Contingent Claims Sample Clauses

Contingent Claims. 13 If any Buyer Claim is based upon a liability which is contingent only, the Buyer shall not be liable to make payment unless and until such contingent liability gives rise to an obligation to make a payment. This is without prejudice to the right of the ODL Sellers to serve a notice of a Buyer Claim in accordance with this Schedule 10 above and to issue and serve proceedings in respect of it whilst it remains contingent provided that the Buyer Claim must have ceased to be contingent with 12 months of the date of such notice of Buyer Claim.

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. 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. 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. 6.1 If in respect of a Claim, the liability of the Buyer or any Target Company, N/C+ or Onet is contingent, then: (a) the time limits set out in paragraph 1.1 shall apply to the notification of such contingent Claim; and (b) no Seller shall be liable in respect thereof: (i) in respect of any Non-Tax Claim, unless and until such time as the contingent liability ceases to be contingent and becomes actual and unless proceedings in respect of the same have been commenced by being both issued and served (A) within nine months thereafter and (B) prior to the sixth anniversary of Completion; and (ii) in respect of any Tax Claim, unless proceedings in respect of the same have been commenced by being both issued and served prior to the sixth anniversary of Completion; 6.2 No liability under a successful Non-Tax Claim in respect of the payment of monies (including Taxation) shall become due to be satisfied unless and until the relevant monies become legally due and payable.

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 gives rise to an obligation to make a payment. This is without prejudice to the right of the Buyer to give notice of the Claim in accordance with paragraph 3 and to issue and serve proceedings in respect of it whilst it remains contingent. For the avoidance of doubt, the fact that the liability may not have become an actual liability by the relevant date provided in paragraph 3 shall not exonerate the Seller in respect of any Claim properly notified before that date, save where the Claim has not become an actual or non-contingent Claim within one year of such notice being given to the Seller.

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 Seller shall not be liable in respect of any Claim (other than a claim by the Buyer under the Tax Deed) based upon a liability which is contingent only unless and until such contingent liability becomes an actual liability, provided that this Schedule shall not operate to avoid a Claim made in respect of a contingent liability within the applicable time limit specified in paragraph 6 if it becomes an actual liability on or before the date falling six (6) months after the expiry of the applicable time limit specified in paragraph 6.

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.