Contingent Claims. Nothing herein shall be deemed to prevent an Indemnitee from making a claim hereunder for potential or contingent claims or demands; provided that the Notice of Claim sets forth the specific basis for any such contingent claim to the extent then feasible and the Indemnitee has reasonable grounds to believe that such a claim may be made.
Contingent Claims. Nothing herein shall be deemed to prevent an Indemnified Party from making a claim hereunder for potential or contingent claims or demands provided the Claim Notice sets forth the specific basis for any such potential or contingent claim to the extent then feasible and the Indemnified Party has reasonable grounds to believe that such a claim or demand may be made.
Contingent Claims. Nothing herein shall be deemed to prevent an Indemnified Person from making a claim hereunder for potential or contingent claims or demands (a "Contingent Claim") provided the Claim Notice sets forth the specific basis for any such Contingent Claim to the extent then feasible and the Indemnified Person has reasonable grounds to believe that such a claim may be made.
Contingent Claims. If any claim relates to a liability which, at the time that such Claim is notified to the Vendors’ Representative is contingent only, the Vendors shall not be under any obligation to make any payment to the Purchaser in respect thereof unless and until such time as the contingent liability ceases to be contingent and becomes actual.
Contingent Claims. If any claim relating to a breach of any of the Warranties or the Tax Covenant arises by reason of a liability of the Seller which is a contingent liability when any such claim in respect thereof is notified to the Seller in accordance with this Schedule 5, the Seller shall not be obliged to make any payment to the Purchaser until such time as the contingent liability ceases to be contingent and becomes an actual liability and is due and payable. Provided that any such claim has been notified to the Seller in accordance with paragraph 2.1 of this Schedule 5, then paragraph 2.2 shall be amended in relation to such claim so as to require that Proceedings be commenced within nine months from the date on which the Purchaser becomes aware and has notified the Seller that the said liability ceases to be contingent.
Contingent Claims. 52 ----------------- ARTICLE XI TERMINATION....................................................52 ----------- 11.1 Termination........................................52 ----------- 11.2 Effect of Termination..............................53 --------------------- ARTICLE XII MISCELLANEOUS..................................................53 ------------- 12.1 Payment of Expenses................................53 ------------------- 12.2 Entire Agreement...................................53 ---------------- -iv- TABLE OF CONTENTS (continued) AGREEMENT AND PLAN OF MERGER ---------------------------- THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made as of the 12th day of August, 1997, by and among ACSYS Resources, Inc., a Pennsylvania corporation ("ACSYS"), ACSYS Staffing Acquisition Corp., a Georgia corporation and wholly owned subsidiary of ACSYS ("Staffing Acquisition"), ACSYS Search Acquisition Corp., a Georgia corporation and wholly owned subsidiary of ACSYS ("Search Acquisition"), ACSYS Career Acquisition Corp., a Georgia corporation and wholly owned subsidiary of ACSYS ("Career Acquisition"), and C.P.A. Staffing, Inc., a Georgia corporation ("C.P.A. Staffing"), C.P.A. Search, Inc., a Georgia corporation ("C.P.A. Search"), Career Placement Associates, Inc., a Georgia corporation ("Career Placement"), and Xxxx Xxxxxxxxx and Xxxxx Xxxxxxxx (together, the "Shareholders").
Contingent Claims. The Warrantors shall not be liable for any Claim to the extent that it relates to a Claim based on a contingency until the contingency has become actual save that such a Claim, if made as a contingent claim prior to the expiry date of the relevant time limited contained in Clause 8.3, shall survive until the earlier of the date upon which the contingency becomes actual and the seventh anniversary of Completion.
Contingent Claims. 5.1 The Warrantors shall be under no liability in respect of any Relevant Claim which is based upon a liability of a Group Company which is contingent only (a "Contingent Claim") unless and until such liability becomes an actual liability or becomes capable of being quantified.
Contingent Claims. No claim may be made against CollaGenex based upon a liability which is contingent unless and until such contingent liability becomes an actual liability.
Contingent Claims. If any Claim is based upon a liability which is contingent only, the Seller shall not be liable to make payment unless and until such contingent liability becomes an actual liability and is due and payable, provided that where a contingent liability is notified prior to the end of the time periods referred to in Clause 8.10(d) and 8.10(e) and it becomes an actual liability after the end of such time periods, it shall not be so excluded and the Claim shall be taken to have been notified in accordance with Clause 8.10(d) and 8.10(e).
