Claim Notice definition
Examples of Claim Notice in a sentence
In the event a Claim Notice is delivered with respect to a Third Party Claim, the Indemnifying Party shall have thirty (30) days from its receipt of a Claim Notice to notify the Indemnified Party whether the Indemnifying Party desires, at the Indemnifying Parties’ sole cost and expense and by counsel of its own choosing, to assume and control the defense of the Third Party Claim.
No Losses may be recovered from the Vendor pursuant to Section 7.2(a) unless a Claim Notice is delivered by the Purchaser, on or before the date that is 24 months after the Closing Date, provided, however, that in the event of fraud relating to a representation or warranty of the Vendor, then notwithstanding the foregoing, the Purchaser shall be entitled to deliver a Claim Notice up to 72 months after the Closing Date for the purposes of such claim.
For the avoidance of doubt, a Claim Notice may be delivered in respect of contingent or potential Losses that have not yet been finally determined or quantified, and the delivery of such Claim Notice shall be sufficient to preserve the Indemnified Party’s rights under this Article 7, provided that the Claim Notice describes the information set forth above.
The failure of the Indemnified Party to promptly deliver a Claim Notice shall not relieve the Indemnifying Party of its obligations under this Article V, except to the extent that the Indemnifying Party is actually and materially prejudiced by the failure to give such Claim Notice.
Subject to Section 10.3 (Enforcement of Patents); Section 10.5 (Defense of Claims of Infringement by Third Parties) and Section 10.6 (Invalidity or Unenforceability Defenses or Actions), the Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party [***] after the Indemnifying Party’s receipt of an Indemnification Claim Notice.