Payments to Nautilus and Buyer. Seller and the Shareholders shall promptly reimburse Nautilus and Buyer for all amounts owed under Article 8.1 from time to time, at their request, as such amounts are incurred. Notwithstanding the foregoing, (a) the maximum aggregate liability of Seller and the Shareholders for all claims made by Nautilus and/or Buyer under Article 8.1.2 shall not exceed the amount of US$1,000,000 (ONE MILLION U.S. DOLLARS) less any amount released to Nautilus or Buyer by the Escrow Agent pursuant to the Escrow and Indemnification Agreement entered into pursuant to the Land America Agreement (the “Land America Escrow Agreement”); (b) neither of Nautilus nor Buyer shall make any particular claim for an amount owed under Article 8.1.2 after the 15-month anniversary of the Closing Date (the “Indemnity Cut-Off Date”) (other than claims made in respect of Articles 3.2 and 3.13 which shall survive the Indemnity Cut-Off Date for an indefinite period); and (c) notwithstanding the submission of a claim pursuant to Article 8.1.2 prior to the Indemnity Cut-Off Date, Seller and the Shareholders may delay payment for such claims until after the fifteen-month anniversary of the Closing Date and the initial release of funds to the Representative pursuant to the Land America Escrow Agreement. 8.2.1 Subject to the limitations set forth in Article 8.2 above, Nautilus may from time to time give a notice (a “Notice”) to the Representative specifying in reasonable detail the nature and dollar amount of any claim (a “Claim”) it may have under Article 8.1.1 or 8.1.2 of this Agreement. Nautilus may make more than one claim with respect to any underlying state of facts. If the Representative gives notice to Nautilus disputing any Claim (a “Counter Notice”) within thirty (30) days following receipt by the Representative of the Notice regarding such Claim, such Claim shall be resolved as provided in Article 8.2.2 below. If no Counter Notice is received by Nautilus within such thirty-day (30-day) period, then the dollar amount of damages claimed by Nautilus as set forth in its Notice shall be deemed established for purposes of this Agreement and, at the end of such thirty-day (30-day) period the Representative shall pay to Nautilus the dollar amount claimed in the Notice, subject to the limitations set forth in Article 8.2 above. 8.2.2 If a Counter Notice is given with respect to a Claim, the Representative and Nautilus will seek to resolve the matter through friendly negotiations. If the matter has not been resolved within thirty days after delivery of the Counter Notice, either party may submit the matter to binding arbitration in accordance with Article 12.11 below.
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Samples: Asset Purchase Agreement, Asset Purchase Agreement (Nautilus, Inc.)
Payments to Nautilus and Buyer. Seller and the Shareholders shall promptly reimburse Nautilus and Buyer for all amounts owed under Article 8.1 from time to time, at their request, as such amounts are incurred. Notwithstanding the foregoing, (a) the maximum aggregate liability of Seller and the Shareholders for all claims made by Nautilus and/or Buyer under Article 8.1.2 shall not exceed the amount of US$1,000,000 (ONE MILLION U.S. DOLLARS*) less any amount released to Nautilus or Buyer by the Escrow Agent pursuant to the Escrow and Indemnification Agreement entered into pursuant to the Land America Agreement (the “Land America Escrow Agreement”); (b) neither of Nautilus nor Buyer shall make any particular claim for an amount owed under Article 8.1.2 after the 15-month (*)-month anniversary of the Closing Date (the “Indemnity Cut-Off Date”) (other than claims made in respect of Articles 3.2 and 3.13 which shall survive the Indemnity Cut-Off Date for an indefinite period); and (c) notwithstanding the submission of a claim pursuant to Article 8.1.2 prior to the Indemnity Cut-Off Date, Seller and the Shareholders may delay payment for such claims until after the fifteen-month (*)-month anniversary of the Closing Date and the initial release of funds to the Representative pursuant to the Land America Escrow Agreement.
8.2.1 Subject to the limitations set forth in Article 8.2 above, Nautilus may from time to time give a notice (a “Notice”) to the Representative specifying in reasonable detail the nature and dollar amount of any claim (a “Claim”) it may have under Article 8.1.1 or 8.1.2 of this Agreement. Nautilus may make more than one claim with respect to any underlying state of facts. If the Representative gives notice to Nautilus disputing any Claim (a “Counter Notice”) within thirty (30) days following receipt by the Representative of the Notice regarding such Claim, such Claim shall be resolved as provided in Article 8.2.2 below. If no Counter Notice is received by Nautilus within such thirty-day (30-day) period, then the dollar amount of damages claimed by Nautilus as set forth in its Notice shall be deemed established for purposes of this Agreement and, at the end of such thirty-day (30-day) period the Representative shall pay to Nautilus the dollar amount claimed in the Notice, subject to the limitations set forth in Article 8.2 above.
