Notice by Seller. Seller and the Investor agree to notify in writing the other parties of any liabilities, claims or misrepresentations, breaches or other matters covered by this Section 11 upon discovery or receipt of notice thereof (other than from such other parties), whether before or after any Closing Date.
Notice by Seller. Seller agrees to notify Buyer of any liabilities, claims or misrepresentations, breaches or other matters covered by this Article X upon discovery or receipt of notice thereof (other than from Buyer), whether before or after Closing.
Notice by Seller. Seller, MSRE and MSAM agree to notify in writing the other parties of any liabilities, claims or misrepresentations, breaches or other matters covered by this Section 11 upon discovery or receipt of notice thereof (other than from such other parties), whether before or after any Closing Date.
Notice by Seller. Whenever a Seller has requested that any Registrable Shares be registered pursuant to this Agreement, such Seller shall notify Conexant, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event (to such Seller's knowledge and as to matters concerning such Seller) as a result of which the Prospectus included in the Registration Statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Notice by Seller to Buyer of a Forced Outage shall include the reason for the Outage (if known), expected duration of the Outage, and the capacity reduction.
Notice by Seller. No Damages may be recovered from Purchaser or the Guarantor pursuant to Section 6.3(1) unless (subject to Fraud) a Claim Notice is delivered by Seller in accordance with the timing set out below:
(a) with respect to the Purchaser Fundamental Representations and Warranties 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 matters that could constitute a breach of such representations and warranties; and
(b) 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 Purchaser or the Guarantor in this Agreement, then notwithstanding the foregoing time limitations, the Seller’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(2)(a) or (b) with respect to the representations and warranties referred to in such Section, Purchaser and the Guarantor shall be released on the date set out in Sections 6.5(2)(a) or 6.5(2)(b), as applicable, from all obligations in respect of representations and warranties referenced in the applicable Sections and from the obligation to indemnify the Seller’s Indemnified Parties in respect thereof pursuant to Section 6.3(1).
Notice by Seller. (a) Prior to the Closing Date, Seller shall promptly provide notice to Purchaser of the occurrence of any breach of any representation or warranty of Seller set forth in Article III 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 6.2(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 Purchaser under this Agreement.
(b) Prior to the Closing Date, Seller shall promptly provide notice to Purchaser of any breach of any covenant of Seller set forth in Article V of this Agreement if such breach would result in the condition to Closing set forth in Section 6.2(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 Purchaser under this Agreement.
Notice by Seller. (a) Seller shall provide Buyer with written notice as promptly as practicable (and in any event within five (5) Business Days) after becoming aware of any of the following:
(i) any breach or default by any XOMA Entity of any covenant, agreement or other provision of this Agreement or any other Transaction Document;
(ii) any representation or warranty made or deemed made by any XOMA Entity in any of the Transaction Documents or in any certificate delivered to Buyer pursuant to any Transaction Documents shall prove to be untrue, incorrect or incomplete in any material respect on the date as of which made or deemed made;
(iii) the occurrence of an Insolvency Event with respect to any XOMA Entity or the occurrence of any equivalent event with respect to the Licensee;
(iv) the occurrence of any event or circumstance that could reasonably be expected to have a Material Adverse Effect;
(v) any breach or default by the Licensee under the License Agreement; and
(vi) any written notice, report (including without limitation royalty reports and worksheets) or other written communication, together with copies of the same, received from or on behalf of Licensee with respect to the Purchased Interest, any of the other Assigned Rights or the License Agreement.
(b) In the event any oral communication is received by Seller from the Licensee the substance of which could reasonably be expected to have a Material Adverse Effect, Seller shall promptly inform Buyer of such oral communication and provide a reasonable description of such oral communication.
Notice by Seller. 38 10.6 Exclusive Remedy...............................................................................38 10.7
Notice by Seller. Credence shall notify Newco of any liabilities, claims or misrepresentations, breaches or other matters covered by this Article 8 upon (i) discovery facts or circumstances constituting such liability, claim, misrepresentation, breach or other matter, or (ii) receipt of notice thereof (other than from Newco), in either case whether before or after Closing.
