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...
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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”).
Buyer ClaimsIn 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 ClaimsIn 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. 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. EiC and EiC Enterprises shall jointly and severally indemnify and hold harmless Buyer and its successors and assigns and its and their respective officers, directors, shareholders, employees and agents, against, and in respect of, any and all damages, claims, losses, Liabilities and expenses, including, without limitation, reasonable legal, accounting and other expenses, which may arise, directly or indirectly, out of (i) any inaccuracy in or breach of any representation or warranty of EiC or EiC Enterprises contained in this Agreement or in any Transaction Agreement or in any certificate, instrument, or document delivered pursuant hereto or thereto, (ii) any breach by EiC or EiC Enterprises of any of its covenants or agreements contained in this Agreement or in any Transaction Agreement or in any certificate, instrument, or document delivered pursuant hereto or thereto, (iii) any liability or obligation of EiC or EiC Enterprises or its affiliates (whether accrued, absolute, contingent, unliquidated, or otherwise, whether or not known to EiC and EiC Enterprises, and whether due or to become due) not specifically assumed by Buyer pursuant to Section 1.02 above, including without limitation any obligation owed to the Landlord by either EiC or EiC Enterprises during the term of the Sublease Agreement which Buyer satisfies in accordance with the terms of the Sublease, (iv) the ownership, management, operation or use of the Transferred Assets or the Line prior to the Closing Date, (v) any of EiC’s Retained Environmental Liabilities, (vi) any warranty claims on any of the ICs sold by EiC, and (vii) any withholding tax obligations associated with the payment of the Closing Payment, Earnout Payments or payments under or performance of the Buyer/EiC Enterprises License Agreement.
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Buyer ClaimsSeller will indemnify, defend and hold harmless Buyer, its Affiliates, and each of their respective shareholders, partners, members, managers, officers, directors, employees, attorneys, agents and representatives, and their successors and assigns (collectively, the “Buyer Indemnified Group”), from and against any and all Losses (including Third Party Claims) which arise out of, or are attributable to, the following (collectively, “Buyer Claims”), in each case even if such Losses are caused by the sole, joint or concurrent negligence, strict liability or other fault of any Person included in the Buyer Indemnified Group: (1) any breach or violation of any covenant, obligation or agreement of Seller set forth in this Agreement or the certificate delivered by Seller pursuant to Section 6.2(a); (2) any breach or inaccuracy of the representations or warranties made by Seller in Article III (except Section 3.10 Taxes) or the certificate delivered by Seller pursuant to Section 6.2(a); (3) any Excluded Liabilities; (4) all liabilities under the Worker Adjustment Retraining Act of 1988 (the “WARN Act”) with respect to employees of Seller and its Affiliates in connection with actions taken by Seller or its Affiliates prior to the Effective Time; (5) any Losses associated with the ownership and/or operation of the Business and/or the Assets by Seller prior to the Effective Date; and/or (6) any failure of Seller to comply with the requirements of any bulk sales laws of any applicable jurisdiction in connection with the transactions contemplated by this Agreement.
Buyer Claims. Sellers shall jointly and severally indemnify and hold harmless Buyer and its successors and assigns, and its and their respective officers, directors, shareholders, employees and agents, against, and in respect of any and all damages, claims, losses, liabilities and expenses, including, without limitation, reasonable legal, accounting and other expenses incurred in connection therewith (collectively, “Damages”), resulting from (a) the loss or reduction in value of any of the Assets arising out of a breach of any Seller’s representations, warranties, covenants or agreements contained in this Agreement, (b) a breach of any Seller’s representations, warranties, covenants or agreements contained in this Agreement that results in Damages other than those associated with a loss or reduction in value of any of the Assets, or (c) any Excluded Liabilities, including any liability arising out of the ownership or operation of the Assets on or before the Closing Date. For purposes of this Section 11.1, any claim for a loss or reduction in value of any of the Assets as provided in subsection (a) above, (i) must be asserted by Buyer as provided in Section 11.5 within three (3) years of the Closing and (ii) will be limited to no more than US$1,800,000 in the case of the Shares or the Rock Creek Royalty; US$5,600,000 in the case of the Mulatos Royalty; or US$19,400,000 in the case of the Rxxxxxxx Royalty.
Buyer Claims. Except as hereinafter set forth, Seller shall indemnify and hold harmless Buyer and its successors and assigns and its and their respective officers, directors, shareholders, employees and agents, against, and in respect of, any and all damages, claims, losses, liabilities and expenses, including, without limitation, reasonable legal, accounting and other expenses, which may arise out of any misrepresentation or other breach or violation of this Agreement by Seller.
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