Notice by the Vendors Sample Clauses

Notice by the Vendors. No Damages may be recovered from the Purchaser pursuant to Section 6.6(a) unless a Claim Notice is delivered by either of the Vendors on or before the date that is 2 years after Closing. Unless a Claim Notice has been given on or before the date that is 2 years after Closing with respect to each particular representation and warranty, the Purchaser shall be released on the date that is 2 years after Closing from all obligations in respect of that particular representation and warranty and from the obligation to indemnify the Vendors’ Indemnified Parties in respect thereof pursuant to Section 6.6(a). This Section 6.9(2) shall not be construed to impose any time limit on the Vendors’ right to assert a claim to recover Damages under Section 6.6(b), whether or not the basis on which such a claim is asserted could also entitle either of the Vendors to make a claim for Damages pursuant to Section 6.6(a).
Sample 1
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Notice by the Vendors. No Damages may be recovered from the Purchasers pursuant to Section 4 unless a Claim Notice is delivered by the respective Vendor on or before the second anniversary of the Closing Date. Unless a Claim Notice has been given on or before the second anniversary of the Closing Date with respect to each particular representation and warranty, the Purchasers shall be released on the second anniversary of the Closing Date from all obligations in respect of that particular representation and warranty and from the obligation to indemnify the respective Vendor’s Indemnified Parties in respect thereof pursuant to Section 4.
Sample 1
Notice by the Vendors. No Damages may be recovered from the Purchaser pursuant to Section 4.3(a) unless a Claim Notice is delivered by the Vendors on or before the date that is 18 months after Closing. Unless a Claim Notice has been given on or before the date that is 18 months after Closing with respect to each particular representation and warranty, the Purchaser shall be released on the date that is 18 months after Closing from all obligations in respect of that particular representation and warranty and from the obligation to indemnify the Vendors' Indemnified Parties in respect thereof pursuant to Section 4.3(a).
Sample 1
Notice by the Vendors. No Damages may be recovered from the Purchaser pursuant to Section 8.3(a) unless a Notice of Claim is delivered by the Vendors within 18 months of the Closing Date. Unless a Notice of Claim has been given within such time period with respect to each particular representation and warranty, the Purchaser shall be released from all obligations in respect of that particular representation and warranty and from the obligation to indemnify the Vendors in respect thereof pursuant to Section 8.3(a). This Section 8.6(2) shall not be construed to impose any time limit on the Vendors’ right to assert a claim to recover Damages under Section 8.3(b), whether or not the basis on which such a claim is asserted could also entitle the Vendors to make a claim for Damages pursuant to Section 8.3(a).
Sample 1
Notice by the Vendors. No Damages may be recovered from the Purchaser pursuant to Section 7.3(a) unless (subject to the fraud exception below) a Claim Notice is delivered by the Vendors in accordance with the timing set out below: (a) with respect to the Purchaser Fundamental Representations, at any time after Closing; (b) with respect to the representations and warranties in Section 4.3(27), at any time before the date that is 90 days after the relevant Governmental Authorities are no longer entitled to assess or reassess the Purchaser in respect of the Taxes in question, having regard, without limitation, to: (i) any waiver given by the Purchaser before the Closing Date in respect of such Taxes; and (ii) any entitlement of a Governmental Authority to assess or reassess the Purchaser without limitation in the event of fraud or misrepresentation attributable to neglect, carelessness or wilful default; and (c) with respect to all other representations and warranties, on or before date that is 12 months after the Closing Date, provided, however, that in the event of fraud relating to a representation and warranty of the Purchaser in this Agreement, then notwithstanding the foregoing time limitations, the Vendor’s Indemnified Parties 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 7.5(2)(b) or 7.5(2)(c), with respect to the representations and warranties referred to in any such Section, the Purchaser shall be released on the date set out in Section 7.5(2)(b) or 7.5(2)(c), as applicable, from all obligations in respect of representations and warranties referenced in those Sections and from the obligation to indemnify the Vendor’s Indemnified Parties in respect thereof pursuant to Section 7.3(a). This Section 7.5(2) shall not be construed to impose any time limit on any Vendor’s right to assert a claim to recover Damages under Section 7.3(b), including, without limitation, the Purchaser’s failure to execute the election provided in Section 2.6 on a timely basis, whether or not the basis on which such a claim is asserted could also entitle the Vendor to make a claim for Damages pursuant to Section 7.3(a); provided, however, that the Vendor shall not assert a claim to recover Damages under Section 7.3(b) if the Vendor has relied on the same set of facts to make a claim under Section 7.3(a).
Sample 1
Notice by the Vendors. If the Purchaser fails to satisfy its obligations under Clauses 6.1 to 6.6 in respect of the BTIA Shares on the due date, the Vendors may give the Purchaser a notice requiring it to satisfy those obligations within a period of -------------------------------------------------------------------------------- PAGE 31 38 Allex Xxxxx XXXRE SALE DEED & Hemsxxx -------------------------------------------------------------------------------- 10 business days from the date of receipt of the notice, and declaring time to be of the essence in all respects. If the Purchaser fails to satisfy those obligations on the date specified in the Vendors' notice, the Vendors may, without affecting or limiting any other rights it might have, terminate this Deed.
Sample 1
Notice by the Vendors. No Damages may be recovered from the Purchaser pursuant to Section 9.3(a) unless a Claim Notice is delivered by the Vendors in accordance with the timing set out below: (i) with respect to Purchaser Fundamental Representations, on or before the date that is six (6) years following the Closing Date; and (ii) with respect to all other representations and warranties given by the Purchaser, on or before the first anniversary of the Closing Date; provided, however, that in the event of Fraud relating to a representation and warranty of the Purchaser in this Agreement, then notwithstanding the foregoing time limitations, the Vendors’ Indemnified Parties shall be entitled to deliver a Claim Notice at any time for purposes of such a claim. This Section 9.5(b) shall not be construed to impose any time limit on the Vendors’ right to assert a claim to recover Damages under Section 9.3(b).
Sample 1
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Notice by the Vendors. No Damages may be recovered from the Purchaser pursuant to Section 7.4(a) or Section 7.4(b) unless a Notice of Claim is delivered by the Vendors on or before 18 months after the Closing Date. Unless a Notice of Claim has been given on or before such date with respect to each particular representation, warranty, covenant and agreement, the Purchaser 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 Vendors’ Indemnified Parties in respect thereof pursuant to Section 7.4(a) or Section 7.4(b), as the case may be.
Sample 1

