Purchaser Indemnity Claims Sample Clauses

Purchaser Indemnity Claims. The Purchaser shall give written notice (an “Indemnity Notice”), which notice shall state that it is given pursuant to this Section 2.3, of each claim against the cash in the Escrow Fund (each, a “Purchaser Indemnity Claim”) to the Seller and the Escrow Agent setting forth (a) the Purchaser’s belief of the basis therefor, (b) a description of the matter that is subject to indemnification in reasonable detail in light of the circumstances then known to the Purchaser and (c) either (i) the amount of the Purchaser Indemnity Claim, if determined, or (ii) the Purchaser’s estimate of the reasonably foreseeable amount of the Purchaser Indemnity Claim. The Purchaser shall, upon the Seller’s request, make available to the Seller all relevant information concerning such Purchaser Indemnity Claim as the Seller shall reasonably request and that is in or comes into the possession of the Purchaser.
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Purchaser Indemnity Claims. At any time prior to the Scheduled Release Date, the Purchaser may give written notice (an “Indemnity Notice”), which notice shall state that it is given pursuant to this Section 2.3, of each claim for payment to the Purchaser from the Indemnification Fund for indemnification pursuant to Sections 8.2(a) or 10.3(a) of the Merger Agreement (each, a “Purchaser Indemnity Claim”) to each of the Stockholders’ Representative and Escrow Agent setting forth (i) the Purchaser’s belief of the basis therefor, (ii) a description of the matter requiring such payment or that is subject to indemnification in reasonable detail in light of the circumstances then known to the Purchaser and (iii) either (A) the amount of the Purchaser Indemnity Claim, if determined, or (B) the Purchaser’s estimate of the reasonably foreseeable amount of the Purchaser Indemnity Claim.
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Purchaser Indemnity Claims. Upon the occurrence of an event which Purchaser Representative believes in good faith constitutes the basis for a Purchaser Indemnitee to receive a payment for a Purchaser Indemnity Claim, Purchaser Representative shall furnish notice of such event (the "Indemnity Notice") (which notice shall state that it is given pursuant to this Section 2(b)) to the Seller Representative and the Escrow Agent promptly (and in any event on or prior to the Expiration Date), setting forth Purchaser Representative’s belief of the basis therefore in reasonable detail, a reference to the section of the Purchase Agreement on which the Purchaser Indemnitee’s claim is based, and, to the extent reasonably practicable, an estimate of the reasonably foreseeable maximum amount of the Purchaser Indemnity Claim. The Purchaser Representative shall, upon request, make available to the Seller Representative all relevant information which is material to such Purchaser Indemnity Claim and which is in or comes into the possession of the Purchaser Representative.
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Purchaser Indemnity Claims. Upon the occurrence of an event which Purchaser asserts constitutes an event for which Shareholders would be required to indemnify or make any payment to the Purchaser pursuant to the Exchange Agreement (a "Purchaser Indemnity Claim"), the Purchaser shall furnish notice of such event (the "Indemnity Notice") to the Shareholders and the Escrow Agent promptly (and in any event on or prior to the Expiration Date), setting forth the Purchaser's then good-faith estimate of the reasonably foreseeable maximum amount of the Purchaser Indemnity Claim. Upon final determination of the amount of the Purchaser Indemnity Claim, the Purchaser shall furnish an additional notice (the "Determination Notice") to the Shareholders and the Escrow Agent promptly, setting forth the final amount of the Purchaser Indemnity Claim and proof of such amount by documentary evidence.
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Purchaser Indemnity Claims. In the event Purchaser becomes aware of any Purchaser Indemnity Claim pursuant to this Section 8, Purchaser shall give the Shareholder Indemnifying Parties written notice (the "Purchaser Indemnity Notice"), together with all documents and information reasonably necessary to substantiate the Damages and the claim which gives rise to such Damages. Unless the Shareholders deliver written notice to Purchaser on or prior to the twentieth (20th) Business Day after delivery of the Purchaser Indemnity Notice, specifying in reasonable detail all disputed items and the basis therefore, the Shareholder Indemnifying Parties shall be deemed to have accepted and agreed that such a Purchaser Indemnity Claim is a claim for which Purchaser are entitled to indemnification pursuant to this Section 8 (a "Purchaser Covered Indemnity Claim"). If the Shareholders deliver such objection notice within such time, Purchaser and the Shareholders shall, within ten (10) Business Days following the delivery of such objection notice, attempt to resolve their differences and any written resolution by them shall be final, binding and conclusive. At the conclusion of such period, any amounts remaining in dispute shall be submitted to arbitration in accordance with Section 9.4 for resolution of whether it is a Purchaser Covered Indemnity Claim; provided, however, that if any Purchaser Covered Indemnity Claim is also covered by insurance, the indemnified party agrees to first seek payment from the insurance company, and in the event such payment is not received within one hundred twenty (120) days after the Purchaser Covered Indemnity Claim is first asserted, the indemnified party shall then be entitled to receive payment from the indemnifying party, who will then have a right of subrogation against the insurance company. The source of payment of a Purchaser Covered Indemnity Claim shall be the Shareholder Indemnifying Parties.
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Purchaser Indemnity Claims. Upon the occurrence of an event which the Purchaser in good faith asserts constitutes an event for which the HPI Indemnifying Stockholders would be required to indemnify or make any payment to the Purchaser pursuant to Article 8 of the Acquisition Agreement (a "Purchaser Indemnity Claim"), whether paid or payable to the Purchaser or any third party, the Purchaser shall furnish written notice of such event (the "Indemnity Notice") to the HPI Indemnifying Stockholders and the Escrow Agent promptly (and in any event within the time period specified in Section 8.3(a) of the Acquisition Agreement), setting forth the Purchaser's then good-faith estimate of the reasonably foreseeable amount of the Purchaser Indemnity Claim, and shall immediately make available to the HPI Indemnifying Stockholders all relevant information related to such Purchaser Indemnity Claim and which is in the possession of the Purchaser or its Affiliates or representatives. Such Indemnity Notice shall set forth in reasonable detail the facts upon which the Purchaser Indemnity Claim is based as well as the specific provisions in the Acquisition Agreement that entitle the Purchaser to indemnification.
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Related to Purchaser Indemnity Claims

