Notice by the Purchaser Sample Clauses

Notice by the Purchaser. No Damages may be recovered from the Vendor pursuant to Section 6.2(a) unless (subject to an Extension Event) a Claim Notice is delivered by the Purchaser in accordance with the timing set out below: (a) with respect to the Vendor Fundamental Representations and Warranties, at any time after Closing; (b) with respect to all other representations and warranties, other than Section 3.1(25) and Section 3.1(28), at any time within [***Relevant time period redacted] after Closing; (c) with respect to the representations and warranties in Section 3.1(25), at any time within [***Relevant time period redacted] after Closing; and (d) with respect to the representations and warranties in Section 3.1(28), at any time before the date that is [***Relevant time period redacted] after the relevant Governmental Authorities are no longer entitled to assess or reassess the NovaGold Subs in respect of the Taxes in question, having regard, without limitation, to: (i) any waiver given by the NovaGold Subs, as applicable, before the Closing Date in respect of such Taxes; and (ii) any entitlement of a Governmental Authority to assess or reassess a NovaGold Sub without limitation in the event of fraud or misrepresentation attributable to neglect, carelessness or wilful default, provided, however, that in the event of fraud, fraudulent misrepresentation or intentional misrepresentation (an “Extension Event”), relating to a representation and warranty of the Vendor in this Agreement, then notwithstanding the foregoing time limitations, the Purchaser Indemnified Parties shall be entitled to deliver a Claim Notice at any time for purposes of such a claim. Unless (subject to an Extension Event) a Claim Notice has been given in accordance with the timing set out in Sections 6.6(1)(b), (c) or (d), with respect to the representations and warranties referred to in any such Section, the Vendor shall be released on the date set out in Sections 6.6(1)(b), (c) or (d) as applicable, from all obligations in respect of representations and warranties referenced in those Sections and from the obligation to indemnify the Purchaser’s Indemnified Parties in respect thereof pursuant to Section 6.2(a). This Section 6.6(1) shall not be construed to impose any time limit on the Purchaser’s right to assert a claim to recover Damages under Sections 6.2(b), 6.2(c), 6.2(d), 6.2(e) or 6.3(1) whether or not the basis on which such a claim is asserted could also entitle the Purchaser to make a claim for Damages...

Notice by the Purchaser. If the Vendor fails to satisfy its obligations under clause 6 on or before the Completion Date, the Purchaser may give the Vendor a notice requiring it to satisfy those obligations within 14 days after the date of receipt of the notice. If the Vendor fails to satisfy those obligations on the date specified in the Purchaser’s notice, the Purchaser may, without affecting or limiting any other rights it might have, terminate this Agreement.

Notice by the Purchaser. No Damages may be recovered from the Vendor pursuant to Section 4.2(a) unless (subject to the fraud exception below) a Claim Notice is delivered by the Purchaser in accordance with the timing set out below: (a) with respect to the representations and warranties in Sections 2.1(1), 2.1(2), 2.1(6), 2.1(12)(b) and 2.1(22)(collectively, the “Fundamental Representations”), at any time after Closing; and (b) with respect to all other representations and warranties, on or before the second anniversary of Closing, provided, however, that in the event of fraud relating to a representation and warranty of the Vendor in this Agreement, then notwithstanding the foregoing time limitations, the Purchaser shall be entitled to deliver a Claim Notice at any time for purposes of such a claim. Unless (subject to the fraud exception above) a Claim Notice has been given in accordance with the timing set out in Section 4.5(1)(b), with respect to the representations and warranties referred to in any such Section, the Vendor shall be released on the date set out in Section 4.5(1)(b) from all obligations in respect of representations and warranties referenced in that Section and from the obligation to indemnify the Purchaser in respect thereof pursuant to Section 4.2(a). This Section 4.5(1) shall not be construed to impose any time limit on the Purchaser’s right to assert a claim to recover Damages under Sections 4.2(b) through 4.2(g).

Notice by the Purchaser. No Damages may be recovered from the Vendor pursuant to Section 7.4(a) through Section 7.4(i) unless a Notice of Claim is delivered by the Purchaser on or before the following dates: (a) with respect to Vendor Fundamental Representations, there is no outside date for Delivery of a Notice of Claim; (b) with respect to the Vendor Environmental Representations, on or before the last day of the Vendor Environmental Representations Survival Period; (c) with respect to a breach of any other representation or warranty of the Vendor contained in this Agreement or in any certificate executed and delivered pursuant to this Agreement, on or before the last day of the Representations Survival Period; (d) with respect to the Excluded Pre-Closing Environmental Liabilities, on or before the third anniversary of the Closing Date; (e) with respect to any breach or any non-fulfilment of any covenant or agreement on the part of the Vendor contained in this Agreement or in any certificate executed and delivered pursuant to this Agreement or in respect of the Vendor Pre-Closing Transactions, on or before the sixth anniversary of the Closing Date; and (f) with respect to any Vendor Taxes, to the extent that such Tax was not specifically taken into account on the Closing Financial Statements, on or before the ninetieth (90th) day after the closing of the applicable statute of limitations (including any extension thereof); provided that for purposes of clarity the gross amount of an item shall be specifically taken into account if it is ultimately reflected as a net number due to financial consolidation. Unless a Notice of Claim has been given on or before the dates set out above with respect to each particular representation, warranty, covenant and agreement, the Vendor shall be released on such date from all obligations in respect of that particular representation, warranty, covenant or agreement and from the obligation to indemnify the Purchaser Indemnified Parties in respect thereof pursuant to Section 7.4(a) through Section 7.4(i), as the case may be.

