Timing of Claim Sample Clauses

Timing of Claim. Notwithstanding the provisions of Section 7.1.1 above, no Indemnified Party shall be entitled to make any claim for indemnification as provided in Section 7.1.1(a)(i) unless such claim shall have been made in writing no later than twelve (12) months after the Closing Date, other than for breaches of (a) those representations made in Sections 4.1.1, 4.1.2, 4.1.3, 4.1.7 (the “Seller Fundamental Representations”) and Sections 5.1.1, 5.1.2, 5.1.3, 5.1.12 and 5.1.16 (the “Buyer Fundamental Representations” and Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. together with the Seller Fundamental Representations, the “Fundamental Representations”), as to which a claim may be made at any time prior to the expiration of the applicable statute of limitations; and (b) the Tax Representations of Seller and Buyer in this Agreement, as to which a claim may be made no later than sixty (60) days after the expiration of the applicable statute of limitations (taking into account applicable waivers and extensions). Notwithstanding the provisions of Section 7.1.1 above, Buyer shall not be entitled to make any claim for indemnification as provided in Section 7.1.1(d)(ii) in respect of Other EPC Payments unless such claim shall have been made in writing no later than the date on which the bonus payment obligations owed by any Sunlight Company to First Solar Electric (California), Inc. under the EPC Contracts are paid in full.
Sample 1
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Timing of Claim. Notwithstanding the provisions of Section 7.1 above, no Indemnified Party shall be entitled to make any claim for indemnification as provided in Section 7.1 unless such claim shall have been made in writing no later than the one-year anniversary of the Closing Date, except that (i) any claim for breaches of the Seller Fundamental Representations and the Buyer Fundamental Representations may be made at any time that is no later than the three-year anniversary of the Closing Date, (ii) any claim for a breach of Section 2.1(d)(iv) or Section 4.2(i) may be made at any time that is no later than 60 days following the expiration of the applicable statute of limitations (including extensions) and (iii) any claim of the type described in Section 7.1(d) may be brought at any time that the applicable Lien may be imposed on the Purchased Assets or any portion thereof.
Sample 1
Timing of Claim. Notwithstanding the provisions of Section 7.1 above, no Indemnified Party shall be entitled to make any claim for indemnification as provided in Section 7.1 after the expiration of the applicable Survival Period (as defined below). All (a) covenants and agreements shall survive until the expiration of all applicable statutes of limitations with respect to the matters covered thereby and (b) all representations and warranties, except for those specifically identified in the following clause, shall survive the Closing for a period of eighteen (18) months after the Closing; provided that (i) the representations and warranties in this Agreement relating to Taxes shall survive the Closing until the date that is sixty (60) days after the expiration of the applicable federal or state statute of limitations (including any extensions thereto), (ii) the representations and warranties in Sections 4.1.1, 4.1.2, 4.1.3, 4.1.5(a) (with respect to Charter Documents), 4.1.7, 4.1.11, 4.2.1(a) and (b), 4.2.3, 4.2.4(a) (with respect to Charter Documents), 5.1.1, 5.1.2, 5.1.3, 5.1.5(a) (with respect to Charter Documents), and 5.1.8 (collectively, the “Fundamental Representations”), shall survive until the expiration of the applicable statute of limitations and (iii) the representations and warranties in Section 4.2.12 (Environmental Matters), shall survive the Closing for a period of two (2) years (each of the foregoing hereinafter referred to as a “Survival Period”).
Sample 1
Timing of Claim. Following the Closing Date, and notwithstanding any other provision of this Agreement, no Indemnified Party shall be entitled to make any claim for indemnification for breach of any representation or warranty as provided in clause (a) of Section 7.1 unless such claim shall have been made in writing no later than six (6) months after the last date on which a payment of any portion of the Purchase Price is made by Buyer to Seller (the “Indemnification Period”), other than for breaches of those representations made in 16-10992-smb Doc 2372-1 Filed 02/01/17 Entered 02/01/17 12:04:38 Exhibit A Pg 54 of 175 48 4838-0620-7038.4
Sample 1

Related to Timing of Claim

  • Timing of Release of Claims Whenever in this Agreement a payment or benefit is conditioned on the Executive’s execution and non-revocation of a release of claims, such as the separation agreement referenced in Section 11(a) hereof, such release must be executed and all revocation periods shall have expired within 60 days after the Date of Termination; failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, then, subject to subsection (c) above, such payment or benefit (including any installment payments) that would have otherwise been payable during such 60-day period shall be accumulated and paid on the 60th day after the Date of Termination provided such release shall have been executed and such revocation periods shall have expired. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment at any time during such 60-day period.

  • Notification of Claim Notification of claim means the process of intimating a claim to the insurer or TPA through any of the recognized modes of communication.

