CLAIMS BY BUYER. Buyer shall notify Sellers in writing with reasonable promptness after the discovery of any claim upon which Buyer will demand indemnification from Sellers under this Agreement. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include, where commercially practicable, an itemized accounting of the claim, and provide a good faith estimate of the amount of the Indemnified Loss. Within fifteen (15) days after receipt of the notice, Sellers shall either reimburse Buyer for the amount of the claim (or acknowledge Buyer’s right of offset) or notify Buyer of Sellers’ intent to dispute the claim. The foregoing notwithstanding, if Buyer would otherwise be entitled to indemnification under this Agreement but for Buyer’s failure timely to deliver a notice, Buyer shall nevertheless be entitled to be indemnified under this Article unless either Seller can establish that either Seller has been materially prejudiced by any time elapsed or by any intervening payment, settlement, or other disposition of the claim.
CLAIMS BY BUYER. Xxxxxxx shall thereupon be afforded a reasonable opportunity to inspect the goods. All claims not made in the time period and manner specified above shall be deemed waived. All actions, claims or defenses by Buyer shall be deemed waived unless commenced or asserted within 6 months of receipt of the goods. No claims for visible, external damage or shortage will be allowed unless they are accompanied by an inspection report or signed delivery receipt noting such loss or damage signed by a representative of the carrier and forwarded to the Xxxxxxx Xxxx President, Marketing & Sales within 30 days of the invoice date.
CLAIMS BY BUYER. Buyer shall notify the Shareholders in writing with reasonable promptness after the discovery of any claim upon which Buyer will demand indemnification from the Shareholders under this Agreement. To the extent possible, the notice shall describe in reasonable detail the basis for the claim, include an itemized accounting of the claim, and provide a good faith estimate of the amount of the Indemnified Loss. Within 14 days after receipt of the notice, the Shareholders shall either reimburse Buyer for the amount of the claim (or acknowledge Buyer's right of offset) or notify Buyer of the Shareholder's intent to dispute the claim.
CLAIMS BY BUYER. Any claims made by Buyer as a --------------- result of unsatisfied net prorations or Purchase Price adjustments in Buyer's favor, or as a consequence of the failure of Seller to deliver the Assets as represented by Seller in this Agreement, including but not limited to any reduction in the Purchase Price occasioned by Seller's failure to deliver at least six thousand six hundred fifty (6,650) Basic Subscribers, as provided for in Section 4.1 of this Agreement.
CLAIMS BY BUYER. Buyer shall thoroughly inspect goods and services sold under this Agreement immediately upon receipt to verify that the such goods and services conform to the specifications of the Agreement. Buyer must notify Seller of claims for failure or delay in delivery within ten (10) days after the scheduled delivery date. Buyer must notify Seller of any claims for nonconforming or defective goods or services within ten (10) days after receipt or any claim related to such goods or services shall be waived. In addition, Seller must be given an opportunity to investigate the claim before Buyer disposes of the goods or else Buyer's claim will be barred. Seller shall incur no liability for damage, shortages, or other cause alleged to have occurred or existed at or prior to delivery to the carrier unless Buyer shall have entered full details thereof on its receipt to the carrier.
CLAIMS BY BUYER. (a) In the event of any claim by Buyer regarding the quality of the goods delivered, such goods must be promptly offered to Seller for examination. If for any reason Buyer fails to afford adequate opportunity for examination by Seller, Buyer shall not be entitled to any reduction or claim based upon or relating to such goods. (b) Claims of any kind or nature, except for latent defects, must be made in writing within thirty (30) days after receipt of the goods by Buyer or its agent. (c) Seller shall have no obligation to replace goods claimed to be defective unless Seller receives representative samples of the goods and an opportunity to examine the goods at a place convenient to the Seller.
CLAIMS BY BUYER. DDS, LLC shall thereupon be afforded a reasonable opportunity to inspect the goods. All claims not made in the time period and manner specified above shall be deemed waived. All actions, claims or defenses by Buyer shall be deemed waived unless commenced or asserted within six (6) months of receipt of the goods. No claims for visible, external damage or shortage will be allowed unless they are accompanied by an inspection report or signed delivery receipt noting such loss or damage signed by a representative of the carrier and forwarded to the DDS, LLC National Sales Manager within 30 days of the invoice date.
CLAIMS BY BUYER. THE BUYER HEREBY AGREES THAT THE PROVISIONS OF TSG’S CLAIMS MANAGEMENT POLICY AVAILABLE AT [xxxxxxxxxxxxxxxxxxx.xxx] SHALL GOVERN ALL CLAIMS SUBMITTED TO THE SELLER BY THE BUYER IN CONNECTION WITH THE GOODS SOLD HEREUNDER, SUBJECT TO THE TERMS SET OUT HEREIN AND SELLER’S APPLICABLE QUOATATION, ORDER ACKNOWLEDGMENT OR ACCEPTED PURCHASE ORDER.
CLAIMS BY BUYER. If Buyer or any Buyer Indemnitee has a claim for indemnification hereunder, Buyer or such Buyer Indemnitee shall deliver a notice (the "Indemnification Notice") to Parent: (A) stating that Buyer has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Damages, and (B) specifying in reasonable detail the individual items of Damages included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant or other matter to which such item is related.
CLAIMS BY BUYER. Sellers will have no liability under Section 8.4 with respect to any representation or warranty, or any covenant or obligation, unless the Person entitled to indemnification provides a notice under Section 8.9 or 8.10 before the expiration of the applicable limitations period stated below:
