General Claims by the Buyer Sample Clauses

General Claims by the Buyer. The Buyer will give prompt written notice to the Company of any claim or event other than a Third Party Claim (as defined in Section 8.4) with respect to which the Buyer believe it is or may be entitled to indemnification pursuant to Section 8.1 hereof (a "Notice of Claim"), provided that the failure to provide a Notice of Claim shall not relieve the Company of its obligations under this Section 8 except to the extent the Company is actually prejudiced thereby. The Notice of Claim will state the nature and basis of such claim or event, the amount thereof to the extent known and the basis of the Buyer's belief that a Buyer Indemnified Party is or may be entitled to indemnification with respect thereto. The Company shall be entitled, at its option, to satisfy its indemnification obligations with respect to any claim under this Section 8.3(a) either (i) in cash, (ii) in shares of Common Stock or (iii) with an Indemnification Note, provided that as long as any amounts remain outstanding under the Credit Agreement, the Company shall satisfy its indemnity obligations in Common Stock. If the Company elects to satisfy its obligations in shares of Common Stock, the number of shares of Common Stock to be delivered in satisfaction of such indemnification obligation shall be equal to the dollar amount of the Loss or Losses divided by the Fair Market Value per Share as of the date the Notice of Claim is delivered. For the purposes of this Section 8.3(a), the "Fair Market Value per Share" shall be the Fair Market Value (as such term is defined in the Securityholders Agreement) per share of Common Stock. If the Company and such Buyer Indemnified Party are unable to reach an agreement on a Fair Market Value per Share within 30 days following the receipt by the Company of the Notice of Claim, the Company and such Buyer Indemnified Party shall engage a nationally-recognized investment banking firm familiar with the oil and gas industry in the Gulf Coast/U.S. Gulf of Mexico and as mutually agreed by them to determine as expeditiously as possible the aggregate fair market value of all outstanding shares of Common Stock as if the entire Company were being sold in a private sale and such aggregate market value for all outstanding shares of Common Stock divided by the number of shares of Common Stock outstanding immediately prior to the issuance of shares under this Section 8.3(a) shall be the Fair Market Value per Share. The fees of such investment banking firm shall be paid by...
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Related to General Claims by the Buyer

  • Deliveries by the Buyer At the Closing, the Buyer shall deliver the following:

  • Indemnity by the Buyer The Buyer shall indemnify the Seller and its subsidiaries other than any Buyer Indemnitees and each of their respective officers, directors, employees, agents and representatives (the “Seller Indemnitees”) against and hold them harmless from, any Losses, suffered or incurred by such Seller Indemnitee by reason of, arising out of or otherwise in respect of any inaccuracy in, or breach of, any representation or warranty (without giving effect to any supplement to the schedules occurring after the date hereof or qualifications as to materiality or dollar amount or other similar qualifications), or a failure to perform or observe any covenant, agreement or obligation of, the Buyer in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Buyer.

  • Actions by the Sellers Upon termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to any Serviced Appointment subject to such termination, the Sellers may (A) terminate, or consent to the termination of, any Serviced Corporate Trust Contract relating to such Serviced Appointment, (B) sell, transfer, assign, or otherwise dispose of any such Serviced Appointment, or resign (or consent to removal) from any such Serviced Appointment, or (C) agree to do any of the foregoing.

  • Suits by the Corporation The Corporation shall have the right to enforce full payment of the Exercise Price of all Common Shares issued by the Warrant Agent to a Registered Warrantholder hereunder and shall be entitled to demand such payment from the Registered Warrantholder or alternatively to instruct the Warrant Agent to cancel the share certificates and amend the securities register accordingly.

  • Indemnification by the Buyer The Buyer agrees to indemnify, defend and hold harmless Seller against and in respect of any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by the Buyer of any of the representations, warranties, covenants or agreements of the Buyer contained in this Agreement.

  • Actions by the Company Any action, election or determination by the Board or any committee thereof pursuant to or relating to this Agreement will be effective if, and only if, it is taken or made by (or with the prior approval of) a majority of the members of the Board who are not at the time employees of Holdings or any of its Subsidiaries. * * * * *

  • Deliveries by the Company At the Closing, the Company shall deliver to the Buyer the following:

  • REPRESENTATIONS BY THE COMPANY 3.1 The Company represents and warrants to the Subscriber that:

  • Deliveries by the Sellers At the Closing, the Sellers will deliver the following to the Buyer:

  • Clean-Up Terminations by the Sellers (a) The Sellers shall have the right to elect to terminate this Agreement in the event that the remaining Serviced Appointments have generated LTM Fee Revenue that is less than 5% of the aggregate fee revenue generated by all Appointments that are Serviced Appointments as of January 1, 2024 in the twelve-month period prior to January 1, 2024.

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