Buyer Claims Sample Clauses

Buyer Claims. The procedure for payments from the Escrow Account shall be as follows: (a) From time to time but subject to Section 4(e) below, as Buyer determines that it is entitled to an indemnification payment under Section 12 of the Purchase Agreement or a payment with respect to Chapter 11 Claims under Section 9.8 of the Purchase Agreement, Buyer may request payment from the Escrow Account Balance by giving written notice of its claim in substantially the form of Exhibit 1 to the Escrow Agent and the Sellers' Representative, certifying in such notice the nature of the claim, the amount of Damages, the provisions in the Purchase Agreement on which the claim is based and a certification that such request for payment is required to be made by any Sellers pursuant to Section 9.8 of the Purchase Agreement or Section 12 of the Purchase Agreement and being made in good faith (a "Claim Notice"). (b) If the Escrow Agent has not received written objection to a Claim Notice given by Buyer in accordance with the preceding Section 4(a) from the Sellers' Representative within 15 banking days after receipt by the Escrow Agent and Sellers' Representative of the Claim Notice from Buyer, the claim stated in such Claim Notice shall be conclusively deemed to be approved by the Sellers' Representative and the Escrow Agent shall promptly thereafter pay to Buyer, in the manner specified in the Claim Notice, from the Escrow Account Balance the amount of such claim to the extent of the Escrow Account Balance, plus any interest accrued on such amount through the date of payment. The Escrow Agent shall have no responsibility to verify that Buyer has complied with the provisions of the preceding Section 4(a), but instead may assume that upon receipt of the request from Buyer, the provisions of Section 4(a) have been so complied with. (c) If within said 15 banking days the Escrow Agent shall have received from the Sellers' Representative a written objection to the claim by Buyer, certifying the nature of and grounds for such objection and that such objection is being made in good faith (a copy of which shall in each case be sent to Buyer by the Sellers' Representative in accordance with the provisions of Section 16 below), then such claim shall be deemed to be an "Open Claim" and the Escrow Agent shall reserve within the Escrow Account an amount of the Escrow Account Balance equal to the amount of the Open Claim (which amount for each Open Claim, together with any amounts earned pursuant to Se...

Buyer Claims. Subject to the terms and conditions of this Article 11, Seller shall indemnify, defend and hold harmless Buyer or any of its officers, directors, shareholders, employees or agents from and against any and all Claims, causes of actions, losses, damages, deficiencies, Taxes, liabilities, obligations, reimbursements, costs and expenses of any kind or nature, penalties, fines, expenses (including reasonable attorneys’ and experts’ fees and expenses) and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) suffered or incurred by any of them arising from, relating to or otherwise in respect of (a) any inaccuracy in any representations or warranties contained in Article 4 of this Agreement, (b) any breach or non-fulfillment by Seller of any of its covenants contained in this Agreement, the Transaction Documents or any agreement delivered pursuant to this Agreement, or (c) any Losses arising from or related to Seller’s operation of Amite prior to the Closing Date (collectively, “Buyer Claims”).

Buyer Claims. In the event Merchant or AmeriFirst becomes aware of a Buyer Claim, the party receiving notice of a Buyer Claim shall immediately notify the other party of the nature and amount of the Buyer Claim. Merchant shall immediately undertake steps to cure or satisfy the Buyer Claim to the satisfaction of the Buyer. In the event Merchant does not fully address a Buyer Claim to the satisfaction of the Buyer, as determined in AmeriFirst's sole discretion, within fifteen (15) business days following notice AmeriFirst shall have the right to chargeback the Account to Merchant under Section 10 and to require Merchant to repurchase the Contract or purchase the Loan, as applicable, for the Repurchase Price. AmeriFirst shall also have the right to be indemnified by Merchant for any cost incurred by AmeriFirst arising in connection with a Buyer Claim.