Related to Notice by the Vendors

  • Notice by the Company The Company shall give prompt written notice to a Responsible Officer of the Trustee at the Principal Office of the Trustee of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV. Notwithstanding the provisions of this Article XV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV, unless and until a Responsible Officer of the Trustee at the Principal Office of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least 2 Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Debenture), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within 2 Business Days prior to such date. The Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder), to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XV, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

  • Notice by the Borrower To request a Borrowing (other than a Swingline Loan), the Borrower shall notify the Administrative Agent of such request by electronic communication (i) in the case of a Term Benchmark Borrowing denominated in Dollars, not later than 12:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing, (ii) in the case of a Term Benchmark Borrowing denominated in a Foreign Currency, not later than 12:00 p.m., New York City time, four (4) Business Days before the date of the proposed Borrowing, (iii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing or (iv) in the case of an RFR Borrowing, not later than 12:00 p.m., New York City time, four (4) Business Days before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, telecopy or electronic mail to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Notwithstanding the other provisions of this Agreement, in the case of any Revolving Borrowing denominated in Dollars, the Borrower may request that such Borrowing be split into a Dollar Loan in an aggregate principal amount equal to the Pro-Rata Dollar Portion and a Multicurrency Loan in an aggregate amount equal to the Pro-Rata Multicurrency Portion (any such Borrowing, a “Pro-Rata Borrowing”). Except as expressly set forth in this Agreement, a Pro-Rata Borrowing shall be treated as being comprised of two (2) separate Borrowings, a Dollar Borrowing under the Dollar Commitments and a Multicurrency Borrowing under the Multicurrency Commitments.

  • Termination by the Sellers The Sellers may terminate the Agreement in the event either Purchaser or the Guarantor (if any of the proceedings with respect to the Guarantor in the following clauses (i) through (iv) below would reasonably be expected to impair the ability of either Purchaser to perform its obligations under the Agreement (including Article 8 of the Agreement and this Annex A) fully and on a timely basis) (i) becomes the subject of any bankruptcy or other proceeding relating to its liquidation or insolvency (if not dismissed within sixty (60) days of initial filing), or is the subject of a receivership or conservatorship, (ii) files a voluntary petition in bankruptcy or similar proceeding or admits in writing its inability to pay its debts as they become due, (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or an arrangement with creditors.

  • Partial Terminations by the Purchasers In the event so instructed by the Purchasers in writing after the Closing Date and at the Purchasers’ sole expense, each Seller shall execute documents prepared by the Purchasers and reasonably acceptable to such Seller resigning or appointing a successor Appointed Trustee under any Serviced Appointment for which such Seller acts as Appointed Trustee (other than with respect to any Serviced Appointment that is an Excluded Appointment), and shall reasonably cooperate, at the Purchasers’ sole expense, as instructed by the Purchasers, in finding a qualified successor Appointed Trustee, including executing any documents prepared by the Purchasers in connection with the application to a court of competent jurisdiction to appoint a successor Appointed Trustee.

  • Delivery by the Company At the Closing, the Company shall register the Shares in the name of the Employee. Certificates relating to the Shares shall be held by the Secretary of the Company or his designee on behalf of the Employee.

