Purchaser Damages Clause Samples

The Purchaser Damages clause defines the circumstances under which the purchaser is entitled to seek compensation for losses or damages resulting from breaches of the agreement by the seller. Typically, this clause outlines the types of damages recoverable, such as direct losses or costs incurred due to the seller’s failure to meet contractual obligations, and may specify procedures for making a claim. Its core function is to allocate risk by ensuring the purchaser has a clear remedy if the seller does not fulfill their responsibilities, thereby promoting accountability and protecting the purchaser’s interests.
Purchaser Damages. If at any time after the execution of this Agreement: (a) Company: (i) fails to make any of the Company Board Recommendation, including in any press release contemplated by Section 10.4 that is issued by Company with respect to this Agreement or the Arrangement or as otherwise required by this Agreement; (ii) withdraws, amends, changes or qualifies, or proposes publicly to withdraw, amend, change or qualify, any of the Company Board Recommendation in a manner adverse to Purchaser (it being understood that the taking of a neutral position or no position with respect to an announced Acquisition Proposal beyond the earlier of a period of two Business Days following such announcement or the date which is the day prior to the date proxies in respect of the Company Meeting must be deposited shall be considered an adverse modification to such recommendation); or (iii) resolves to do any of the foregoing, and this Agreement is terminated in accordance with Section 8.1(a)(vii); (b) the Company Board shall have failed to reaffirm publicly any of the Company Board Recommendation: (A) in the manner and within the time period set out in Section 6.1(d); or (B) within five Business Days after having been requested to do so by Purchaser, and this Agreement is terminated in accordance with Section 8.1(a)(vii); (c) this Agreement is terminated by either Party pursuant to Section 8.1(a)(ii) or Section 8.1(a)(iv) or by Purchaser (prior to the Company Meeting and due to wilful breach) pursuant to Section 8.1(a)(v), and in each case prior to such termination an Acquisition Proposal (or an intention to make an Acquisition Proposal) is or has been publicly announced, proposed, disclosed, offered or made by any Person (other than Purchaser or its affiliates) and, within 12 months following the date of such termination: (i) the Company Board recommends any Acquisition Proposal which is subsequently consummated at any time thereafter (whether or not within such 12-month period); (ii) Company enters into a binding definitive agreement in respect of any Acquisition Proposal which is subsequently consummated at any time thereafter (whether or not within such 12-month period); or (iii) any Acquisition Proposal is consummated; (d) the Company Board (or any committee thereof) accepts, recommends, approves or enters into, or proposes publicly to accept, recommend, approve or enter into, an agreement, understanding or letter of intent to implement a Superior Proposal and this Agreement is t...
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Purchaser Damages. Purchaser Damages" shall have the meaning assigned thereto in Section 13.1.
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Purchaser Damages. If at any time after the execution of this Agreement: 8.30.1 the Vendor board of directors has withdrawn, modified, qualified or changed any of its recommendations or determinations referred to in Section 8.1.2 in a manner adverse to S&N or shall have resolved to do so prior to the Closing Date or has failed to publicly reconfirm any such recommendation upon the request of S&N prior to the earlier of ten days following such request or 72 hours prior to the Meeting; or 8.30.2 a bona fide Acquisition Proposal has been publicly announced or is proposed, offered or made to the Vendor or the Vendor Shareholders prior to the date of the Meeting and the Vendor Shareholders do not approve the Special Resolution or the Special Resolution is not submitted for their approval; 8.30.3 the Vendor board of directors accepts, recommends, approves or enters into an agreement to implement a Superior Proposal; or 8.30.4 the Vendor breaches any of Sections 8.1.1, 8.1.2, 8.1.3 or 8.29 and S&N gives notice to the Vendor that it does not intend to complete the transaction contemplated by this Agreement as a result of such breach; (each of the above being a “Purchaser Damages Event”), then in the event of the termination of this Agreement pursuant to Section 12.1.5, the Vendor shall pay to S&N the amount of $1,050,000 in immediately available funds to an account designated by S&N within two Business Days after notice of termination of this Agreement has been delivered, and, after such event but prior to payment of such amount, the Vendor shall be deemed to hold such funds in trust for S&N. Such amount shall constitute liquidated damages, and, upon payment in full of such amount to S&N, subject to Section 8.31, S&N shall be precluded from any other remedy against the Vendor or the Subsidiary, at law or in equity or otherwise, and S&N shall not seek to obtain any recovery, judgment or damages of any kind, including consequential, indirect or punitive damages, against the Vendor, the Subsidiary or any of their respective directors, officers, employees, partners, managers, members, shareholders or Affiliates in connection with this Agreement or the transactions contemplated hereby. The making of the Acquisition Proposal which results in the Purchaser Damages Event shall not give S&N the right to exercise its right of first offer or right of first refusal contained in the Prior Supply Agreement in respect of such Acquisition Proposal.
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Related to Purchaser Damages

  • Purchaser Indemnification 3.4.1. In General . Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanic’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any Inspections or other matters performed by Purchaser with respect to such Property after the Effective Date. 3.4.2. Purchaser’s Conduct / Seller’s Right to Approve . Notwithstanding anything in this Agreement to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Seller's Representative's prior written consent, which consent may be withheld in Seller's Representative's sole discretion. Sellers’ Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that, in the reasonable judgment of Sellers’ Representative, could result in any injury to its Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein. Purchaser shall use best efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Seller’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property to substantially the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this ARTICLE 3. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than $1,000,000.00 for injury or death to any one person and $3,000,000.00 for injury or death to more than one person and $500,000.00 with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) in which the Properties are located. Purchaser shall have delivered proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers (in the form of a certificate of insurance) prior to entry on any Property. 3.4.3. Survival . The provisions of this Section 3.4 shall survive the termination of this Agreement.

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Seller Indemnification (a) The Seller agrees to indemnify and hold harmless Purchaser against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

  • Purchaser’s Indemnification Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.

  • INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any and all loss, liability or damage suffered or incurred by Buyer in respect of any debt, obligation or liability of the Company or of Seller not disclosed in this Agreement, any of the Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached hereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (d) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; (e) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with either Seller or the Company (or any person acting on their behalf) in connection with any of the transactions contemplated hereby. The remedies provided in this Section 9.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.