UNASCERTAINABLE CLAIMS Sample Clauses

UNASCERTAINABLE CLAIMS. The Seller shall not be liable to make any payment in respect of any Claim which arises by reason of a liability which, at the time when written notice of the Claim is given to it, is contingent only or is otherwise not capable of being quantified unless and until the liability becomes an actual liability or (as the case may be) becomes capable of being quantified.
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UNASCERTAINABLE CLAIMS. The Seller shall not be liable for any Claim, Fundamental Warranty Claim or Indemnity Claim which arises by reason of a liability which, at the time when written notice of the Claim, Fundamental Warranty Claim or Indemnity Claim is given to the Seller, is contingent only or is otherwise not capable of being quantified and the Seller shall not be liable to make any payment in respect of such Claim, Fundamental Warranty Claim or Indemnity Claim unless and until the liability becomes an actual liability or (as the case may be) becomes capable of being quantified provided that this shall not avoid any Claim, Fundamental Warranty Claim or Indemnity Claim notified with respect to any contingent liability or liability that is not capable of being quantified within the time limits set out in paragraph 3.1 of this Schedule.
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UNASCERTAINABLE CLAIMS. 8.1 The Warrantors shall not be liable for any Claim which arises by reason of a liability which, at the time when written notice of the Claim is given to it, is contingent only or is otherwise not capable of being quantified. The Warrantors shall not be liable to make any payment in respect of a Claim unless and until the liability becomes an actual liability or (as the case may be) becomes capable of being quantified, and then only if Newco 2 and/or Getty Images has served the appropriate notice in accordance with paragraph 2.2 of this Schedule 4.
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UNASCERTAINABLE CLAIMS. The Seller shall not be liable for any Relevant Claim which arises by reason of a liability which, at the time when written notice of the Relevant Claim is given to the Seller, is contingent only or is otherwise not capable of being quantified and the Seller shall not be liable to make any payment in respect of such Relevant Claim unless and until the liability becomes an actual liability or (as the case may be) becomes capable of being quantified. For the avoidance of doubt, nothing in this paragraph 8 shall prejudice the right of the Buyer to serve written notice of an alleged claim on the Seller or, if relevant, commence proceedings against the Seller.
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UNASCERTAINABLE CLAIMS. The Warrantors shall not be liable for any claim which arises by reason of a liability which, at the time when written notice of the claim is given to the Warrantors, is contingent only or is otherwise not capable of being quantified and the Warrantors shall not be liable to make any payment in respect of such claim unless and until the liability becomes an actual liability or (as the case may be) becomes capable of being quantified.
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UNASCERTAINABLE CLAIMS. The Warrantors shall not be liable for any Claim which arises by reason of a liability which, at the time when written notice of the Claim is given to the Warrantors, is contingent only or is otherwise not capable of being quantified and the Warrantors shall not be liable to make any payment in respect of such Claim unless and until the liability becomes an actual liability or (as the case may be) becomes capable of being quantified. This is without prejudice to the right of the Purchaser to give notice of the Claim in accordance with paragraph 2.1 above and commence legal proceedings in respect of it in accordance with paragraph 2.4 above.
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UNASCERTAINABLE CLAIMS. No Warrantor is liable for any Claim which arises by reason of a liability which is contingent only or is otherwise not capable of being quantified and no Warrantor is liable to make any payment in respect of any such Claim unless and until the liability becomes an actual liability that is capable of being quantified.
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UNASCERTAINABLE CLAIMS. Except as provided in this CLAUSE 9.20, the Warrantor will have no Liability for any Warranty Claim which arises by reason of a Liability which, at the time when the relevant Claim Notice is given, is contingent only or is otherwise not capable of being quantified. The Warrantor will not be Liable to make any payment in respect of any such Warranty Claim:
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UNASCERTAINABLE CLAIMS. 1.14 The Seller shall not be liable for any Operational Warranties Claim which arises by reason of a liability which, at the time when written notice of the Operational Warranties Claim is given to the Seller, is contingent only or is otherwise not capable of being quantified and the Seller shall not be liable to make any payment in respect of such Operational Warranties Claim unless and until the liability becomes an actual liability or (as the case may be) becomes capable of being quantified.
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Related to UNASCERTAINABLE CLAIMS

  • Unascertainable If on any date on which a LIBOR Rate would otherwise be determined, the Administrative Agent shall have determined that:

  • Interest Rate Unascertainable, Inadequate or Unfair In the event that (i) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurodollar Rate then being determined is to be fixed or (ii) the Requisite Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Loans for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon each Eurodollar Loan shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan and the obligations of the Lenders to make Eurodollar Rate Loans or to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower that the Requisite Lenders have determined that the circumstances causing such suspension no longer exist.

  • Libor Rate Unascertainable Illegality Increased Costs Deposits Not Available (a) If on any date on which a LIBOR Rate would otherwise be determined, the Administrative Agent shall have determined that:

  • Contested Claims In the event that the Indemnifying Party disputes the Claimed Amount, as soon as practicable but in no event later than ten (10) days after the receipt of the notice referenced in Section 10.2(b)(ii) hereof, the Parties will begin the process to resolve the matter in accordance with the dispute resolution provisions of Section 1.4 hereof. Upon ultimate resolution thereof, the Parties will take such actions as are reasonably necessary to comply with such agreement or instructions.

  • Uncontested Claims In the event that the Indemnification ------------------ Representative does not contest a Notice of Claim (an "Uncontested Claim") in ----------------- writing within thirty (30) calendar days after receipt by the Escrow Agent of such Notice of Claim, as provided below in Section 2.3(b), Parent may deliver to the Escrow Agent, with a copy to the Indemnification Representative, a written demand by Parent (a "Parent Demand") stating that a Notice of Claim has been ------------- given as required in this Escrow Agreement and that no notice of contest has been received by the Escrow Agent from the Indemnification Representative during the period specified in this Escrow Agreement, and further setting forth the proposed Escrow Adjustments to be made in accordance with this Section 2.3(a). Within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Demand, the Indemnification Representative may object by a written notice delivered to Parent and the Escrow Agent to the computations or other administrative matters relating to the proposed Escrow Adjustments (but may not object to the validity or amount of the Claim previously disclosed in the Notice of Claim and not previously timely objected to under paragraph (b)), whereupon the Escrow Agent shall not make any of the Escrow Adjustments until either: (i) Parent and the Indemnification Representative shall have given the Escrow Agent written notice setting forth agreed Escrow Adjustments, or (ii) the matter is resolved as provided in Sections 2.3(b) and 2.3(c). Upon satisfaction of the foregoing, the Escrow Agent, as directed in writing by Parent, and Parent shall promptly take all steps to release the final Escrow Adjustments.

  • Tax Claims Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.

  • Disputed Claims $ The undersigned who has a contract with for furnishing labor or materials or both labor and materials or rental equipment, appliances or tools for the erection, alteration, repair or removal of a building or structure or other improvement of real property known and identified as located in (city or town), County, and owned by , upon receipt of ($ ) in payment of an invoice/requisition/application for payment dated does hereby:

  • Increased cost claims (a) A Finance Party intending to make a claim pursuant to Clause 14.1 (Increased costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Company.

  • Taxes Increased Costs Protection and Illegality Section 3.01. Taxes 76

  • Increased Costs, Illegality, etc (a) In the event that any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent):

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