Notification of the Claim Sample Clauses

Notification of the Claim. If there is any fact, matter or circumstance which can lead to indemnification of the Purchaser pursuant to Clause 12 (a Claim), the Purchaser shall give notice in writing (the Claim Notice) to the Seller within a period of forty-five (45) Business Days (or any shorter period of time if requested by applicable Law, action or claim) following the moment as from which the Purchaser, obtained knowledge of such fact, matter or circumstance for which the Seller may be liable under Clause 12. The Claim Notice must contain sufficient information (but only to the extent of the information available to the Purchaser and Target at that time) in relation to the fact, matter or circumstance which gives rise to the Claim, together with a first estimate of the amount claimed in respect thereof if such amount is known and, when available, copies of the documents establishing the basis of the Claim. If the Claim Notice does not contain the estimate of the amount of Loss for which the Purchaser requests payment by the Seller, the Purchaser shall be entitled to deliver additional claim notices (each an Additional Claim Notice) requesting payment by the Seller once any amount of Loss suffered by the Purchaser or the Target is known (whether in whole or in part). Such Additional Claim Notice is subject to the same time limitations as set out in the beginning of this Clause 12.2.1. Any failure of the Purchaser (i) to notify the Seller within the time-limit stipulated in Clause 12.2.1 or (ii) to comply in all material respects with the provisions of Clause 12.2.1, shall not deprive the Purchaser of its right to claim the corresponding Losses under Clause 12 but in such case, the Purchaser right to indemnification may be reduced up to the amount of the Losses suffered by the Seller directly as a result of the failure of the Purchaser either (i) to notify the Seller within the time-limit stipulated in Clause 12.2.1 or (ii) to comply in all material respects with the provisions of Clause 12.2.1. However, for Third Party Claims any failure of the Purchaser (i) to notify the Seller within the time-limit stipulated in Clause 12.2.1 or (ii) to comply in all material respects with the provisions of Clause 12.2.1 shall deprive the Purchaser of its right to claim the corresponding Losses under Clause 12.
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Notification of the Claim. (a.) If the Purchaser becomes aware of any action, fact or event that may give rise to a claim against the Seller under this Clause 11, the Purchaser shall give a notice to the Seller within thirty (30) days after becoming aware of such event and within the time limits provided in Clause 11.2.1 or 11.2.5 (as applicable).

Related to Notification of the Claim

  • Notification of Threatened Action Each Party will immediately notify the other Party of any information it receives regarding any threatened or pending action, inspection or communication by any Regulatory Authority, which may affect the safety or efficacy claims of any Licensed Product or the continued marketing of any Licensed Product. Upon receipt of such information, the Parties will consult with each other in an effort to arrive at a mutually acceptable procedure for taking appropriate action.

  • Notification of Proceeding Indemnitee will notify the Company in writing promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any proceeding or matter which may be subject to indemnification or advancement of expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise.

  • Notification of Infringement Each party agrees to provide written notice to the other party promptly after becoming aware of any infringement of the Patent Rights.

  • Notification of Claim Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall:

  • Presentment of Claims and Collection of Proceeds The Master Servicer shall (to the extent provided in the applicable Servicing Agreement) cause the related Servicer to, prepare and present on behalf of the Trustee and the Certificateholders all claims under the Insurance Policies and take such actions (including the negotiation, settlement, compromise or enforcement of the insured's claim) as shall be necessary to realize recovery under such policies. Any proceeds disbursed to the Master Servicer (or disbursed to a Servicer and remitted to the Master Servicer) in respect of such policies, bonds or contracts shall be promptly deposited in the Master Servicer Collection Account upon receipt, except that any amounts realized that are to be applied to the repair or restoration of the related Mortgaged Property as a condition precedent to the presentation of claims on the related Mortgage Loan to the insurer under any applicable Insurance Policy need not be so deposited (or remitted).

  • Notification of litigation The Borrower will provide the Agent with details of any legal or administrative action involving the Borrower, any Security Party, the Approved Manager, any Ship or the Earnings or the Insurances of any Ship as soon as such action is instituted or it becomes apparent to the Borrower that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered material in the context of any Finance Document.

  • Notification of Certain Matters; Transaction Litigation (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement.

  • Notification of Claims In order that the indemnification provisions contained in this Section shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent.

  • Notification of Claim against Collateral The Borrower will, immediately upon becoming aware thereof, notify the Administrative Agent and each of the Lenders in writing of any setoff, claims (including, with respect to the Real Estate, environmental claims), withholdings or other defenses to which any of the Collateral, or the Administrative Agent’s rights with respect to the Collateral, are subject.

  • Third Party Claim Procedures (a) The Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice in writing to Indemnifying Party of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

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