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 reasonably expects to incur Damages for which it is entitled to indemnification under Article VII.
Expected Claim Notice has the meaning set forth in Section 8.4.
Examples of Expected Claim Notice in a sentence
Notwithstanding the foregoing, if an Indemnified Party delivers to an Indemnifying Party, before expiration of a representation or warranty or the applicable right to claim indemnification, either a Claim Notice or an Expected Claim Notice in respect to the relevant matter, then the applicable representation or warranty or the applicable right to claim indemnification, as applicable, shall survive until, but only for purposes of, the resolution of the matter covered by such notice.
More Definitions of Expected Claim Notice
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.
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 means a notice that, as a result of a Proceeding instituted by or written claim made by a Third Party, an Indemnified Party reasonably expects to incur Losses for which it is entitled to indemnification under Article 13 .
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 Indemnified Party reasonably expects to incur Damages for which it is entitled to indemnification under Article VII.
Expected Claim Notice means a notice delivered by the Buyer to the Representative to the effect 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 VI of the Merger Agreement.
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 is defined in Section 7.3.