Purchaser’s Claims. Sellers shall indemnify, defend and hold Purchaser harmless from and against any costs (including reasonable attorneys’ fees and court costs and costs of investigation), losses, damages, liabilities or expenses incurred by Purchaser as a result of any claim for brokerage, finder’s fees or other commissions relating to this Agreement or any of the other agreements contemplated by this Agreement asserted by or on behalf of any broker or finder claiming to have been retained by Sellers or to have rendered services on Sellers’ behalf.
Purchaser’s Claims. With respect to Purchaser's Claims, following ------------------ receipt of notice from an Indemnified Party of a Claim, the Vendor shall have 30 days to make such investigation of the Claim as the Vendor considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Vendor and its authorized representatives the information relied upon by the Indemnified Party to substantiate the Claim. If the Indemnified Party and the Vendor agree at or prior to the expiration of such 30 day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Vendor shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim. If the Indemnified Party and the Vendor do not agree within such period (or any mutually agreed upon extension thereof), the Indemnified Party and the Vendor agree that the dispute shall be submitted to arbitration pursuant to the Arbitration Act, 1991 (Ontario). Such dispute shall not be made the subject matter of an action in a court of law or equity by either the Indemnified Party or the Vendor unless the dispute has first been submitted to arbitration and finally determined in accordance with the provisions of Schedule Q. Any such action commenced thereafter shall only be for judgment in accordance with the decision of the arbitrators and the costs incidental to the action. In any such action the decision of the arbitrators shall be conclusively deemed to determine the rights and liabilities as between the parties to the arbitration in respect of the matter in dispute.
Purchaser’s Claims. Each Seller shall, individually but not jointly with any of the other Sellers, indemnify, defend and hold Purchaser harmless from and against any costs (including reasonable attorneys’ fees and court costs and costs of investigation), losses, damages, liabilities or expenses incurred by Purchaser as a result of the following:
Purchaser’s Claims. (a) At any time (or from time to time), Purchaser may give written notice (a "Claim Notice") to CDI and the Escrow Agent that Purchaser claims all or any part of the Escrow Fund (each a "Claim") in satisfaction of (i) any adjustment to the Cash Portion pursuant to Article III of the Purchase Agreement; or (ii) any claim for indemnification made by Purchaser pursuant to Article VIII of the Purchase Agreement. The Claim Notice shall set forth in reasonable detail (A) the nature of the Claim; and (B) if ascertainable, the amount of the Claim (hereinafter referred to as the "Claim Amount").
Purchaser’s Claims. (a) At any time (or from time to time), Purchaser may give written notice (a "Claim Notice") to CDI and the Escrow Agent that Purchaser claims all or any part of the Escrow Fund (each a "Claim") in satisfaction of (i) any adjustment to the Cash Portion pursuant to Article III of the Purchase Agreement; or (ii) any claim for indemnification made by Purchaser pursuant to Article VIII of the Purchase Agreement. The Claim Notice shall set forth in reasonable detail (A) the nature of the Claim; and (B) if ascertainable, the amount of the Claim (hereinafter referred to as the "Claim Amount"). (b) Upon receipt of a Claim Notice, CDI shall have ten (10) days to dispute the Claim by delivering written notice to Purchaser and Escrow Agent specifying in reasonable detail the basis for the dispute (a "Dispute Notice"). (c) If (i) CDI approves all or any part of the Claim Amount, or (ii) upon the expiration of the ten (10) day period referred to in Section 2.2(b), a Dispute Notice has not been delivered, the Escrow Agent shall distribute, on the next business day, to Purchaser from the Escrow Fund an amount equal to the Claim Amount (or such part thereof which is
Purchaser’s Claims. In the event of any breach by Seller of any of its obligations under this Agreement, especially but not limited to any obligations under Section 8 and Section 9 (a “Breach”), Seller shall subject to the other provisions of this Section 10 and Section 11, put Purchaser into the same economic condition Purchaser would have been in if the Breach had not occurred, either by providing for such condition in kind (Naturalrestitution), or, at the sole discretion of Purchaser (subject, however, to Purchaser’s not unreasonably withholding their agreement to any remediation in kind proposed or provided by Seller) by paying damages (Schadensersatz in Geld) (any asserted claim of Purchaser hereunder a “Purchaser’s Claim”). As damages, Seller shall pay to Purchaser such amount which is necessary to restore the economic condition which would have existed for such entity had the Breach not occurred. In the determination of such economic condition any multiple-based calculation of damages shall not be taken into account.
