Potential Claims. Each Party must:
(a) as soon as practicable, notify the other Party in writing of the occurrence of any event in relation to the Goods and/or Services provided that may give rise to a claim under any policy of insurance effected or maintained by the other Party under this Agreement; and
(b) keep the other Party informed of all subsequent action and developments concerning the claim.
Potential Claims. During the Policy Period or the Discovery Period (if purchased), the Insureds may give written notice to the Insurer of circumstances that may reasonably be expected to give rise to a Claim; and
1) such notice shall set forth the Wrongful Act allegations anticipated and the reasons for anticipating such a Claim, with full particulars as to dates, persons and entities involved;
2) any Claim which is subsequently made against such Insured alleging, arising out of, based upon or attributable to such circumstances, shall be considered made at the time notice of such circumstances was first given to the Insurer, and
3) notice of any such subsequent Claim shall be given to the Insurer as soon as practicable after the risk manager or in-‐house general counsel of the Parent Company first learns of such Claim. No coverage shall be provided under this Policy for fees, costs, expenses or other loss incurred as a result of such circumstances prior to the time such subsequent Claim is actually made.
Potential Claims. Without limiting clause 13.1
(a) the Buyer must also notify the Seller if:
(1) the Buyer believes that a Buyer Entity or the Buyer’s Guarantor would be entitled to make a Claim against the Seller but for the thresholds set out in clause 12.5; or
(2) the Buyer becomes aware of any events, matters or circumstances (including any potential threatened Third Party Claim or Tax Demand) that are reasonably likely to give rise to a Claim against the Seller, whether alone or with any other Claim or circumstances or with the passage of time).
Potential Claims. 41 (iv) ARTICLE 7 CONDITIONS TO THE MERGER.............................................. 41 7.1 Conditions to Each Party's Obligation to Effect the Merger...... 41 7.2 Conditions to the Parent's and Merger Sub's Obligation to Effect the Merger............................................ 42 ARTICLE 8
Potential Claims. The Company and Parent each agree to use their reasonable best efforts to resolve any actions, suits, claims, litigation, or proceedings instituted or threatened by any Governmental Entity or otherwise against any of the parties hereto which would give rise to the occurrence of any of the events specified in paragraph (a) or (b) of Annex A to this Agreement.
Potential Claims. If any event occurs which may give rise to a claim involving Progen under any policy of insurance to be taken out by Medigen under this clause 14 then Medigen must:
(a) notify Progen as soon as reasonably practicable but in any event within five Business Days of the occurrence of that event; and
(b) ensure that Progen is kept fully informed of any subsequent actions and developments concerning the relevant claim.
Potential Claims. If the Insured becomes aware of an actual or alleged Wrongful Act that may reasonably be expected to give rise to a Claim, and if the Insured reports such Wrongful Act to the Insurers in writing during the Policy Period, then any Claim subsequently arising from such Wrongful Act shall be deemed under this Policy to be a Claim made during the Policy Period in which such written notice is received by the Insurers. Such written notice to the Insurers shall include a complete and comprehensive statement of the facts and circumstances surrounding the Wrongful Act. All notices under this Policy shall be given in writing as described in Item 8 of the Declarations, and with reference to the Policy Number indicated in the Declarations. Notice shall not become effective until the date of receipt by the Insurers.
Potential Claims. During the Policy Period or the Discovery Period (if purchased), the Insureds may give written notice to the Insurer of circumstances that may reasonably be expected to give rise to a Claim; and
Potential Claims. 5.1 After Completion, upon any Buyer or Target Entity becoming aware of a potential claim, action or demand by any third party or other matter (a “Relevant Matter”) which constitutes or which would or might give rise to a claim under any Seller Warranty or otherwise under any Transaction Document, but excluding under a Tax Warranty or the Tax Covenant, the Buyer shall, and shall procure that the relevant other Buyer or Target Entity shall, as the case may be:
5.1.1 within ten (10) Business Days of becoming aware of the Relevant Matter notify the Seller by written notice of such Relevant Matter;
5.1.2 subject to the Seller indemnifying the Buyer and/or other Buyer and/or the relevant Target Entity in respect of their reasonable out of pocket expenses, take such action and give such information and access to personnel, premises, chattels, documents and records to the Seller and its professional advisors as the Seller may reasonably request for the purposes of investigating such Relevant Matter and enabling the Seller to take the action referred to in paragraph 5.2;
5.1.3 make no admission of involvement or of liability, agreement, settlement or compromise with any third party in relation to any such Relevant Matter without the prior written consent of the Seller; and
5.1.4 keep the Seller as fully informed as is reasonably practicable as to the progress of any Relevant Matter and the defence thereof and provide the Seller with copies of all material correspondence relating to such Relevant Matter within three (3) Business Days of receiving or sending such correspondence and otherwise keep the Seller as fully informed as is reasonably practicable of the status of such Relevant Matter including by:
(i) providing the Seller with draft copies of any correspondence that the Buyer, relevant other Buyer or Target Entity intends to send before sending such correspondence;
(ii) reflecting in such correspondence any reasonable comments that the Seller might have, provided that such comments are provided within five (5) Business Days of receipt of the draft copies; and
(iii) informing the Seller about its proposed conduct of the Relevant Matter and reflecting any comments that the Seller might have about such conduct, provided that such comments are provided within five (5) Business Days of receipt of the draft copies.
5.2 The Seller shall be entitled:
5.2.1 to require the Buyer and/or the relevant other Buyer or Target Entity to take such action and give such informat...
Potential Claims. Lessee needs to notify Lessor of any damages to property, accidents, fires or potential law suits, so Lessor can notify his appropriate insurance carriers. BUILDING ADDITIONS, REMODELING AND REPAIRS 19. The Lessor hereby reserves the right at any time to build additional stories on this building or to build adjoining the building, and reserves the right to close any skylights, windows, or doors and may run necessary pipes, conduits and ducts through the herein ----------------- ------------------ LESSOR'S Initials LESSEE'S Initials leased premises and to carry on any work, repairs, alterations or improvements in, on or about the building or in the vicinity hereof and Lessee hereby waived any claim for damage or inconvenience caused by any of the above. If the Lessee shall vacate said Premises and surrender his key to same to Lessor during the last month of the term, the Lessor shall have the right to enter into said Premises for the purpose of decorating the same or making alterations or changes therein. Such action shall in no way relieve the Lessee of its obligation to pay said last month's rental. Lessor shall not be responsible for any property remaining on the Premises. If, during the last month of the term the Lessee shall vacate these Premises and surrender his key thereto to the Lessor, Lessor shall thereafter have the right to use said Premises as it sees fit and such use shall not change the Lessee's obligation to pay the rent for the last month. Lessor will coordinate these activities when possible with Lessee with Lessee so as not to interrupt Lessee's DAY TO DAY operation.
