CLAIMS UNDER STOCK PURCHASE AGREEMENT Sample Clauses

CLAIMS UNDER STOCK PURCHASE AGREEMENT. 3.1 If a Buyer Indemnified Party shall claim indemnification under the Stock Purchase Agreement (a "CLAIM"), the Buyer Indemnified Party shall give written notice of the Claim (a "CLAIM NOTICE") to the Escrow Agent and the Kuraya Parties. The Claim shall then be resolved in accordance with the procedures set forth in the Stock Purchase Agreement. Upon resolution of a Claim, the Kuraya Parties and the Phoenix Parties shall issue a joint written direction to the Escrow Agent with respect to the Claim at issue. The Escrow Agent shall act in accordance with a written direction from the Phoenix Parties and the Kuraya Parties if and when issued. If the Phoenix Parties and the Kuraya Parties are unable to resolve the Claim, such Claim shall be settled by appropriate arbitration, and any Losses established by reason of such litigation shall be deemed to be finally determined. Upon such final determination, the Escrow Agent shall pay over to the Buyer Indemnified Party the amount set forth in a copy of a binding arbitration award evidencing a final, binding and enforceable award.
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Related to CLAIMS UNDER STOCK PURCHASE AGREEMENT

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities.

  • Terms of the Purchase Agreement The terms of the Purchase Agreement, including but not limited to Assignor's representations, warranties, covenants, agreements and indemnities relating to the Assumed Liabilities, are incorporated herein by this reference. Assignor acknowledges and agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

  • Persons Having Rights under this Warrant Agreement Nothing in this Warrant Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Holders any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Persons Having Rights Under Warrant Agreement Nothing in this Agreement shall give to any person other than the Company, the Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement.

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Registration Rights Agreement and Escrow Agreement The parties have entered into the Registration Rights Agreement and the Escrow Agreement, each dated the date hereof.

  • Share Purchase Agreement 33- --------------------------------------------------------------------------------

  • Amendment to Purchase Agreement The Purchase Agreement is hereby amended as follows:

  • Warrant Agreement and Registration and Stockholder Rights Agreement The Company shall have entered into the Warrant Agreement, in the form of Exhibit A hereto, and the Registration and Stockholder Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

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