Post Closing Claims. If (i) within 180 days of the Closing Date, Buyer alleges, in good faith with a good faith belief there is just cause, that Seller has breached any of its representations, warranties, or covenants set out in Section 7 of the Purchase Agreement that are to survive Closing (the “Post Closing Claim”); (ii) it is finally determined that Seller breached such representations, warranties, or covenants; and (iii) the actual damages incurred by Buyer, once finally determined, for such breaches, when combined with the damages incurred by Buyer for all other breaches of such representations, warranties, or covenants, as determined by a court of competent jurisdiction, are in excess of $10,000.00, then Buyer is entitled to a disbursement of the Escrow Funds for the amount of damages caused by Seller’s breach; provided, however, the aggregate amount the Buyer shall be entitled to recover will not exceed the balance in the Escrow Account. At the end of 180 days after the Closing Date, the funds in the Escrow Account (including all earnings and interest) shall be disbursed to Seller; provided, however, if a Post Closing Claim has been made and is not finally determined at the end of the 180 day period, the portion of the Escrow Funds alleged by Buyer to be necessary to satisfy any such Post Closing Claim shall not be disbursed until the Post Closing Claim is finally resolved or determined by a court of competent jurisdiction or by mutual agreement of the parties. Buyer shall timely submit any Post Closing Claim to Seller, in writing, setting forth, in detail, the specific representations, warranties and/or covenants that have allegedly been breached and the factual basis for the alleged breach, and the amount of damages allegedly incurred by Buyer (the “Claim Notice”). Buyer shall simultaneously provide a copy of such Claim Notice to Escrow Holder. The phrase “finally determined” means the sooner to occur of a final decision made by a court of competent jurisdiction, settlement between Seller and Buyer, or a binding decision reached through an alternative dispute resolution procedure approved by Seller and Buyer.
Post Closing Claims. 8.2.1 In the event that a party (the "Indemnified Party") shall reasonably believe that it has a claim for Damages ("Post-Closing Claim"), it shall give prompt notice in accordance herewith to the responsible party (the "Indemnifying Party") of the nature and extent of such Post-Closing Claim and the Damages incurred by it. If the Damages are liquidated in amount, the notice shall so state, and such amount shall be deemed the amount of such Post-Closing Claim of the Indemnified Party against the Indemnifying Party (subject to the right of the Indemnified Party to submit claims for additional Damages incurred after the date of any such notice). If the amount is not liquidated, the notice shall so state and, in such event, such Post-Closing Claim shall be deemed asserted against the Indemnifying Party, but no payment or satisfaction shall be made on account thereof until the amount of such claim is liquidated.
8.2.2 If the Indemnifying Party shall not, within thirty (30) days after the giving of such notice by the Indemnified Party (or ten (10) days in the event of a claim for indemnification arising under Section 8.1.1(ix)), notify the Indemnified Party in accordance herewith that the Indemnifying Party disputes the right of the Indemnified Party to indemnity in respect of such Post-Closing Claim, then any such Post-Closing Claim shall be paid or satisfied as follows: (i) if said Post-Closing Claim is liquidated, then the full amount of Damages associated with such Post-Closing Claim shall be paid to the Indemnified Party by the Indemnifying Party at the end of such thirty (30) day period (or at the end of ten (10) days in the event of a claim for indemnification arising under Section 8.1.1(ix)), or (ii) if the amount of such Post-Closing Claim is unliquidated at the time notice is originally given to the Indemnifying Party, the Indemnified Party shall give a second notice to the Indemnifying Party when the liquidated amount of such Post-Closing Claim is known and, unless the Indemnifying Party shall object in writing to such amount (as opposed to the Post-Closing Claim itself, as to which the right to dispute had expired) within thirty (30) days after the giving of said second notice, then the payment of such Post-Closing Claim shall be made by the Indemnifying Party to the Indemnified Party at the end of such thirty (30) day period (or at the end of ten (10) days in the event of a claim for indemnification arising under Section 8.1.1(ix)).
8.2.3 If on its...
Post Closing Claims. After the Primary Closing or any subsequent Closing, in the event that any Selling Party has a claim against a vendor with which Hyatt does business, and such claim was an Excluded Asset, the Selling Parties will cooperate with Hyatt to minimize damage to Hyatt in the pursuit of such claims; provided however, the Selling Parties are not obligated to abandon or not pursue such claims.
Post Closing Claims. Post-Closing Claims" means any Action or Order, or any third party claim which would reasonably be expected to lead to an Action by such third party if not otherwise resolved or settled with such party, relating to the PRC Companies to the extent arising from facts or circumstances that occurred after the Closing.
