Expected Claim Notice definition

Expected Claim Notice means a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, an Indemnified Party reasonably expects to incur Damages for which it is entitled to indemnification under Article VI.

Expected Claim Notice means a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, the Buyer reasonably expects to incur Damages for which it is entitled to indemnification under Article VII.

Expected Claim Notice has the meaning set forth in Section 8.4.

Examples of Expected Claim Notice in a sentence

• If the legal proceeding or written claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved in favor of the Indemnified Party, the Indemnified Party shall promptly so notify the Indemnifying Party.

• If an Indemnified Party delivers to an Indemnifying Party, before expiration of a representation or warranty, either a Claim Notice based upon a breach of such representation or warranty, or an Expected Claim Notice based upon a breach of such representation or warranty, then the applicable representation or warranty shall survive until, but only for purposes of, the resolution of the matter covered by such notice.

• If an Indemnified Party delivers to an Indemnifying Party, before expiration of a representation or warranty, either a Claim Notice based upon a breach of such representation or warranty, or an Expected Claim Notice based upon a breach of such representation or warranty, then the applicable representation or warranty shall survive until, but only for purposes of, the resolution of any claims arising from or related to the matter covered by such notice.

• For purposes of this Agreement, an Expected Claim Notice means a notice delivered pursuant to the Merger Agreement by the Parent to an Indemnifying Stockholder, before expiration of a representation or warranty, to the effect that, as a result a legal proceeding instituted by or written claim made by a third party, the Parent reasonably expects to incur Damages as a result of a breach of such representation or warranty.

• If the legal proceeding or written claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved in favor of the Buyer, the Buyer shall promptly so notify the Representative.

More Definitions of Expected Claim Notice

Expected Claim Notice means a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, an Indemnified Party reasonably expects to incur Damages for which it is entitled to indemnification under Article 6;

Expected Claim Notice means a Claim Notice notifying that, as a result of a legal proceeding instituted by or written claim made by a third party, Buyer reasonably expects to incur Damages for which it is entitled to indemnification under Article 10.

Expected Claim Notice means a notice that, as a result of an Action instituted by or written claim made by a third party, an Indemnified Party reasonably expects to incur Damages for which it is entitled to indemnification under ARTICLE VIII or ARTICLE IX, or which it is entitled to apply to the Threshold, which notice will (i) contain a statement that the Indemnified Party is entitled to indemnification under ARTICLE VIII or ARTICLE IX for such Damages, or to apply such Damages to the Threshold, and a reasonable explanation of the basis therefor; and (ii) if such Claim Notice relates to a Third Party Action, is accompanied by copies of all communications between the Indemnified Party and its counsel on one hand and the person or entity asserting the Third Party Action and its advisors on the other hand, and copies of all pleadings, if any, pertaining to the Third Party Action.

Expected Claim Notice means a notice that, as a result of a Legal Proceeding instituted by or written claim made by a third party, the Indemnitee reasonably expects to incur Damages for which it is entitled to indemnification under Article 11.

Expected Claim Notice means a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, the Buyer or the Company Equityholders reasonably expects to incur Damages for which it or they are entitled to indemnification under Article V.

Expected Claim Notice means a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, the Buyer reasonably expects to incur Damages for which it is entitled to indemnification under Article VI of the Merger Agreement.

Expected Claim Notice means a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, the Purchaser