Buyer Claim Sample Clauses

Buyer Claim. Buyer Claim" shall mean a claim for indemnification by Buyer pursuant to Section 9.2.
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Buyer Claim. Buyer Claim" shall mean any Loss indemnifiable by Sellers pursuant to Section 8.1(a).
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Buyer Claim. If Buyer wishes to assert a representation and warranty claim under this Agreement against Sellers (the "Buyer Claim"), Buyer shall notify Sellers in writing within 60 Business Days after Buyer has detected a breach of representations and warranties, describing in reasonable details such breach and the Damage suffered by the DiaMed Companies and Buyer as a consequence of such breach, provided, however, that the failure of Buyer to give such notice hereunder shall not affect its rights pursuant to Section 9.1, except to the extent that Sellers are actually prejudiced by such failure. Without prejudice to the validity of Buyer Claim, Buyer shall cause the DiaMed Companies to give Sellers and their professional advisors, if any, access, during ordinary business hours, to its books, records and personnel as Sellers may reasonably request for the purpose of investigating the facts alleged to give rise to the Buyer Claim. Sellers shall, and shall procure that their respective professional advisers shall keep all information and documents provided to them pursuant to this Section 9.2 confidential and shall not use the same for any purpose other than use for the purpose of investigating the facts alleged to give rise to the Buyer Claim and to defend against the Buyer Claim. Stock Purchase Agreement Share Purchase Agreement DiaMed Holding AG 35/54
Sample 1
Buyer Claim. As part of the consideration for the transactions contemplated by this Agreement, the Company agrees that the Buyer Bankruptcy Estate shall have a final, non-appealable order, including the waiver of Bankruptcy Code Section 502(j) reconsideration rights, granting Buyer an allowed general unsecured claim in the Company Case in an amount equal to $7,300,000 plus interest on such amount from and after the Company Petition Date to the extent that other general unsecured creditors of the Company receive interest from and after the Company Petition Date pursuant to the Plan (the “Buyer Claim”). The parties acknowledge and agree that the Buyer Claim will not be effective unless and until the Closing has been consummated.
Sample 1

Related to Buyer Claim

  • Title Defect (a) In the event Seller receives notice of any Survey Objection or Title Objection (collectively and individually a “Title Defect”) within the time periods required under Sections 6.1 and 6.2 above, Seller may elect (but shall not be obligated) to attempt to remove, or cause to be removed at its expense, any such Title Defect, and shall provide Purchaser with notice within five (5) days of its receipt of any such objection, of its intention to attempt to cure such any such Title Defect. If Seller elects to attempt to cure any Title Defect, the Scheduled Closing Date shall be extended for a period of twenty (20) days for the purpose of such removal. In the event that (i) Seller elects not to attempt to cure any such Title Defect, or (ii) Seller is unable to cure any such Title Defect within such twenty (20) days from the Scheduled Closing Date, Seller shall so notify Purchaser and Purchaser shall have the right to terminate this Agreement pursuant to this Section 6.3(a) and receive a refund of the Xxxxxxx Money Deposit, together with all interest which has accrued thereon, or to waive such Title Defect and proceed to the Closing. Purchaser shall make such election by written notice to Seller within three (3) days after receipt of Seller’s notice. If Seller has elected to cure a Title Defect and thereafter fails to timely cure such Title Defect, and Purchaser elects to terminate this Agreement, then (i) Seller shall reimburse Purchaser for its reasonable out-of-pocket costs and expenses payable to third parties in connection with this transaction incurred after the date on which Seller informed Purchaser of its election to cure the Title Defect, not to exceed the Reimbursement Cap, and (ii) Purchaser shall promptly return Purchaser’s Information to Seller, after which neither party shall have any further obligation to the other under this Agreement except for the Termination Surviving Obligations. If Purchaser elects to proceed to the Closing, any Title Defects waived by Purchaser shall be deemed to constitute Permitted Exceptions, and there shall be no reduction in the Purchase Price. If, within the three-day period, Purchaser fails to notify Seller of Purchaser’s election to terminate, then Purchaser shall be deemed to have waived the Title Defect and to have elected to proceed to the Closing.

  • Title Defects If: (i) the Title Commitment reflects any exceptions to title which are not acceptable to Buyer, in Buyer’s sole discretion; (ii) the Survey discloses any state of fact not acceptable to Buyer, in Buyer’s sole discretion; or (iii) at any time prior to the Closing, title to the Property is encumbered by any exception to title not acceptable to Buyer, in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to the Satisfaction Date, within fifteen (15) days after Buyer receives notice of such Title Defect), provide Seller with written notice of such Title Defect. Seller shall have the right, but not the obligation (except as specifically set forth below), during the thirty (30) day period after receipt of such notice, but not later than the Closing, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Seller elects to do so, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to expend whatever sums are required to cure or obtain Affirmative Coverage for the following Title Defects prior to, or at, the Closing:

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