Buyer Claim Notice definition

Buyer Claim Notice is defined in Section 8.2(b).
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Buyer Claim Notice shall have the meaning given in Section 8.1(c).
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Buyer Claim Notice has the meaning set forth in Section 10.5(b).
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Examples of Buyer Claim Notice in a sentence

  • Other than for claims set out in any Home Buyer Claim Notice, all creditors making Pre-Filing Claims or D&O Claims will be required to file claims with the monitor by November 23, 2016 by 5:00 p.m. (Toronto Time) (the “Claims Bar Date”).

  • The failure by Buyer to promptly deliver an Buyer Claim Notice under this Section 10.5(b)(ii) will not adversely affect the applicable Buyer Indemnitees’ right to indemnification except to the extent Sellers are materially prejudiced thereby.

  • If the Monitor does not receive a Home Buyer Objection Notice before the Restructuring Period Claims Bar Date, then the Home Buyer’s Restructuring Period Claim will be deemed to have been accepted as set out in the Home Buyer Claim Notice.

  • The failure by Buyer to promptly deliver a Buyer Claim Notice under this Section 10.5(b)(i) will not adversely affect the applicable Buyer Indemnitee’s right to indemnification except to the extent that Sellers are materially prejudiced thereby.

  • In pursuing the collection of any indemnification claims under this Section 9 , the Buyer Indemnitees may provide a Buyer Claim Notice to the Securityholder Representative and the Escrow Agent and may proceed against the Escrow Funds for the amount of such Losses in excess of the Basket in accordance with the terms of the Escrow Agreement.

  • The failure by Buyer to promptly deliver a Buyer Claim Notice under this Section 8.3.1(a) will not adversely affect the applicable Buyer Indemnified Party’s right to indemnification pursuant to Section 8.1, except to the extent (and only to the extent) any of the Sellers are materially prejudiced thereby in terms of the amount of Losses for which the Seller Indemnifying Parties are obligated to indemnify the Buyer Indemnified Parties.

  • Other than for claims set out in any Home Buyer Claim Notice, all creditors making Pre-Filing Claims or D&O Claims will be required to file claims with the Monitor by October 21, 2016 by 5:00 p.m. (Toronto Time) (the “Claims Bar Date”).

  • A Buyer Claim may be asserted against a Seller Indemnifying Party if such Buyer Claim is asserted in good faith and if a Buyer Claim Notice is received by the Seller Representative and Seller 1 within the survival time period applicable to such claim set forth in this Section 8.2, and any such timely claim will survive until such claim is finally and fully resolved.

  • Notwithstanding anything in this Section 8.3.1 to the contrary, a Buyer Claim Notice may be updated and amended from time to time by Buyer delivering an updated or amended Buyer Claim Notice, so long as such update or amendment relates to the underlying facts and circumstances specifically set forth in such original Buyer Claim Notice.

  • The failure by Buyer to promptly deliver a Buyer Claim Notice under this Section 8.3.1(b) will not adversely affect the applicable Buyer Indemnified Party’s right to indemnification pursuant to Section 8.1, except to the extent (and only to the extent) any Seller is materially prejudiced thereby in terms of the amount of Losses for which the Seller Indemnifying Parties are obligated to indemnify the Buyer Indemnified Parties.