8.2.2 If a Counter Notice is given with respect to a Claim, the Representative and Nautilus will seek to resolve the matter through friendly negotiations. If the matter has not been resolved within thirty days after delivery of the Counter Notice, either party may submit the matter to binding arbitration in accordance with Article 12.11 below.
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Payments to Nautilus and Buyer. Seller and the Shareholders shall promptly reimburse Nautilus and Buyer for all amounts owed under Article 8.1 from time to time, at their request, as such amounts are incurred. Notwithstanding the foregoing, (a) the maximum aggregate liability of Seller and the Shareholders for all claims made by Nautilus and/or Buyer under Article 8.1.2 shall not exceed the amount of US$1,000,000 US(ONE MILLION U.S. DOLLARS*) less any amount released to Nautilus or Buyer by and shall be paid from amounts on deposit with the Escrow Agent pursuant to under the Escrow and Indemnification Agreement entered into pursuant to the Land America Agreement (the “Land America Escrow Agreement”)for such purpose as provided therein; (b) neither of Nautilus nor Buyer shall make any particular claim for an amount owed under Article 8.1.2 after the 15-month (*)-month anniversary of the Closing Date (the “Indemnity Cut-Off Date”) (other than claims made in respect of Articles 3.2 and 3.13 3.14, which shall survive the Indemnity Cut-Off Date date for an indefinite period, and other than claims under Article 3.18, which shall survive until the (*)-month anniversary of the Closing Date); (c) claims based on the failure of any item of Tangible Personal Property to satisfy the representations and warranties set forth in Article 3.5.4 shall be resolved, if possible, by Buyer promptly obtaining repair and submitting the cost of repair as a claim hereunder, and the maximum aggregate liability for such claims shall be U.S.$100,000; and (cd) notwithstanding neither Nautilus nor Buyer shall make any (*) Certain information on this page has been omitted and filed separately with the submission of a Commission. Confidential treatment has been requested with respect to the omitted portions. claim pursuant to for indemnity under Article 8.1.1 or Article 8.1.2 prior to for environmental, health or public safety claims, liabilities or remedial expenses after the Indemnity Cut-Off (*)-month anniversary of the Closing Date, the maximum aggregate liability of Seller and the Shareholders may delay payment for any such claims until made during the (*)-month period following the Closing Date shall be subject to the limitation set forth in clause (a) of this Section 8.2, the maximum aggregate liability for any such claims made after such (*)-month period and prior to the fifteen-month (*)-month anniversary of the Closing Date shall not exceed the lesser of U.S.(*) and the initial release amount remaining on deposit with the Escrow Agent, and any such claims for costs related to voluntary compliance activities must be accompanied by written verification from MWH (or a firm of funds similar reputation with its main office located in the PRC or Hong Kong) that such costs were incurred in order to meet the Representative pursuant to requirements of PRC laws, regulations or regulatory authorities. It is further agreed that Seller and the Land America Escrow Agreement.
8.2.1 Subject to the limitations set forth in Article 8.2 above, Nautilus may from time to time give a notice (a “Notice”) to the Representative specifying in reasonable detail the nature and dollar amount of any claim (a “Claim”) it may Shareholders shall have under Article 8.1.1 or 8.1.2 of this Agreement. Nautilus may make more than one claim no liability with respect to any underlying state matters described in Articles 8.1.1 and 8.1.2 until the aggregate total of facts. If all claims with respect to such matters exceeds U.S.$150,000, but after such total is exceeded Seller and the Representative gives notice to Nautilus disputing any Claim (a “Counter Notice”) within thirty (30) days following receipt by the Representative of the Notice regarding Shareholders shall have liability for such Claim, such Claim shall be resolved as provided in Article 8.2.2 below. If no Counter Notice is received by Nautilus within such thirty-day (30-day) period, then the dollar amount of damages claimed by Nautilus as set forth in its Notice shall be deemed established for purposes of this Agreement and, at the end of such thirty-day (30-day) period the Representative shall pay to Nautilus the dollar amount claimed in the Noticeinitial U.S.$150,000 and all subsequent claims, subject to the other terms and limitations set forth in of this Article 8.2 above8.2.
8.2.2 If a Counter Notice is given with respect to a Claim, the Representative and Nautilus will seek to resolve the matter through friendly negotiations. If the matter has not been resolved within thirty days after delivery of the Counter Notice, either party may submit the matter to binding arbitration in accordance with Article 12.11 below.
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