Non-Compliance Claim definition
Non-Compliance Claim. Section 4.1.3 “Order” Section 1.2 “Order Confirmation” Section 1.2
Non-Compliance Claim means any claim, suit, litigation or proceeding by any Person alleging that any business practice, procedure or transaction ("Business Practice") of the Corporation failed to comply with any Governmental Requirement applicable to the Corporation prior to the Closing Date. "Excluded Non-Compliance Claim" shall mean any Non-Compliance Claim (A) where the Business Practice giving rise to such Non-Compliance Claim was a Business Practice engaged in by the Corporation which Buyer also engaged in prior to the Closing Date in a state the Governmental Requirements of which such Non-Compliance Claim alleges were not complied with; or (B) where the Business Practice giving rise to such Non-Compliance Claim shall not have been discontinued by the Corporation and Buyer within 60 days following the Closing Date ("60-Day Period") with written notice thereof by Buyers to Sellers to have been given within the 60-Day Period setting forth in reasonable detail the Business Practice discontinued. If any Non-Compliance Claim is asserted prior to the expiration of the 60-Day Period, Clause (B) of this Section shall not apply at all.
Examples of Non-Compliance Claim in a sentence
After receipt of a Non-Compliance Claim, Atiu and the Client will discuss in good faith to determine the existence and nature of the Non-Compliance.
If the Client fails to notify to Atiu a Non-Compliance Claim by such term, all Finished Vessels included in the relevant batch will be considered as accepted, without any reservation, by the Client, including in respect of defects that are not immediately apparent or are hidden.