Post Closing Claims. FWENC shall retain all of its right, title and interest in (i) the Fluor Claim, (ii) the INEEL Claims, (iii) the Xxxxxx Valley Claims, and (iv) the Retained Claims (the "Post-Closing Claims"). Purchaser and FWENC further agree that, after the Closing Date, FWENC shall have the right to assume the conduct and control of the settlement or defense of each of the Post-Closing Claims and Purchaser shall assist FWENC in good faith in connection with its prosecution of each Post-Closing Claim as may be reasonably requested by FWENC, including, without limitation, by making employees of the Business reasonably available to FWENC or any of its Affiliates. Purchaser shall not take any action, or fail to take any action, that may impair FWENC's ability to fully realize the Post-Closing Claims without the written consent of FWENC, which consent may be granted or denied in FWENC's sole and absolute discretion; provided, that in no event shall Purchaser be obligated to take any action, or fail to take any action, which would result in a breach or violation by Purchaser of any of its then-existing contractual obligations. In the event Purchaser receives any payments on account of any Post-Closing Claim, it shall promptly remit such proceeds to FWENC.
Post Closing Claims. Any claim by Buyers for any breach of any representation or warranty after the Close of Escrow, or any other claim for breach of this Agreement (including the closing documents), shall be subject to the following with respect to each Constituent Property: (a) no such claim shall be made until the damages from such claim are at least Dollars ($ ) in the aggregate with respect to such Constituent Property, (b) any such claim must be made within the Survival Period, and (c) Buyers shall be limited to their actual compensatory damages (but not punitive, special, or consequential damages), in any case not to exceed percent ( %) of the Allocated Purchase Price with respect to the applicable Constituent Property in the aggregate from all claims with respect to such Constituent Property.
Post Closing Claims. For a period of 12 months after the Closing (the “Claim Period”), any claim or demand made against the City by an unaffiliated third party with regard to a matter occurring prior to the Closing for which JLI (and not the City) would have been responsible under the Lease or this Agreement (each a “Covered Claim”) will be presented in writing (the “Claim Notice”) by the City to JLI for resolution, including the defense of the City by JLI at no cost to the City and the indemnity of the City against any liability which may ultimately result from such Covered Claim. Notwithstanding the foregoing, nothing in this Section 24 shall be construed to limit the indemnification provided for in Section 13
(a) The City agrees to reasonably cooperate with and assist JLI and its attorneys in the investigation, defense and/or settlement of the Covered Claims, at no material expense to the City.
(b) This indemnity of the City by JLI is in addition to and not in lieu of the liability insurance maintained by JLI pursuant to the Lease, under which the City is named as an additional insured. Nothing contained in paragraph 24 will be construed as a waiver, expansion or alteration of the City’s sovereign immunity beyond the limitations stated in Section 768.28, Florida Statutes.
(c) At Closing, JLI will deliver to the Title Company or other mutually- acceptable third party escrow agent (the “Escrow Agent”) the sum of $500,000 cash (the “Deposit,” which shall include any earnings thereon), to be held by the Escrow Agent on behalf of the Parties pursuant to an escrow agreement among the Escrow Agent, the City and JLI (the “Escrow Agreement”) in the Escrow Agent’s customary form mutually acceptable to the Parties to be executed at or before the Closing. Under the Escrow Agreement, the Deposit shall be made available to satisfy JLI’s obligations to the City under this Section 24 should JLI fail to do so within 30 days after written notice from the City. At such time as all Covered Claims, if any, have been finally resolved (including the disposition of any appeals, or the passage of the applicable appeal period with no appeal taken) and all of JLI’s obligations with respect to the Covered Claims have been paid (“Final Resolution”), the remainder of the Deposit, if any (less the Escrow Agent’s fees and costs under the Escrow Agreement) shall be promptly returned to JLI. For the avoidance of doubt, the Deposit and Letter of Credit (defined below) are in no way a limitation of liability ...
Post Closing Claims. 1.1 The Seller hereby acknowledges that (i) the Xxxxxxx Dispute as well as all underlying and related facts were known to the Seller and the Target Company prior to the execution of the SPA, (ii) this constitutes a breach of the Seller’s warranties given in Clause 9.19 of the SPA, and (iii) the underlying and related facts of the Xxxxxxx Dispute were not disclosed to the Purchaser in the VDR or in any other way prior to the execution of the SPA.
1.2 In addition, the Seller acknowledges that the statements given in Clause 1.1 give rise to a claim of the Purchaser against the Seller for damages under the SPA in an amount equal to the Settlement Amount plus related legal fees and expenses incurred by the Purchaser of approximately USD 29,266.50 (the “Claim Amount”).
Post Closing Claims. If the parties close, any Post -Closing Claims for breach of any obligations, representations, or warranties contained in this Agreement shall be settled by arbitration in accordance with the procedure set forth in paragraph 5.2 hereof.
Post Closing Claims. Any claim of a third party arising out of the business or operations of the Company after the Closing Date.
