Purchaser Claim. In the event of any breach or non-fulfilment by Sellers of any of the Sellers Warranties or any covenants given by the Sellers under this Agreement, except for any Tax Warranties provided in Section 8.20, which are solely governed by Section 7, (each a “Purchaser Claim”), Sellers shall be liable for putting Purchaser or, at the election of Purchaser, Parent Guarantor or one or more of the Target Group Companies into the same position that it would have been in if the respective Seller Warranty had been correct and/or the respective covenant of the Sellers had not been breached (Naturalrestitution), or, at the election of Purchaser, for paying damages for non-performance (xxxxxxx Schadenersatz). For purposes of determining the liability of Sellers under any Purchaser Claim for breach or non-fulfilment of any Seller Warranties, Purchaser shall be entitled to recover (i) the actual, and reasonably foreseeable damages and losses incurred by the Target Group Companies, Purchaser or Parent Guarantor relating to the breach or non-fulfilment (including actual and reasonably foreseeable losses, lost profits and diminution in value arising from the breach or non-fulfilment); and (ii) all reasonable incidental or internal costs and expenses incurred by the Target Group Companies, Purchaser or Parent Guarantor including reasonable legal, accounting or other professional fees and expenses related to or arising from the relevant Purchaser Claim. All relevant losses shall be calculated on a Euro-for- A.Prot. 2014/125 CuS 78 Euro basis (each a “Loss” and in the aggregate the “Losses”). Losses shall include lost profits (entgangener Gewinn) but shall exclude any frustrated expenses and consequential damages.
Purchaser Claim. At any time on or prior to [date that is eighteen months after Closing Date] (the “Indemnity Escrow Period”), Purchaser may make a claim for indemnification pursuant to Article VII of the Purchase Agreement (“Indemnity Claim”) against the Indemnity Escrow Principal and interest earned thereon by giving notice (a “Claim Notice”), substantially in the form attached hereto as Exhibit A, to Escrow Agent (with a copy to the Representative) specifying (i) the covenant, representation, warranty, agreement, undertaking or obligation contained in the Purchase Agreement which it asserts has been breached or otherwise entitles Purchaser to indemnification, (ii) in reasonable detail, the nature and dollar amount of any Indemnity Claim, and (iii) whether the Indemnity Claim results from a Third Party Claim against Purchaser. Purchaser also shall deliver to the Escrow Agent (with a copy to the Representative), concurrently with its delivery to the Escrow Agent of the Claim Notice, a certification as to the date on which the Claim Notice was delivered to the Representative.
Purchaser Claim. At any time after the period ending March 31, 2008 (the “Measurement Period”), but in no event later than twenty (20) business days thereafter, Purchaser may make a claim pursuant to Section 1.9 of the Purchase Agreement (“Working Capital Claim”) against the Working Capital Escrow Principal and interest earned thereon by giving a Claim Notice to Escrow Agent (with a copy to the Representative) specifying in reasonable detail, the dollar amount of the Working Capital Claim. Purchaser also shall deliver to the Escrow Agent (with a copy to the Representative), concurrently with its delivery to the Escrow Agent of the Claim Notice, a certification as to the date on which the Claim Notice was delivered to the Representative.
Purchaser Claim. At any time on or prior to [date that is one year after Closing Date] (the “Discontinued Operations Escrow Period”), Purchaser may make a claim for indemnification pursuant to Section 5.25 of the Purchase Agreement (a “Discontinued Operations Claim”) against the Discontinued Operations Escrow Principal and interest thereon by giving a Claim Notice to Escrow Agent (with a copy to the Representative) specifying the Discontinued Operations expense for which Purchaser seeks reimbursement. Purchaser also shall deliver to the Escrow Agent (with a copy to the Representative), concurrently with its delivery to the Escrow Agent of the Claim Notice, a certification as to the date on which the Claim Notice was delivered to the Representative.
Purchaser Claim. At any time prior to the later of (i) the first anniversary of the Closing Date and (ii) earlier of the forty fifth day after (A) the date on which the Purchaser files its Annual Report on Form 10-K for the year ended December 31, 2007 and (B) the date on which the audited financial statements for the fiscal year ending December 31, 2007 have been completed (the "Escrow Period"), Purchaser may make a claim for indemnification pursuant to the Purchase Agreement ("Indemnity Claim") against the Escrow Fund by giving notice (a "Notice"), substantially in the form attached hereto as Exhibit A, to Escrow Agent (with a copy to Seller) specifying (i) the covenant, representation, warranty, agreement, undertaking or obligation contained in the Purchase Agreement which it asserts has been breached or otherwise entitles Purchaser to indemnification, (ii) in reasonable detail, the nature and dollar amount of any Indemnity Claim, and (iii) whether the Indemnity Claim results from a Third Party Claim against Purchaser. Purchaser also shall deliver to the Escrow Agent (with a copy to Seller), concurrently with its delivery to the Escrow Agent of the Notice, a certification as to the date on which the Notice was delivered to Seller.
Purchaser Claim. In the event of any breach by a Seller of any Sellers’ Guarantee or any other claim of the Purchaser under or in connection with this Agreement (the "Purchaser Claim") the Purchaser shall give notice to the Sellers of such breach within twenty (20) Business Days after positively knowing of such breach with such notice stating the nature thereof and the amount involved and reasonable details as to the facts of such breach to the extent that such amount has been determined. Without prejudice to the validity of the Purchaser Claim or alleged claim in question the Purchaser shall reasonably allow and shall cause the Group Companies to reasonably allow the Sellers and its accountants and its other professional advisors to investigate the matter or circumstances alleged to give rise to such Purchaser Claim and whether and to what extent any amount is payable in respect of such Purchaser Claim and, for such purpose the Purchaser shall give and shall cause the Group Companies to give, subject to being paid their reasonable out-of-pocket-costs and -expenses, such reasonable information and reasonable assistance including access to Purchasers’ and the Group Companies’ premises and personnel including the right to examine and copy or photograph any asset, accounts, documents and records as Sellers or its accountants or its other professional advisors may reasonably request.
