matters, at any time within forty-five (45) days after the expiration of the statute of limitations applicable to Governmental Authorities or other Persons with respect to (i) matters that could constitute a breach of such representations and warranties, in the case of the Seller Fundamental Representations and Warranties, and (ii) claims that could be asserted in respect of such matters, in the case of the Specified Matters;
(b) with respect to the representations and warranties in Section 3.1(24), at any time within five (5) years after the Closing Date; and
(c) with respect to all other representations and warranties, at any time within eighteen (18) months after Closing, provided, however, that in the event of Fraud relating to a representation and warranty of Seller in this Agreement, then notwithstanding the foregoing time limitations, the Purchaser’s Indemnified Parties shall be entitled to deliver a Claim Notice at any time for purposes of such a claim. Unless (subject to Fraud) a Claim Notice has been given in accordance with the timing set out in Sections 6.5(1)(a), (b), or (c) with respect to the representations and warranties referred to in such Section, Seller shall be released on the date set out in Sections 6.5(1)(a), (b) or (c), as applicable, from all obligations in respect of representations and warranties referenced in the applicable Section and from the obligation to indemnify the Purchaser’s Indemnified Parties in respect thereof pursuant to Section 6.2(1).
Notice by Purchaser. (a) Prior to the Closing Date, Purchaser shall promptly provide notice to Seller of the occurrence of any breach of any representation or warranty of Purchaser set forth in Article IV of this Agreement or the occurrence of any event or circumstance that would reasonably be likely to cause or constitute a breach of any such representation or warranty had that representation or warranty been made as of the time of the occurrence of such event or circumstance, in each case only if such breach would result in the condition to Closing set forth in Section 6.3(a) not being satisfied; provided, however, that (i) the failure to provide any such notice shall not affect the obligations of the parties to effect the Closing if all of the conditions to Closing set forth in this Agreement shall have been satisfied or waived (assuming, for these purposes, that the failure to provide such notice had not occurred), and (ii) no such notice will be deemed to have cured any breach of any representation or warranty or affect any right or remedy of Seller under this Agreement.
(b) Prior to the Closing Date, Purchaser shall promptly provide notice to Seller of any breach of any covenant of Purchaser set forth in Article V of this Agreement if such breach would result in the condition to Closing set forth in Section 6.3(b) not being satisfied; provided, however, that (i) the failure to provide any such notice shall not affect the obligations of the parties to effect the Closing if all of the conditions to Closing set forth in this Agreement shall have been satisfied or waived (assuming, for these purposes, that the failure to provide such notice had not occurred), and (ii) no such notice will be deemed to have cured any breach of any representation or warranty or affect any right or remedy of Seller under this Agreement.
Notice by Purchaser. Prior to the Closing Date, Purchaser shall promptly provide notice to Seller of any fact or condition which becomes known to Purchaser that, absent cure, would be reasonably likely to prevent the condition to Closing set forth in Section 6.3(a) from being satisfied; provided, however, that (i) the failure to provide any such notice shall not affect (A) the obligations of the parties to effect the Closing if all of the conditions to Closing set forth in this Agreement shall have been satisfied or waived (assuming, for these purposes, that the failure to provide such notice had not occurred) (B) the rights of the parties to terminate this Agreement in Section 7.1 or (C) any of the indemnification provisions under Article VIII, and (ii) no such notice will be deemed to have cured any breach of any representation or warranty or affect any right or remedy of Seller under this Agreement.
Notice by Purchaser. The Purchaser shall promptly notify the Supplier after becoming aware of any claim, suit or demand is made or action brought against the Purchaser or any of their respective Affiliates or Associates, to which Article 18.3 may apply and the Purchaser may either:
a) require that the Supplier conducts all claims and defends any suit or proceeding brought by any third party in relation to the Work or any part thereof (including any Item) on the ground of the infringement of any Intellectual Property Rights. In such a case, the Purchaser will provide reasonable information and assistance requested by the Supplier and the Supplier shall keep the Purchaser informed at all times of the evolution of the matter and shall obtain written approval from the Purchaser prior to making any significant decision in the course of the proceedings including any settlement with the claimant. Reasonable costs incurred by the Purchaser in giving such assistance shall be borne by the Supplier; or
b) decide to conduct the claim, without incurring any liability in this regard, and/or to defend the suit, in which case the Supplier shall, at its expense, provide the Purchaser with any information and assistance as requested by the Purchaser.
