Relevant Claims. Purchaser warrants that as at the date of this Agreement it does not have actual knowledge of any fact which would give rise to a Relevant Claim.
Relevant Claims. If, in accordance with Schedule 4 of the SPA, the Buyer gives the Seller notice of a Relevant Claim, and such Relevant Claim is not settled or otherwise determined by the date of a Principal Payment, the Principal Payment shall be suspended in the manner described in Section 3(c) by an amount equal to such unsettled Relevant Claim (“Amount Claimed”). Upon the settlement or determination of such Relevant Claim , the Principal Payment shall be deemed satisfied to the extent of the amount settled or otherwise determined in respect of such Relevant Claim (the “Settled Amount”), and an amount equal to the Amount Claimed less the Settled Amount, if any, shall be paid to the Seller within ten (10) Business Days of the settlement or determination of such Relevant Claim.
Relevant Claims. 5.1 Subject to clause 5.4, the Buyer shall be entitled to use the Escrow Funds to settle a Relevant Claim, and to the extent it wishes to do so:
Relevant Claims. In this Schedule, “
Relevant Claims. 5.1 Save in respect of any Relevant Claim for an amount which is equal to or less than the amount of the W&I Retention which shall be dealt with in accordance with paragraph 5.3, the Buyer shall firstly seek to recover the full amount of any Relevant Claim (less a sum equal to the W&I Retention) under the W&I Policy. In particular, but without prejudice to the generality of the foregoing, the Buyer shall use its reasonable endeavours to recover such amounts, including, without limitation complying with the terms and conditions of the W&I Policy and shall (subject to any confidentiality provisions in the W&I Policy) keep the Sellers’ Representative and the Management Sellers’ and Precis Representative fully informed as regards the making and progress of all claims under the W&I Policy and other steps and proceedings taken thereunder to obtain payment under the W&I Policy and the Sellers’ Representative and the Management Sellers’ and Precis Representative shall be permitted to make representations to the Buyer as to the steps and proceedings that they consider should be taken to obtain payment under the W&I Policy. The Buyer undertakes to the Sellers and Management Sellers to comply with the terms of the W&I Policy.
Relevant Claims. The terms and provisions of this Schedule 4 apply from and after Closing (including with respect to any Relevant Claims in connection with Clause 8.3).
Relevant Claims. If Relevant Claims are settled or otherwise determined in any Escrow Period, the Principal Amount of the Note shall be reduced by an amount equal to the amount of such settled Relevant Claim.
Relevant Claims. If by the Release Date it shall not have been Finally Determined whether or not the Covenantors are liable in whole or part in respect of a relevant claim and the Covenantors' Representative shall not have expressly agreed in writing that the Covenantors are so liable, the Offeror and the Covenantors' Representative shall jointly instruct the Escrow Agent to retain in the Escrow Fund (and withhold from the Escrow Security which would otherwise be released on such Release Date) such amount of each Covenantor's Escrow Security (firstly from Escrow Shares and secondly from Escrow Notes) representing his appropriate proportion of such amount as the Offeror and the Covenantors' Representative reasonably believe to be the value of such claim (the "RETAINED ESCROW SECURITY") and, in the absence of agreement, as determined by an independent chartered accountant selected by the parties, where such Retained Escrow Security shall be retained until it shall be Finally Determined whether or not the Covenantors are liable in whole or in part in respect thereof or the Covenantors' Representative shall agree that the Covenantors are so liable or until the provisions of paragraph 5.4 apply (as appropriate).
Relevant Claims. Buyer is not actually aware as at the date of this Agreement of any fact, matter or circumstance which might entitle it either at Closing or with the passing of time to make a Relevant Claim of any amount against Seller (without regard to Section 7.1(a)(i)).
Relevant Claims. 3.1 For the Purchaser to make a Relevant Claim, it shall give written notice thereof to the Sellers’ Representative (a “Claim Notice”). Any Claim Notice shall specify in reasonable detail with supporting evidence the event, matter or breach which gives rise to the Relevant Claim and a good faith best estimate of the amount claimed in respect thereof (the “Claimed Amount”). If any Escrow Shares remain in the Escrow Account on the date of the Claim Notice, then the Purchaser shall also send a copy of the Claim Notice to the Escrow Agents. Each such Claim Notice shall be duly completed and dated with the date on which it is given and executed by the Purchaser and shall clearly specify: (a) whether or not it is a Seller Claim or a Reimbursement Claim; and (b) if it is a Seller Claim, the name of the Seller to which such claim applies.
