Buyer Claim Sample Clauses

Buyer Claim. “Buyer Claim” means a claim for indemnification by Buyer pursuant to Section 8.2(b).
Sample 1Sample 2Sample 3See All (8)
AutoNDA by SimpleDocs
Buyer Claim. Buyer Claim" shall mean any Loss indemnifiable by Sellers pursuant to Section 8.1(a).
Sample 1Sample 2
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
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

  • Claim Notice A Party that seeks indemnity under this Article X (an "Indemnified Party") will give written notice (a "Claim Notice") to the Party from whom indemnification is sought (an "Indemnifying Party"), whether the Damages sought arise from matters solely between the Parties or from Third Party Claims. The Claim Notice must contain (i) a description and, if known, estimated amount (the "Claimed Amount") of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the extent of facts then known by the Indemnified Party, and (iii) a demand for payment of those Damages. No delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any liability for Damages or obligation hereunder except to the extent of any Damages caused by or arising out of such failure.

  • Third Party Claim A Claim where there is (a) a claim, demand, suit or action by a person who is not a Party, (b) a settlement with, judgment by, or liability to, a person who is not a Party, or (c) a fine or penalty imposed by a person who is not a Party.

  • 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:

  • Third Party Claims If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 8.03(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof, provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified Party.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!