Purchaser’s Claims. Notwithstanding anything in this Contract to the contrary, (x) the indemnity set forth in subsentence (a) shall survive until the expiration of the applicable statute of limitations and (y) the indemnity set forth in subsentence (b) above shall survive for 9 months after the Closing Date other than the indemnity under clause (iii) of subsentence (b), which shall survive until the issuance of a "no further action" or equivalent advice from the applicable governmental agency. Such indemnity shall automatically be null and void and of no further force and effect on the date immediately succeeding the periods set forth in clauses (x) and (y), unless on or before such applicable date, Purchaser shall have provided notice hereunder alleging that Seller shall be in breach of such representation or warranty and that Purchaser shall have suffered actual damages as a result thereof. Purchaser shall then have 30 days following delivery of such notice to commence a legal proceeding against Seller. If Purchaser has not commenced a legal proceeding against Seller within such 30--day period following delivery of notice, then such representations and indemnity shall be null and void and Seller's obligations under this Section 10.2.2 with respect to such representations and indemnity shall terminate. The maximum aggregate amount of liability that Seller shall have under any circumstance under this Contract for any claim or Loss (singularly or in aggregate of all claims and Losses) for a breach of Seller's Representations and the indemnity obligation set forth in subsentence (ii) shall not exceed, in the aggregate, $1,500,000 (the "Damage Cap"); provided, however, that Purchaser shall not have the right to assert a claim under this Section 10.2.2 for a breach of Seller's Representations or the indemnity obligation set forth in subsentence (ii) unless the Loss to Purchaser on account of such breach (individually or when combined with Losses from other breaches) equals or exceeds $75,000 (the "Threshold"), in which event Purchaser may assert claims for the full amount of such Loss in excess of such Threshold, but in no event to exceed the Damage Cap. Notwithstanding the foregoing, (i) the Threshold shall not apply to any claim for indemnification under clause (iii) of subsentence (b) of this Section 10.2.2 and (ii) to the extent that the Hotel maintains insurance with respect to a matter that would be a Purchaser Claim, Purchaser shall first seek recovery from such insurance ...
Purchaser’s Claims. With respect to Purchaser's Claims, following receipt of notice from the Purchaser or Vernalis of a Claim, the Vendors' Representative, on behalf of the Vendors, shall have 30 Business Days to make such investigation of the Claim as the Vendors' Representative, on behalf of the Vendors, considers necessary or desirable. For the purpose of such investigation, the Purchaser shall make available to the Vendors' Representative the information relied upon by the Purchaser or Vernalis to substantiate the Claim. If the Purchaser and the Vendors' Representative agree at or prior to the expiration of such 30 Business Day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the full agreed upon amount of the Claim shall be satisfied subject to, and in accordance with, sections 6.5 and 6.6. If the Purchaser and the Vendors' Representative do not agree within such period (or any mutually agreed upon extension thereof), the Purchaser and the Vendors agree that the Purchaser or Vernalis shall be entitled to bring an action in a court of law to recover the full amount of the Claim and any costs incidental to the action.
Purchaser’s Claims. In the event of any breach by Seller of any of its obligations under this Agreement, especially but not limited to any obligations under Section 12 and Section 14 (a “Breach”), Seller shall subject to the other provisions of this Section 15 and Section 17, put Purchasers into the same economic condition Purchasers would have been in if the Breach had not occurred, either by providing for such condition in kind (Naturalrestitution), or, at the sole discretion of Purchasers (subject, however, to Purchasers not unreasonably withholding their agreement to any remediation in kind proposed or provided by Seller) by paying damages (Schadensersatz in Geld) (any asserted claim of Purchasers hereunder a “Purchasers’ Claim”). The determination of the economic condition Purchasers would have been in if the Breach had not occurred shall be made for each Breach strictly on the level of the entity (Purchasers/German Tantalum Business or EPCOS Portugal) which is directly affected by the Breach and not on the level of the direct or indirect shareholders of such entity. As damages, Seller shall pay to Purchasers such amount which is necessary to restore on the level of the entity directly affected by the Breach the economic condition which would have existed for such entity had the Breach not occurred. In the determination of such economic condition any multiple-based calculation of damages shall not be taken into account.
Purchaser’s Claims. (a) From and after the First Closing, Sellers shall indemnify, defend and hold Purchaser harmless from and against any costs (including reasonable attorneys’ fees and court costs and costs of investigation), losses, damages, liabilities or expenses incurred by Purchaser as a result of:
