Notification of Certain Claims Sample Clauses

Notification of Certain Claims. (a) If a Buyer Indemnified Party or Company Holder (each, an “Indemnified Party”) believes that it has a bona fide claim for indemnification pursuant to this Article 8, other than in respect of a Third-Party Claim, then Buyer (if such Indemnified Party is a Buyer Indemnified Party) or the Shareholders’ Representative (if such Indemnified Party is a Company Holder), as the case may be, shall promptly deliver to the Shareholders’ Representative or Buyer, respectively, a certificate (any certificate delivered in accordance with the provisions of this Section 8.4(a), a “Claim Certificate”): (i) stating that an Indemnified Party has a claim for indemnification pursuant to this Article 8; (ii) containing a calculation, prepared in good faith, of the amount to which such Indemnified Party claims to be entitled to receive, which shall be the amount of Damages such Indemnified Party claims to have so incurred or suffered or could reasonably be expected to incur or suffer and (iii) specifying in reasonable detail (based upon the information then possessed by Buyer or the Shareholders’ Representative, as the case may be) the material facts known to the Indemnified Party giving rise to such claim. (b) Buyer is the sole and exclusive Person authorized to act for and bring claims on behalf of Buyer Indemnified Parties, and the Shareholders’ Representative is the sole and exclusive Person authorized to act for and bring claims on behalf of Company Holders. (c) No delay in providing such Claim Certificate will affect an Indemnified Party’s rights hereunder except to the extent that (and then only to the extent that) the indemnifying party is adversely prejudiced thereby. (d) If the Escrow Fund is available to satisfy the recovery of the claim asserted in such Claim Certificate and has not been fully released, at the time of delivery of any Claim Certificate to the Shareholders’ Representative, a duplicate copy of such Claim Certificate shall be delivered to the Escrow Agent by or on behalf of Buyer (on behalf of itself or any other Buyer Indemnified Party). (e) If the Shareholders’ Representative or Buyer, as the case may be, objects to any claim made in any Claim Certificate, then the Shareholders’ Representative or Buyer, as the case may be, shall deliver a written notice (a “Claim Dispute Notice”) to Buyer or the Shareholders’ Representative, as the case may be, during the 30-day period commencing upon receipt by the Shareholders’ Representative or Buyer, as the case m...
Sample 1
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Notification of Certain Claims. Purchaser will give written notice to Perstorp of any matter of which it becomes aware as to which it intends to make a Claim in respect of the Perpetual Warranties or any matter described in clauses (iv), (v), (vi), (vii) or (viii) of Section 7.1(b) as promptly as practicable after a Responsible C&A Executive has actual knowledge of facts which a reasonable person (having knowledge of this Agreement) would believe reasonably likely to impose liability on Perstorp pursuant to the indemnification provisions of this Agreement; provided, however, that (i) any failure so to notify Perstorp will not relieve Perstorp or any Vendor of any liability in respect of the matter except to the extent that Perstorp is actually prejudiced in obtaining any recovery with respect to such Claim from a third party, and (ii) that the burden of proving the existence and extent (if any) of such prejudice shall be borne by Perstorp. VENDORS' ACCESS TO INFORMATION 8.1 Following Completion, the Purchaser will allow, and will cause the relevant Acquired Company to allow, Perstorp and its accountants and other professional advisers to investigate the matter or circumstances alleged to give rise to any Claim and whether and to what extent any amount is payable in respect of such Claim pursuant to the terms of this Agreement and, subject to their being paid all reasonable out-of-pocket costs and expenses, to have such copies as Perstorp may reasonably request of any documents or other information in the possession of the Purchaser or the relevant Acquired Company (other than documents and information which are confidential, privileged, subject to the attorney's work-product doctrine or otherwise protected against disclosure, unless the parties have agreed in writing to joint defense privilege protection, the terms of which the parties will negotiate in good faith or Perstorp otherwise agrees to maintain the confidentiality of such information in a manner reasonably sufficient to protect it against disclosure).
Sample 1
Notification of Certain Claims. Purchaser and JV Holdings, respectively, will each give written notice to Perstorp of any matter of which it becomes aware as to which it intends to make a Claim in respect of the Perpetual Warranties or any matter described in clauses (iv), (v), (vi), (vii) or (viii) of Section 7.1(c) as promptly as practicable after an executive officer of the Purchaser (which for this purpose means solely Xxxxxxx & Xxxxxx Products Co.) or a Responsible JV Executive which a reasonable person (having knowledge of this Agreement) would believe, reasonably likely to impose liability on the Perstorp Vendor Group pursuant to the indemnification provisions of this Agreement; provided, however, that (i) any failure so to notify the Perstorp Vendor Group will not relieve the Perstorp Vendor Group of any liability in respect of the matter except to the extent that Perstorp is actually prejudiced in obtaining any recovery with respect to such Claim from a third party and (ii) that the burden of proving the existence and extent (if any) of such prejudice shall be borne by Perstorp.
Sample 1
Notification of Certain Claims. The Borrower will, immediately upon becoming aware thereof, notify the Agent in writing of any setoff, claims (including, with respect to the Real Estate, environmental claims), withholdings or other defenses to which any material portion of the Borrower's assets or the assets of its Subsidiaries, are subject.
Sample 1
Notification of Certain Claims. 61 EXHIBITS EXHIBIT A Form of Cross-License Agreement EXHIBIT B Memorandum Regarding Year 2000 SCHEDULES
Sample 1
Notification of Certain Claims. From and after the Closing until the first anniversary thereof, Seller shall use commercially reasonable efforts to provide Buyer with prior notice of any claim or dispute or potential claim or dispute between Seller or any Subsidiary of Seller and a Person that is currently a supplier, customer, representative or employee of the Business or was a supplier, customer, representative or employee of the Business at any time during the last three years; provided, however, Seller shall have no liability to Buyer for failure to give any such notice pursuant to this Section 10.9.
Sample 1

Related to Notification of Certain Claims

  • Notification of Certain Matters The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.

  • Waiver of Certain Claims The Pledgor acknowledges that because of present or future circumstances, a question may arise under the Securities Act of 1933, as from time to time amended (the “Securities Act”), with respect to any disposition of the Collateral permitted hereunder. The Pledgor understands that compliance with the Securities Act may very strictly limit the course of conduct of the Secured Party if the Secured Party were to attempt to dispose of all or any portion of the Collateral and may also limit the extent to which or the manner in which any subsequent transferee of the Collateral or any portion thereof may dispose of the same. There may be other legal restrictions or limitations affecting the Secured Party in any attempt to dispose of all or any portion of the Collateral under the applicable Blue Sky or other securities laws or similar laws analogous in purpose or effect. The Secured Party may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account for investment only and not to engage in a distribution or resale thereof. The Pledgor agrees that the Secured Party shall not incur any liability, and any liability of the Pledgor for any deficiency shall not be impaired, as a result of the sale of the Collateral or any portion thereof at any such private sale in a manner that the Secured Party reasonably believes is commercially reasonable (within the meaning of Section 9-627 of the Uniform Commercial Code as adopted in the State of Minnesota). The Pledgor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Secured Party shall accept the first offer received and does not offer any portion of the Collateral to more than one possible purchaser. The Pledgor further agrees that the Secured Party has no obligation to delay sale of any Collateral for the period of time necessary to permit the issuer of such Collateral to qualify or register such Collateral for public sale under the Securities Act, applicable Blue Sky laws and other applicable state and federal securities laws, even if said issuer would agree to do so. Without limiting the generality of the foregoing, the provisions of this Section would apply if, for example, the Secured Party were to place all or any portion of the Collateral for private placement by an investment banking firm, or if such investment banking firm purchased all or any portion of the Collateral for its own account, or if the Secured Party placed all or any portion of the Collateral privately with a purchaser or purchasers.

  • Notification of Certain Events Prior to the expiration of this Warrant pursuant to Section 8, in the event that the Company shall authorize: (a) the issuance of any dividend or other distribution on the capital stock of the Company (other than (i) dividends or distributions otherwise provided for in Section 6, (ii) repurchases of common stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase; (iii) repurchases of common stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries pursuant to rights of first refusal or first offer contained in agreements providing for such rights; or (iv) repurchases of capital stock of the Company in connection with the settlement of disputes with any stockholder ), whether in cash, property, stock or other securities; (b) the voluntary liquidation, dissolution or winding up of the Company; or (c) any transaction resulting in the expiration of this Warrant pursuant to Section 8(b); the Company shall send to the Holder of this Warrant at least ten (10) calendar days prior written notice of the date on which a record shall be taken for any such dividend or distribution specified in clause (a) or the expected effective date of any such other event specified in clause (b) or (c), as applicable. The notice provisions set forth in this section may be shortened or waived prospectively or retrospectively by the consent of the Holder of this Warrant.

  • Notification of Certain Commission Actions After the date of this Agreement, the Company shall promptly advise the Representative in writing (A) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission, (B) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus, (C) of the time and date that any post-effective amendment to the Registration Statement becomes effective, (D) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending its use or the use of any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus or any issuer free writing prospectus, or (E) of any proceedings to remove, suspend or terminate from listing or quotation the Common Stock from any securities exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430A and 430B, as applicable, under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under Rule 424(b), Rule 433 or Rule 462 were received in a timely manner by the Commission (without reliance on Rule 424(b)(8) or Rule 164(b)).

  • Termination of Certain Rights The Company's obligations under ----------------------------- Section 3.1 will terminate upon the earliest of (i) the closing of the Company's initial public offering of Common Stock pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act, or (ii) the acquisition (by merger, consolidation or otherwise) of the Company where the surviving entity is subject to the reporting requirements of the Exchange Act.

  • Effect of Certain Events (a) If at any time the Company proposes (i) to sell or otherwise convey all or substantially all of its assets or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Company or its shareholders consists solely of cash, the Company shall give the holder of this Warrant thirty (30) days' notice of the proposed effective date of the transaction specifying that the Warrant shall terminate if the Warrant has not been exercised by the effective date of the transaction. (b) In case the Company shall at any time effect a Sale or Merger Transaction in which the consideration to be received by the Company or its shareholders consists in part of consideration other than cash, the holder of this Warrant shall have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately prior to such action, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such transaction had this Warrant been exercised immediately prior thereto.

  • Exclusion of Certain Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • Notice of Certain Matters (a) From the date hereof until the Closing, each Party shall promptly notify the other Parties of any occurrence of which it is aware that is reasonably likely to result in any of the conditions set forth in Article VI becoming incapable of being satisfied; provided, however, that any Party’s failure to give notice of any such occurrence as required pursuant to this Section 5.3(a) shall not be (i) deemed to be a breach of the covenant contained in this Section 5.3(a), but instead shall (if applicable) constitute only a breach of the applicable underlying representation, warranty, covenant or agreement, or (ii) taken into account in determining whether the conditions to Closing set forth in Article VI have been satisfied. (b) Without limitation to Section 5.3(a), if there occurs any facts, events or circumstances after the date hereof and before the Closing that constitutes a material breach of any representations or warranties of the Warrantors that are to be repeated at the Closing, the Warrantors shall promptly execute a certificate detailing such facts, events or circumstances and deliver such certificate to Orchid Asia, whereupon the Disclosure Schedule shall be deemed to have been updated with such facts, events or circumstances as set forth in such certificate (but such update shall be deemed to qualify only the representations and warranties (other than the Warrantor Fundamental Warranties) that are repeated at the Closing). Upon and after any such update to the Disclosure Schedule, (i) if the Warrantors acknowledge that such facts, events or circumstances are adverse to the interests of the Group Companies or Orchid Asia in a material respect, Orchid Asia shall be entitled to terminate this Agreement by written notice to the Company, and (ii) if Orchid Asia and the Warrantors, in their respective reasonable beliefs, disagree as to whether such facts, events or circumstances are adverse to the interests of the Group Companies or Orchid Asia in a material respect, Orchid Asia and the Warrantors shall consult with each other in good faith with a view to resolving such disagreement (including agreeing on any adjustments to the terms of the transactions contemplated hereby that may be necessary) as soon as reasonably practicable, provided, however, that, notwithstanding anything herein to the contrary, Orchid Asia (x) shall not be obligated to proceed with the Closing unless and until Orchid Asia and the Warrantors have resolved such disagreement through mutual consultation, and (y) shall be entitled to terminate this Agreement by written notice to the Company at any time after the Long Stop Date if the Closing shall not have occurred as of the Long Stop Date.

  • Waiver of Certain Defenses No action for the enforcement of the lien hereof or of any provision hereof shall be subject to any defense which would not be good and available to the party interposing the same in an action at law upon the Note or any of the other Loan Documents.

  • Waiver of Certain Damages To the extent permitted by applicable law, each party hereto agrees not to assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any of the transactions contemplated hereby.

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