Buyer Claims. In the event Merchant or AmeriFirst becomes aware of a Buyer Claim, the party receiving notice of a Buyer Claim shall immediately notify the other party of the nature and amount of the Buyer Claim. Merchant shall immediately undertake steps to cure or satisfy the Buyer Claim to the satisfaction of the Buyer. In the event Merchant does not fully address a Buyer Claim to the satisfaction

Buyer Claims. 9 SECTION 6.02.

Buyer Claims. 39 Section 10.2. Assertion of Buyer Claims.. . . . . . . . . . . . . . . . 40 Section 10.3. Seller Claims.. . . . . . . . . . . . . . . . . . . . . . 41 Section 10.4. Assertion of Seller Claims. . . . . . . . . . . . . . . . 42 Section 10.5. Other Rights and Remedies . . . . . . . . . . . . . . . . 42 Section 10.6. Immaterial Breaches . . . . . . . . . . . . . . . . . . . 43 Section 10.7. Survival of Representations and Warranties. . . . . . . . 43

Buyer Claims. Subject to the terms and conditions of this Article 11, Seller shall indemnify, defend and hold harmless Buyer or any of its officers, directors, shareholders, employees or agents from and against any and all Claims, causes of actions, losses, damages, deficiencies, Taxes, liabilities, obligations, reimbursements, costs and expenses of any kind or nature, penalties, fines, expenses (including reasonable attorneys’ and experts’ fees and expenses) and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) suffered or incurred by any of them arising from, relating to or otherwise in respect of (a) any inaccuracy in any representations or warranties contained in Article 4 of this Agreement, (b) any breach or non-fulfillment by Seller of any of its covenants contained in this Agreement, the Transaction Documents or any agreement delivered pursuant to this Agreement, or (c) any Losses arising from or related to the Seller’s operation of St. Helena prior to the Closing Date (collectively, “Buyer Claims”).

Buyer Claims. For Indemnification Claims pursuant to Section 8.2(a) based upon the Breach by the Seller of a Seller Fundamental Representation or a representation in Section 6.15, the Time Limit will be one year after the expiration of the statute of limitations applicable to such Breach. For Indemnification Claims pursuant to Section 8.2(b), the Time Limit will be one year after the expiration of the statute of limitations applicable to such Breach. For all other Indemnification Claims by the Buyer, the Time Limit will be one year after the Closing Date.

Buyer Claims. Buyer, in its sole discretion, shall have 30 days following the Execution Date in which to relocate (in the name of Buyer or any designee of Buyer) the Subject Claims as standard sized 20-acre placer claims (the “Buyer Claims”) at Buyer’s own cost and expense. In that regard: 8.1.1 Buyer shall be responsible for completing and paying for all costs relating to any such re-staking; 8.1.2 Buyer shall be responsible for recording any such relocated Buyer Claims with the Box Elder County Recorder and for all associated fees and costs; and 8.1.3 Buyer shall be responsible for filing any such relocated Buyer Claims with the United States Bureau of Land Management and for all associated fees and costs.

Buyer Claims. Subject to the terms and conditions of this Article 12, Seller shall indemnify, defend and hold harmless Buyer or any of its officers, directors, shareholders, employees or agents (“Buyer Indemnitees”) from and against any and all Claims, causes of actions, losses, damages (compensatory, punitive or other), deficiencies, Taxes, liabilities, obligations, reimbursements, costs and expenses of any kind or nature, penalties, fines, expenses (including reasonable attorneys’ and experts’ fees and expenses) and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) suffered or incurred by any of them arising from, relating to or otherwise in respect of (a) any inaccuracy in any representations or warranties contained in Article 5 of this Agreement, (b) any breach or non-fulfillment by Seller of any of its covenants contained in this Agreement, the Transaction Documents or any agreement delivered pursuant to this Agreement, or (c) any Losses arising from or related to the Seller’s operation of the Truck Stops prior to the Closing Date (collectively, “Buyer Claims”).