Notice by the Purchaser. No Damages may be recovered from the Vendor pursuant to Subsection 6.2(a) unless a Claim Notice is delivered by the Purchaser on or before the date that is twenty-four (24) months after Closing, provided, however, that in the event of fraud relating to a representation or warranty of the Vendor then notwithstanding the foregoing, the Purchaser shall be entitled to deliver a Claim Notice at any time for the purposes of such claim. This Subsection 6.5(1) shall not be construed to impose any time limit on the Purchaser’s right to assert a claim to recover Damages under Subsection 6.2(b).

Notice by the Purchaser. No Damages may be recovered from the Vendor or Merrimac pursuant to Section 5.3(a) unless a Notice of Claim is delivered by the Purchaser on or before the date that is 2 years after closing with respect with respect to the representations and warranties in Sections 3.1, and elsewhere under this Agreement. Unless a Notice of Claim has been given on or before the date set out above with respect to each particular representation and warranty, the Vendor and Merrimac shall be released on such date from all obligations in respect of that particular representation and warranty and from the obligation to indemnify the Purchaser’s Indemnified Parties in respect thereof pursuant to Section 5.3(a). This Section 5.7(1) shall not be construed to impose any time limit on the Purchaser’s right to assert a claim to recover Damages under Sections 5.3(b) whether or not the basis on which such a claim is asserted could also entitle the Purchaser to make a claim for Damages pursuant to Section 5.3(a).

Notice by the Purchaser. A claim for Damages pursuant to Section 8.2(a) arising as a result of a breach of representation or warranty made by a Vendor in Article 3 may be brought at any time. In respect of all other claims, no Damages may be recovered from the Vendors pursuant to Section 8.2(a) unless a Notice of Claim is delivered by the Purchaser on or before the following dates: (a) with respect to a claim based on Tax matters set out in Section 4.4(10), 60 days after the date on which the last applicable limitation period under any applicable Tax legislation expires with respect to any taxation year or period to which the representations and warranties relate (after giving effect to any waiver or extension); (b) with respect to all other representations and warranties, on or before 18 months after the Closing Date. Unless a Notice of Claim has been given on or before the date set out above with respect to each particular representation and warranty, the Vendors shall be released on such date from all obligations in respect of that particular representation and warranty and from the obligation to indemnify the Purchaser’s Indemnified Parties in respect thereof pursuant to Section 8.2(a). This Section 8.6(1) shall not be construed to impose any time limit on the Purchaser’s right to assert a claim to recover Damages under Sections 8.2(b), 8.2(c) or 8.2(h) whether or not the basis on which such a claim is asserted could also entitle the Purchaser to make a claim for Damages pursuant to Section 8.2(a).

Notice by the Purchaser. No Damages may be recovered from the Vendor pursuant to Section 4.2 unless (subject to the fraud exception below) a Claim Notice is delivered by the Purchaser on or before the date that is one year after the Closing Date; provided, however, that: (i) in the event of fraud relating to a representation and warranty of the Vendor in this Agreement; or (ii) in the event of a breach of Section 2.1(3)(i), then notwithstanding the foregoing time limitations, the Purchaser Indemnified Parties shall be entitled to deliver a Claim Notice at any time for purposes of such a claim. In the absence of fraud or a breach of Section 2.1(3)(i), unless a Claim Notice has been given on or before the date that is one year after the Closing Date with respect to which a right of indemnification is provided pursuant to Section 4.2, the Vendor shall be released on the date that is one year after the Closing Date from all obligations to indemnify the Purchaser's Indemnified Parties in respect thereof pursuant to Section 4.2 or otherwise.

Notice by the Purchaser. (a) No Losses may be recovered from the Seller pursuant to Section 6.2(a) (Breach of Seller Representations and Warranties) unless a Notice of Claim is delivered by the Purchaser within the eighteen month (18) period immediately following Closing (the “Survival Period”). No Losses may be recovered from the Seller pursuant to Section 6.2(b) (

Notice by the Purchaser. No Damages may be recovered from the Vendors or Don pursuant to Section 6.2(1)(a) unless a Notice of Claim is delivered by the Purchaser on or before the following dates: (a) with respect to the representations and warranties in Section 3.1, Section 3.2 at any time after the Closing Date; (b) with respect to the representations and warranties in Section 3.3(9), within 60 days after the expiry of the limitations period applicable for assessments or reassessments by the relevant taxing authority under applicable law; and (c) with respect to all other representations and warranties, on or before that date that is 18 months after the Closing Date. Unless a Notice of Claim has been given on or before the date set out above with respect to each particular representation and warranty, the Vendors and Don shall be released on such date from all obligations in respect of that particular representation and warranty and from the obligation to indemnify the Purchaser’s Indemnified Parties in respect thereof pursuant to Section 6.2(1)(a). This Section 6.6(1) shall not be construed to impose any time limit on the Purchaser’s right to assert a claim to recover Damages under Section 6.2(1)(b) whether or not the basis on which such a claim is asserted could also entitle the Purchaser to make a claim for Damages pursuant to Section 6.2(1)(a).