Expected Claim Notice definition

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 VI.

Expected Claim Notice means a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, the Buyer or the Company Equityholders reasonably expects to incur Damages for which it or they are entitled to indemnification under Article V.

Expected Claim Notice means a notice that, as a result a legal proceeding instituted by or claim made by a third party, the Indemnified Party reasonably expects to incur Damages.

Examples of Expected Claim Notice in a sentence

• If the legal proceeding or written claim with respect to which an Expected Claim Notice has been given is definitively withdrawn or resolved in favor of the Buyer, the Buyer shall promptly so notify the Representative.

• If the Buyer delivers to the Representative, before expiration of a representation, warranty, covenant or agreement, either a Claim Notice based upon a breach of such representation, warranty, covenant or agreement or an Expected Claim Notice based upon a breach of such representation, warranty, covenant or agreement then the applicable representation, warranty, covenant or agreement shall survive until, but only for purposes of, the resolution of the matter covered by such notice.

• If the Buyer delivers to the Representative, before expiration of the applicable representation, warranty, covenant or agreement as set forth in Section 6.3(a) above, either a Claim Notice or an Expected Claim Notice, then the applicable representation(s), warranty(s), covenant(s) and/or agreement(s) shall survive until, but only for purposes of, the resolution of the matter or matters covered by such notice.

More Definitions of Expected Claim Notice

Expected Claim Notice has the meaning set forth in Section 8.4.

Expected Claim Notice means a notice that, as a result of an Action 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 VIII or ARTICLE IX, or which it is entitled to apply to the Threshold, which notice will (i) contain a statement that the Indemnified Party is entitled to indemnification under ARTICLE VIII or ARTICLE IX for such Damages, or to apply such Damages to the Threshold, and a reasonable explanation of the basis therefor; and (ii) if such Claim Notice relates to a Third Party Action, is accompanied by copies of all communications between the Indemnified Party and its counsel on one hand and the person or entity asserting the Third Party Action and its advisors on the other hand, and copies of all pleadings, if any, pertaining to the Third Party Action.

Expected Claim Notice has the meaning specified in Section 6.4.

Expected Claim Notice means a notice delivered pursuant to the SPA by the Company to the Depositor, before expiration of the relevant representation, warranty or covenant, to the effect that, as a result a legal proceeding instituted by or written claim made by a third party, the Company reasonably expects to incur Environmental Losses as a result of a breach of such representation, warranty or covenant.

Expected Claim Notice means a written notification delivered by the Buyer to the Company Equityholder Representative, that, as a result of a legal proceeding instituted by or written claim made by a third party, the Buyer reasonably expects to incur Damages for which it is entitled to indemnification under Article VIII.

Expected Claim Notice means a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, the Purchaser

Expected Claim Notice means a notice that an Indemnified Party in good faith reasonably expects to incur Damages resulting from, related to or arising out of an actual third-party claim, or a written threat of a third-party, against the Indemnified Party for which it is entitled to indemnification under ARTICLE VII and is accompanied by copies of all notices and documents (including court papers) received by the Indemnified Party relating thereto and a description in reasonable detail (to the extent known by the Indemnified Party) of the facts constituting the basis for such claim; PROVIDED, THAT, such Expected Claim Notice shall expire on the six-month anniversary thereof if a Claim Notice has not been filed within such period with respect to the underlying expected claim.