  • Timing of Response Intermediary agrees to execute instructions as soon as reasonably practicable, but not later than five business days after receipt of the instructions by the Intermediary.

  • Exclusion of Claim Participant acknowledges and agrees that Participant will have no entitlement to compensation or damages insofar as such entitlement arises or may arise from Participant’s ceasing to have rights under or to be entitled to the Restricted Stock Units, whether or not as a result of termination of Service (whether such termination is in breach of contract or otherwise), or from the loss or diminution in value of the Restricted Stock Units. Upon the award of the Restricted Stock Units, Participant shall be deemed irrevocably to have waived any such entitlement.

  • Form and Timing of Severance Benefits The Severance Benefits described in Sections 3.3(a), 3.3(b), and 3.3(c) herein shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event beyond thirty (30) days after such date (with the actual payment date during such 30-day period to be determined by the Company in its discretion).

  • Timing of Plan Administrator Response The Plan Administrator shall respond in writing to such claimant within 60 days after receiving the request for review. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision.

  • Defense of Claim In case any claim, demand or deficiency (a “Claim”) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct the defense of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defense.

  • Timing of Requests Fund requests for Shareholder information shall be made no more frequently than quarterly except as the Fund deems necessary to investigate compliance with policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Fund.

  • Filing of Claims You must file all Claims within ninety (90) days from the date services were rendered, unless it is not reasonably possible to do so. In no event may any Claim be filed later than fifteen (15) months from the date services were rendered. Claims Administrator and Participating Providers have entered into agreements that eliminate the need for a Member to personally file a Claim for Benefits. Participating Providers will file Claims for Members either by mail or electronically. In certain situations, the Provider may request the Member to file the Claim. If Your Provider does request You to file directly with the Company, the following information will help You in correctly completing the Claim form. We will, upon receipt of a notice of claim, furnish to You such forms as are usually furnished by Us for filing proofs of loss. If such forms are not furnished within fifteen (15) days after the giving of such notice, You will be deemed to have complied with the requirements of this Contract as to proof of loss upon submitting, within the time fixed in this Contract for filing proofs of loss, any affirmative written proof covering the occurrence, the character and the extent of the loss for which the claim is made. If You have any questions about any of the information in this section, You may call Your insurance agent or Our Customer Service Department at the number shown in Your ID Card. Your Blue Cross and Blue Shield of Louisiana ID Card shows the way Your name appears on the Company records. (If You have Dependent coverage, the name(s) are recorded as You wrote them on Your application card.) The ID Card also lists Your Contract number (ID #). This number is the identification to Your Membership records and should be provided to Us each time a Claim is filed. To assist in promptly handling Your Claims, please be sure that:‌‌ an appropriate Claim form is used the Contract number (ID #) shown on the form is identical to the number on the ID Card the patient's date of birth is listed the patient's relationship to the Subscriber is correctly stated all charges are itemized in a statement from the Provider the itemized statement from the Provider contains the Provider’s name, address and tax ID number and is attached to the Claim form the date of service (Admission to a Hospital or other Provider) or date of treatment is correct the Provider includes a diagnosis code and a procedure code for each service/treatment rendered the claim is completed and signed by the Member. If You need to submit documentation to Us, please sent it to: United Concordia Dental ATTN: Claims Department P.O. Box 69441 Harrisburg, PA 17106-9441

  • Notice of Claim Promptly after receipt by an Investor Indemnitee or Company Indemnitee of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Investor Indemnitee or Company Indemnitee, as applicable, shall, if a claim for an Indemnified Liability in respect thereof is to be made against any indemnifying party under this Article V, deliver to the indemnifying party a written notice of the commencement thereof; but the failure to so notify the indemnifying party will not relieve it of liability under this Article V except to the extent the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the indemnifying party and the Investor Indemnitee or Company Indemnitee, as the case may be; provided, however, that an Investor Indemnitee or Company Indemnitee shall have the right to retain its own counsel with the actual and reasonable third party fees and expenses of not more than one counsel for such Investor Indemnitee or Company Indemnitee to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Investor Indemnitee or Company Indemnitee and the indemnifying party would be inappropriate due to actual or potential differing interests between such Investor Indemnitee or Company Indemnitee and any other party represented by such counsel in such proceeding. The Investor Indemnitee or Company Indemnitee shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Investor Indemnitee or Company Indemnitee which relates to such action or claim. The indemnifying party shall keep the Investor Indemnitee or Company Indemnitee reasonably apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Investor Indemnitee or Company Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Investor Indemnitee or Company Indemnitee of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Investor Indemnitee or Company Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The indemnification required by this Article V shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received and payment therefor is due.

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