More Definitions of Buyer Claim Notice

Buyer Claim Notice has the meaning set forth in SECTION 5(b)(i).
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Buyer Claim Notice and together with a Claims Notice, a “Notice”) to Seller. A Buyer Claim Notice must describe the Buyer Claim in reasonable detail, include written evidence thereof and set forth Buyer’s good faith calculation of the loss that has been suffered by a Buyer Indemnitee. No delay in or failure to give a Buyer Claims Notice by Buyer to Seller pursuant to this Section 9.6(b) will adversely affect any of the other rights or remedies that a Buyer Indemnitee has under this Agreement, or alter or relieve Seller of its obligation to indemnify a Buyer Indemnitee subject to the limitations set forth in this ARTICLE IX, except to the extent that Seller is materially prejudiced thereby. Seller shall respond to Buyer (a “Dispute Notice”) within 30 days (the “Dispute Period”) after the date the Buyer Claim Notice is received by Seller. Any Dispute Notice must specify whether Seller disputes a Buyer Claim described in a Buyer Claim Notice (or the amount of losses set forth therein). If Seller fails to give a Dispute Notice within the Dispute Period, Seller will be deemed not to dispute the Buyer Claim described in the Buyer Claim Notice. If Seller elects not to dispute a Buyer Claim described in a Buyer Claim Notice, whether by failing to give a timely Dispute Notice or otherwise, then the amount of losses alleged in such Buyer Claims Notice with respect to such undisputed Buyer Claim will be conclusively deemed to be an obligation of Seller, and Seller shall pay, in cash, to Buyer (for the benefit of the applicable Buyer Indemnitee(s)) within 10 days after the last day of the applicable Response Period, the amount specified in the Buyer Claims Notice with respect to such undisputed Buyer Claim. If Seller delivers a Dispute Notice to Buyer within the Dispute Period, Buyer and Seller shall promptly meet and use their commercially reasonable efforts to settle the dispute as to whether and to what extent the Buyer Indemnitees are entitled to reimbursement on account of such Buyer Claim. If Buyer and Seller are unable to reach an agreement within 30 days after Buyer receives such Dispute Notice, then either Buyer or Seller may resort to other legal remedies subject to the limitations contained in this ARTICLE IX. For all purposes of this ARTICLE IX (including those pertaining to disputes under Section 9.6(a) and this Section 9.6(b)), Buyer and Seller shall cooperate with, and make available to, each other and their respective representatives all information, records and data, an...
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Buyer Claim Notice has the meaning set forth in Section 9.8(b)(i). “Buyer Indemnitees” has the meaning set forth in Section 9.3. “Cash” means, as of any time, all cash, cash equivalents and marketable securities of the Company or the Subsidiary, including all outstanding security or other deposits in cash (such outstanding security or other cash deposits collectively, the “Cash Deposits”), at such time, plus any uncleared checks, deposits or inbound wires in transit, minus any checks written (but not yet cashed) by the Company or the Subsidiary or outbound wires. “Cash Deposits” has the meaning set forth in the definition of Cash. “Claim” has the meaning set forth in Section 9.8(a). “Claim Response” has the meaning set forth in Section 9.8(a). “Claims Notice” has the meaning set forth in Section 9.8(a). “Claiming Party” has the meaning set forth in Section 9.8(c). “Closing” has the meaning set forth in Section 3.1. “Closing Date” has the meaning set forth in Section 3.1. 2
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Buyer Claim Notice as defined in Section 12.
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Related to Buyer Claim Notice

  • Claim Notice has the meaning set forth in Section 8.4(a).

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Expected Claim Notice means a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, an Indemnified Party reasonably expects to incur Damages for which it is entitled to indemnification under Article VII.

  • Claims Notice has the meaning set forth in Section 9.3(a).

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • Indemnity Notice shall have the meaning specified in Section 9.3(b).

  • Buyer Losses has the meaning set forth in Section 10.1(a).

  • Title Defect Notice shall have the meaning set forth in Section 11.2(a).

  • Third Party Claim has the meaning set forth in Section 7.05(a).

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Direct Claim has the meaning set forth in Section 8.05(c).

  • Third party claimant means any individual, corporation, association, partnership, or other legal entity asserting a claim against any individual, corporation, association, partnership, or other legal entity insured under an insurance policy or insurance contract.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Claim Period means the period of time during which a Settlement Class Member must submit a Claim Form to be eligible to receive a Cash Benefit or Billing Credit Option as part of the Settlement. The Claim Period shall commence not later than thirty (30) days after the Preliminary Approval Date, as defined herein, and shall conclude not more than ninety (90) days after it commences.

  • Claimed Amount means the amount of any Damages incurred or reasonably expected to be incurred by the Indemnified Party.

  • Claim Objection Deadline means the first Business Day that is 180 days after the Effective Date, as may be extended by order of the Bankruptcy Court.

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Environmental Defect Notice shall have the meaning set forth in Section 12.1(a).

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Title Defect as used herein shall mean any encumbrance, encroachment, irregularity, defect in or objection to Seller’s title to the Interests (excluding Permitted Encumbrances), that alone or in combination with other defects renders Seller’s title to the Interests or part thereof less than Defensible Title.

  • Unresolved Claim means a Claim, which at the relevant time, in whole or in part: (a) has not been Finally Determined to be a Proven Claim in accordance with the Amended Claims Procedure Order and this Plan; (b) is validly disputed in accordance with the Amended Claims Procedure Order; and/or (c) remains subject to review and for which a Notice of Allowance or Notice of Revision or Disallowance (each as defined in the Amended Claims Procedure Order) has not been issued to the Creditor in accordance with the Amended Claims Procedure Order as at the date of this Plan, in each of the foregoing clauses, including both as to proof and/or quantum;

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).