Common use of Assertion of Claims Clause in Contracts

Assertion of Claims. No claim shall be brought under Section 9.1 hereof unless the Indemnified Persons, or any of them, at any time prior to the applicable Survival Date, give the Indemnifying Persons (a) written notice of the existence of any such claim, specifying the nature and basis of such claim and the amount thereof, to the extent known or (b) written notice pursuant to Section 9.4 of any third party claim, the existence of which might give rise to such a claim. Upon the giving of such written notice as aforesaid, the Indemnified Persons, or any of them, shall have the right to commence legal proceedings subsequent to the Survival Date for the enforcement of their rights under Section 9.1 hereof.

Appears in 3 contracts

Samples: Agreement and Plan (BPC Holding Corp), Agreement and Plan (Berry Plastics Corp), Agreement and Plan of Reorganization (BMJ Medical Management Inc)

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Assertion of Claims. No claim shall be brought under Section 9.1 hereof 8.1 unless the Indemnified Persons, or any of them, at any time prior to the applicable Survival Date, give the Indemnifying Persons (a) written notice of the existence of any such claim, specifying the nature and basis of such claim and the amount thereof, to the extent known or (b) written notice pursuant to Section 9.4 8.3 of any third party claimThird-Party Claim, the existence of which might give rise to such a claim. Upon the giving of such written notice as aforesaid, the Indemnified Persons, or any of them, shall have the right to commence legal proceedings Proceedings subsequent to the Survival Date for the enforcement of their rights under Section 9.1 hereof8.1.

Appears in 2 contracts

Samples: Employment Agreement (Greenfield Online Inc), Agreement and Plan of Merger (Providence Service Corp)

Assertion of Claims. No claim shall be brought under Section SECTION 9.1 hereof unless the Indemnified Persons, or any of them, at any time prior to the applicable Survival Date, give the Indemnifying Persons (a) written notice of the existence of any such claim, specifying the nature and basis of such claim and the amount thereof, to the extent known or (b) written notice pursuant to Section 9.4 SECTION 9.3 of any third party claim, the existence of which might give rise to such a claim. Upon the giving of such written notice as aforesaid, the Indemnified Persons, or any of them, shall have the right to commence legal proceedings subsequent to the Survival Date for the enforcement of their rights under Section 9.1 hereofSECTION 9.1.

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (Netoptix Corp), Stock and Asset Purchase Agreement (Netoptix Corp)

Assertion of Claims. No claim shall be brought under Section 9.1 hereof 10.1 unless the Indemnified Persons, or any of them, at any time prior to the applicable Survival Date, give the Indemnifying Persons (a) written notice of the existence of any such claim, specifying the nature and basis of such claim and the amount thereof, to the extent known or (b) written notice pursuant to Section 9.4 10.3 of any third party claimThird-Party Claim, the existence of which might give rise to such a claim. Upon the giving of such written notice as aforesaid, the Indemnified Persons, or any of them, shall have the right to commence legal proceedings Proceedings subsequent to the Survival Date for the enforcement of their rights under Section 9.1 hereof10.1.

Appears in 1 contract

Samples: Recapitalization Agreement (Convergent Group Corp)

Assertion of Claims. No claim shall be brought under Section 9.1 8.2 hereof unless the applicable Indemnified Persons, or any of them, at any time prior to the applicable Survival Date, give the applicable Indemnifying Persons (a) written notice of the existence of any such claim, specifying the nature and basis of such claim and the amount thereof, to the extent known or (b) written notice pursuant to Section 9.4 8.4 of any third party claim, the existence of which might give rise to such a claim. Upon the giving of such written notice as aforesaid, the Indemnified Persons, or any of them, shall have the right to commence legal proceedings subsequent to the Survival Date for the enforcement of their rights under Section 9.1 8.2 hereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Alloy Online Inc)

Assertion of Claims. No claim shall be brought under Section 9.1 6.2 hereof unless the Indemnified Persons, or any of them, at any time prior to the applicable Survival Date, if any, give the Indemnifying Persons Stockholder (a) written notice of the existence of any such claim, specifying the nature and basis of such claim and the amount thereof, to the extent known or (b) written notice pursuant to Section 9.4 6.4 of any third party claim, the existence of which might give rise to such a claim. Upon the giving of such written notice as aforesaidaforesaid prior to the applicable Survival Date, the Indemnified Persons, or any of them, shall have the right to commence legal proceedings subsequent to the Survival Date for the enforcement of their rights under Section 9.1 6.2 hereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ivillage Inc)

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Assertion of Claims. No claim shall be brought under Section 9.1 hereof 7.1 unless the Indemnified Persons, or any of them, at any time prior to before the applicable Survival Date, give the Indemnifying Persons (a) a Third Person Claim Notice under Section 7.3 or (b) written notice (a “Claim Notice”) of the existence of any such claima direct claim in reasonable detail, specifying the nature and basis of such that claim and the amount thereof, to the extent known known. Once the Indemnified Persons, or (b) any of them, have given that written notice pursuant to Section 9.4 of any third party claim, before the existence of which might give rise to such a claim. Upon the giving of such written notice as aforesaidapplicable Survival Date, the Indemnified Persons, or any of them, shall have the right to commence legal proceedings subsequent to the Survival Date for the enforcement of their rights under Section 9.1 hereof7.1.

Appears in 1 contract

Samples: Asset and Share Purchase Agreement (Trinity Biotech PLC)

Assertion of Claims. No claim shall be brought under Section 9.1 7.2 hereof unless the Indemnified Persons, or any of them, at any time prior to the applicable Survival Date, if any, give the Indemnifying Persons (a) written notice of the existence of any such claim, specifying the nature and basis of such claim and the amount thereof, to the extent known or (b) written notice pursuant to Section 9.4 7.4 of any third party claim, the existence of which might give rise to such a claim. Upon the giving of such written notice as aforesaidaforesaid prior to the applicable Survival Date, the Indemnified Persons, or any of them, shall have the right to commence legal proceedings subsequent to the Survival Date for the enforcement of their rights under Section 9.1 7.2 hereof.

Appears in 1 contract

Samples: Agreement and Plan or Reorganization and Merger (Ivillage Inc)

Assertion of Claims. No claim shall be brought under Section 9.1 hereof unless the Indemnified Persons, or any of them, at any time prior shall provide to the applicable Survival Date, give the Indemnifying Persons (a) Person prompt written notice (in no event less than 10 Business Days following the Indemnified Persons’ notice of such claim): (i) of the existence of any such claim, specifying the nature and basis of such claim and the amount thereof, to the extent known or (bii) written notice pursuant to Section 9.4 of any third party claimThird Party Claim, the existence of which might would give rise to such a claim. Upon the giving of such written notice as aforesaidprior to the applicable Survival Date, the Indemnified Persons, or any of them, shall have the right to commence legal proceedings Proceedings subsequent to the Survival Date for the enforcement of their rights under Section 9.1 hereof9.1. , subject to any statute of limitations under applicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aegis Industries, Inc.)

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