  • Purchaser Indemnification The Purchaser shall indemnify and hold harmless Seller and its directors, officers, partners and each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurred.

  • Indemnity Claims A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought.

  • Purchaser Indemnity Purchaser shall indemnify, hold harmless and defend Seller, their affiliates and their respective successors, permitted assigns, directors, shareholders, officers, agents and employees from and against all Damages which Seller or any of their affiliates or their respective successors, permitted assigns, directors, shareholders, officers, agents or employees shall receive, suffer or incur, arising out of or resulting from:

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or 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 Indemnity Seller shall, effective from and after the Closing ----------------- Date, as the sole and exclusive obligation of Seller with respect to this Agreement or the Property, except as provided further in this Section, indemnify, defend and hold Buyer harmless from and against any actual, direct damages (and reasonable attorneys' fees and other legal costs) incurred by Buyer within one (1) year of the Closing Date which Buyer can prove Buyer would not have incurred but for any inaccuracy as of the Closing Date in the representations and warranties of Seller set forth in the Section hereof entitled "Representations and Warranties of Seller," and Article 11 Entitled Brokers but specifically excluding any statement of facts, whenever occurring, that Buyer had notice of on or before the Closing Date. Such agreement by Seller to so indemnify, defend and hold Buyer harmless shall be null and void except to the extent that, within one (1) year of the Closing Date, Buyer has actually incurred such damage and Seller has received notice from Buyer pursuant to Article 9 hereof entitled "NOTICES" referring to this Section and specifying the amount nature and facts underlying any claim being made by Buyer hereunder. In addition, Seller shall indemnify defend and hold Buyer harmless from and against any actual, direct damages (and reasonable attorneys' fees and other legal costs) incurred by Buyer for a claim which: (a) is made by a third party alleging a tort committed by Seller, or (b) alleges bodily injury or property damage related to the Property and occurring before the Closing Date; provided that such claim does not arise out of or in any way relate to Hazardous Material or pollutants. Additionally, this provision does not limit the Buyer's remedies under Section 15.3 of this Agreement.

  • Buyer Indemnity (a) Buyer agree to indemnify Seller and hold it harmless from and against any and all liabilities, losses, damages, costs or expenses (including without limitation reasonable legal fees and expenses) incurred by the Seller to the extent that such Damages are occasioned by, caused by or arise directly out of:

  • Servicer Indemnification The Owner shall indemnify and hold harmless from and shall reimburse the Servicer for any losses, damages, deficiencies, claims, causes of action or expenses of any nature (including, but not limited to reasonable attorneys' fees) incurred by the Servicer which arise out of or result from the Owner's gross negligence or willful failure to perform any of its obligations under this Agreement.

  • Liability of Servicer; Indemnification (a) The Servicer shall not be relieved of its obligations under this Agreement notwithstanding any Sub-Servicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Sub-Servicer and the Servicer shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Home Equity Loans. The Servicer shall be entitled to enter into any agreement with a Sub-Servicer for indemnification of the Servicer by such Sub-Servicer and nothing contained in such Sub-Servicing Agreement shall be deemed to limit or modify this Agreement.

  • Indemnification; Third Party Claims (a) The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:

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