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. 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. 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 Buyer 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 Fifty Thousand Dollars ($50,000.00) in the aggregate with respect to such Constituent Property, (b) any such claim must be made within the Survival Period, and (c) Buyer shall be limited to its actual compensatory damages, (but not punitive, special, or consequential damages), in any case not to exceed two percent (2%) of the Allocable Purchase Price with respect to such Constituent Property in the aggregate from all claims with respect to such Constituent Property.
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. Section 1.61.
Post Closing Claims. As of the Closing Date, the Company's good faith estimates of the total amount of non-recurring one-time charges for administrative claims, tax claims, professional fees, labor-related claims, litigation claims and other similar charges relating to the bankruptcy proceedings of Existing NationsRent and certain of the Borrowers are as set forth in the Financials. After giving effect to the repayment of Indebtedness on the Closing Date and as indicated in Schedule 1.1C, there are no material purchase money security interest claims, lease claims, proposed cash settlements or executory contracts relating to or arising from the bankruptcy proceedings of Existing NationsRent and certain of the Borrowers which, in the case of such claims or settlements, have not been settled or paid or which, in the case of the executory contracts, have not been assumed or rejected or, which in either such case, are not set forth in or reserved for in the Financials.
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. Seller shall use Commercially Reasonable Efforts to maintain or cause to be maintained the Insurance Arrangements in full force and effect until Closing. Without limiting the provisions set forth in Section 8.7(b), from and after Closing, the Company Group shall cease to be insured by, have access or availability to, or be entitled to make claims on, claim benefits from or seek coverage under any Insurance Arrangements, except: (i) as and to the extent set forth in Section 8.16(b) or Section 8.16(c); (ii) with respect to any claim asserted against, or Loss incurred by, any member of the Company Group after Closing (“Post-Closing Claims”) arising out of an act, claim, omission, event, circumstance, occurrence or Loss occurring prior to Closing, the Company Group may seek coverage under the occurrence-based Insurance Arrangements issued or in place prior to Closing under which any member of the Company Group is insured (“Pre-Closing Occurrence Based Policies”) to the extent such insurance coverage exists, and Seller and its Affiliates shall cooperate with the Company and Purchaser in connection with tendering or pursuing such claims; provided, however, that (A) Purchaser or the Company shall promptly notify Seller of all such Post-Closing Claims and (B) without limiting any indemnity obligation of Seller under Section 10.2, Purchaser and the Company shall be responsible for the satisfaction or payment of any applicable retention, deductible or retrospective premium with respect to any Post-Closing Claim and shall reimburse Seller and its Affiliates for all reasonable out-of-pocket costs and expenses incurred in connection with such claims; and (iii) in the event that a Post-Closing Claim relates to the same occurrence for which Seller, its Affiliates or assignees are seeking coverage under Pre-Closing Occurrence Based Policies, and the limits under an applicable Pre-Closing Occurrence Based Policy are not sufficient to fund all covered claims of the Company or any member of the Company Group, as applicable, and Seller or its Affiliates and assignees, as applicable, amounts due under such a Pre-Closing Occurrence Based Policy shall be paid to the respective entities in proportion to the amounts which otherwise would be due were the limits of liability infinite.
Post Closing Claims. (a) 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 or parties (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.
Post Closing Claims. The procedures for making indemnification claims hereunder either against the Escrow Fund after the Closing in accordance with the terms set forth in this Article VI or that are not made against the Escrow Fund after the Closing are set forth in this Section 6.4(a).