  • Deliveries by the Purchaser Purchaser hereby agrees to deliver, or cause to be delivered, to Sellers the following items on Closing:

  • Deliveries by the Buyer At the Closing, the Buyer shall deliver or cause to be delivered to the Seller or Escrow Agent, as applicable, the following items (unless the delivery of any of the following items is waived by the Seller): (a) the Initial Purchase Price less the General Escrow Amount and the Warranty Escrow Amount; (b) the General Escrow Amount and the Warranty Escrow Amount (each of which the Buyer shall deliver or cause to be delivered to the Escrow Agent to be held in the General Escrow and the Warranty Escrow, as the case may be, pursuant to the terms of the Escrow Agreement); (c) the Xxxx of Sale and Assignment and Assumption Agreement, duly executed by the Buyer; (d) the Intellectual Property Assignments, duly executed by the Buyer; (e) the Assignment and Assumption of Lease, duly executed by the Buyer; (f) the Non-Competition and Non-Solicitation Agreement, duly executed by the Buyer; (g) a copy of the certificate of incorporation of the Buyer and all amendments thereto, certified as of the most recent practicable date by the Delaware Secretary of State; (h) a certificate of the Delaware Secretary of State as to the good standing of the Buyer in the State of Delaware as of the most recent practicable date; (i) a certificate of an officer of the Buyer, certifying the by-laws or equivalent document, including all amendments thereto, of the Buyer; (j) a certificate of an officer of the Buyer certifying the resolutions of the Board of Directors of the Buyer authorizing the execution, delivery and performance of this Agreement by the Buyer and the transactions contemplated hereby and that such resolutions have not been modified, rescinded or otherwise changed since the date of the original resolutions; (k) a certificate of an officer of the Buyer to the effect that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied; (l) the Escrow Agreement, duly executed by the Buyer and the Escrow Agent; and (m) any additional certificates, receipts, documents and instruments as the Seller may reasonably request.

  • Deliveries by the Sellers Simultaneously herewith, the Sellers are delivering or causing to be delivered to the Purchaser the following: (a) A certificate, dated as of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as to the Company Resolutions (as defined below); (b) Copies of any and all third party consents obtained in connection with the transactions contemplated by this Agreement; (c) A fully executed copy of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”), duly executed by each Seller; (g) The Stockholders Agreement by and among the Purchaser, Hxxxx X. Xxxxxx and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, on behalf of the Company, another authorized officer of the Company.

  • Clean-Up Terminations by the Sellers (a) The Sellers shall have the right to elect to terminate this Agreement in the event that the remaining Serviced Appointments have generated LTM Fee Revenue that is less than 5% of the aggregate fee revenue generated by all Appointments that are Serviced Appointments as of January 1, 2024 in the twelve-month period prior to January 1, 2024. (b) In the event the Sellers elect to terminate this Agreement pursuant to clause (a) above, the Sellers shall, concurrently with such termination, pay to the Purchasers an amount equal to LTM Fee Revenue multiplied by 1.40. (c) For purposes of this Agreement, “LTM Fee Revenue” means the fee revenue (excluding net interest income but including money market fund fees) generated by all remaining Serviced Appointments in the last full twelve-month period prior to the time the Sellers elect to exercise their termination right pursuant to this Section 7.2.2.

  • Deliveries by the Seller At the Closing, the Seller shall deliver or cause to be delivered to the Purchasing Parties: (a) an Instrument of Assignment and Bxxx of Sale substantially in the form attached as Exhibit A, duly executed by the Seller (the "Instrument of Assignment and Bxxx of Sale"); (b) a special warranty deed ("Deed") in recordable form relating to the Owned Real Property substantially in the form attached as Exhibit B; (c) a Trademark Assignment substantially in the form attached as Exhibit C (the "Trademark Assignment") and a Patent Assignment substantially in the form attached as Exhibit D (the "Patent Assignment"), each duly executed by the Seller; (d) an Assumption Agreement substantially in the form attached as Exhibit E (the "Assumption Agreement"), duly executed by the Seller; (e) a Transition Services Agreement substantially in the form attached as Exhibit F (the "Transition Services Agreement"), duly executed by the Seller; (f) a License Agreement substantially in the form attached as Exhibit G (the "License Agreement"), duly executed by the Seller; (g) a certificate, dated the Closing Date and signed by a senior officer of the Seller, certifying the satisfaction of the conditions set forth in Section 9.2(a), Section 9.2(b) and Section 9.2(c); (h) a certificate of good standing of the Seller from the Secretary of State of the State of Delaware; (i) a certificate of the Secretary of the Seller certifying as accurate and complete as of the Closing certain resolutions adopted by the Board of Directors of the Seller approving the execution and delivery of this Agreement and each Ancillary Agreement and the consummation of the Transactions; (j) UCC termination statements, if any, and any other necessary documents that, when filed on the Closing Date, will be sufficient to release all Liens (other than Permitted Liens) on the Assets; (k) a certificate of non-foreign status as provided in U.S. Department of Treasury Regulation Section 1.1445-2(b); and (l) all other previously undelivered documents required to be delivered by the Seller to the Purchasing Parties at or prior to the Closing pursuant to this Agreement.

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