Identified Claims Clause Samples
POPULAR SAMPLE Copied 1 times
Identified Claims. During the Examination Period SELLER (insofar as it has the right to do so) shall make available to BUYER for examination and copying (at BUYER's cost) any of SELLER's non-privileged accounting, engineering, geological, geophysical, production, environmental and land records relating to the Properties as BUYER may reasonably request. SELLER shall also permit BUYER's Representatives to consult with SELLER's employees who have knowledge concerning the Properties during normal business hours regarding such records; provided, that such consultation shall not unreasonably disrupt the performance by such employee of his or her regular duties with SELLER. If during the Examination Period BUYER determines in good faith that (i) royalties, rentals or other payments due in respect of the Properties prior to the Effective Time have not been paid (except for those amounts in suspense), or (ii) other than those discharged or to be discharged in the Bankruptcy Proceeding (as herein defined), there are unsatisfied defects, claims, demands, losses, liabilities or obligations in respect of the Properties based upon omissions, events or occurrences prior to the Effective Time (collectively, "Identified Claims"), BUYER may include notice of such Identified Claims in the Notice of Defects delivered hereunder; provided, that the Prize Agreement may not be the subject of any Identified Claim, and further any Identified Claim not included in the Notice of Defects shall be waived by BUYER as an Identified Claim.
Identified Claims. Notwithstanding anything to the contrary herein:
(a) Parent will defend, indemnify and hold harmless Purchaser and its Subsidiaries for any Losses arising from or relating to any and all Identified Claims as set forth on Schedule 8.12.
(b) Parent shall have the sole and exclusive authority and control over all matters pertaining to the Identified Claims, including the investigation, prosecution, defense and appeal of the Identified Claims, and may settle or compromise, or consent to the entry of any judgment with respect to any Identified Claim, without the consent of Purchaser or any of its Subsidiaries so long as such settlement, compromise or consent to the entry of any judgment does not create a liability for the Business or any of the Purchased Companies or adversely affect in any material respect Purchaser’s ability to operate the Business or otherwise adversely affect in any material respect its rights or title to any Purchased Assets, any Purchased Company (including any Subsidiary thereof) or any Non-Controlled Entity and any Purchased Company is fully released from such Identified Claim.
(c) Purchaser shall provide its reasonable cooperation to Parent in connection with all of the foregoing. Such agreement to cooperate includes, but is not limited to, an obligation to provide reasonable access to witnesses and to provide information and documents and respond to discovery requests. In all such cases, cooperation shall be timely so that Parent may meet all court-imposed deadlines. Parent shall promptly reimburse Purchaser for all reasonable out-of-pocket costs and expenses, including legal fees, incurred by Purchaser in connection with its cooperation pursuant to this Section 8.12(c).
(d) The parties acknowledge and agree that Parent shall be entitled to the ownership and benefit of any and all recoveries in the Identified Claims, whether by judgment, settlement or otherwise and, to the extent any such recovery is paid to Purchaser or any of its Subsidiaries, such amounts shall be immediately paid over to Parent.
Identified Claims. (a) Section 9.02(a) of the Stock Purchase Agreement is amended by (1) deleting the word “and” at the end of clause (iv), (2) replacing the “.” at the end of clause (v) with “, and”, and (3) adding a new clause (vi) as follows: