Notice by the Vendors Sample Clauses

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:
Sample 1
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Notice by the Vendors. No Damages may be recovered from the Purchaser pursuant to Section 6.3(a) unless a Claim Notice is delivered by the Vendors on or before the date that is two years after the Closing Date. Unless a Claim Notice has been given on or before the date that is two years after the Closing Date with respect to each particular representation and warranty, the Purchaser shall be released on the date that is two years after the Closing Date from all obligations in respect of that particular representation and warranty and from the obligation to indemnify the Vendor Indemnified Parties in respect thereof pursuant to Section 6.3(a). This Section 6.6(2) shall not be construed to impose any time limit on the Vendors’ right to assert an Indemnity Claim under Section 6.3(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 6.3(a).
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. 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 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
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 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
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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, the Borrower shall notify the Administrative Agent of such request by telephone (i) in the case of a Eurocurrency Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing, (ii) in the case of a Eurocurrency Borrowing denominated in a Foreign Currency, not later than 11:00 a.m., New York City time, four Business Days before the date of the proposed Borrowing, or (iii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower.

  • Termination by the Purchaser This Agreement may be terminated by the Purchaser at any time prior to the Effective Time if:

  • 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.

  • 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 At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Company the following:

  • Deliveries by the Buyer At the Closing, the Buyer shall deliver, or cause to be delivered, to the Seller the following:

  • Deliveries by the Sellers At the Closing, the Sellers will deliver the following to the Buyer:

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