Buyer Claim Notice shall have the meaning given in Section 8.1(c).
Buyer Claim Notice is defined in Section 8.2(b).
Buyer Claim Notice has the meaning set forth in Section 10.5(b).
Examples of Buyer Claim Notice in a sentence
Upon receipt of a copy of the Buyer Claim Notice from Buyer, the Escrow Agent shall, pursuant to the Escrow Agreement, set aside and hold as a reserve to cover the Third-Party Claim or Direct Claim in respect of which such Buyer Claim Notice was delivered (each, a “Buyer Indemnity Claim”) such portion of the Escrow Amount equal to the -79- Claim Amount set forth in such Buyer Claim Notice, until there is a final resolution of such Buyer Indemnity Claim.
Buyer Claim means a claim for indemnification by Buyer pursuant to Buyer Claim Notice is defined in Buyer Indemnified Party is defined in Buyer Parent is defined in the opening paragraph.
More Definitions of Buyer Claim Notice
Buyer Claim Notice has the meaning set forth in SECTION 5(b)(i).
Buyer Claim Notice and together with a Claims Notice, a “Notice”) to Seller. A Buyer Claim Notice must describe the Buyer Claim in reasonable detail, include written evidence thereof and set forth Buyer’s good faith calculation of the loss that has been suffered by a Buyer Indemnitee. No delay in or failure to give a Buyer Claims Notice by Buyer to Seller pursuant to this Section 9.6(b) will adversely affect any of the other rights or remedies that a Buyer Indemnitee has under this Agreement, or alter or relieve Seller of its obligation to indemnify a Buyer Indemnitee subject to the limitations set forth in this ARTICLE IX, except to the extent that Seller is materially prejudiced thereby. Seller shall respond to Buyer (a “Dispute Notice”) within 30 days (the “Dispute Period”) after the date the Buyer Claim Notice is received by Seller. Any Dispute Notice must specify whether Seller disputes a Buyer Claim described in a Buyer Claim Notice (or the amount of losses set forth therein). If Seller fails to give a Dispute Notice within the Dispute Period, Seller will be deemed not to dispute the Buyer Claim described in the Buyer Claim Notice. If Seller elects not to dispute a Buyer Claim described in a Buyer Claim Notice, whether by failing to give a timely Dispute Notice or otherwise, then the amount of losses alleged in such Buyer Claims Notice with respect to such undisputed Buyer Claim will be conclusively deemed to be an obligation of Seller, and Seller shall pay, in cash, to Buyer (for the benefit of the applicable Buyer Indemnitee(s)) within 10 days after the last day of the applicable Response Period, the amount specified in the Buyer Claims Notice with respect to such undisputed Buyer Claim. If Seller delivers a Dispute Notice to Buyer within the Dispute Period, Buyer and Seller shall promptly meet and use their commercially reasonable efforts to settle the dispute as to whether and to what extent the Buyer Indemnitees are entitled to reimbursement on account of such Buyer Claim. If Buyer and Seller are unable to reach an agreement within 30 days after Buyer receives such Dispute Notice, then either Buyer or Seller may resort to other legal remedies subject to the limitations contained in this ARTICLE IX. For all purposes of this ARTICLE IX (including those pertaining to disputes under Section 9.6(a) and this Section 9.6(b)), Buyer and Seller shall cooperate with, and make available to, each other and their respective representatives all information, records and data, an...
Buyer Claim Notice has the meaning set forth in Section 9.8(b)(i). “Buyer Indemnitees” has the meaning set forth in Section 9.3. “Cash” means, as of any time, all cash, cash equivalents and marketable securities of the Company or the Subsidiary, including all outstanding security or other deposits in cash (such outstanding security or other cash deposits collectively, the “Cash Deposits”), at such time, plus any uncleared checks, deposits or inbound wires in transit, minus any checks written (but not yet cashed) by the Company or the Subsidiary or outbound wires. “Cash Deposits” has the meaning set forth in the definition of Cash. “Claim” has the meaning set forth in Section 9.8(a). “Claim Response” has the meaning set forth in Section 9.8(a). “Claims Notice” has the meaning set forth in Section 9.8(a). “Claiming Party” has the meaning set forth in Section 9.8(c). “Closing” has the meaning set forth in Section 3.1. “Closing Date” has the meaning set forth in Section 3.1. 2
Buyer Claim Notice as defined in Section 12.