Broker Claim definition

Broker Claim has the meaning set forth in Section 12.01 hereof.
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Broker Claim shall include, without limitation, claims by Brokers that such Broker has a right to equity in the Company, either as compensation for past services rendered or otherwise. In the event Buyer receives notice of a Broker Claim, Buyer shall provide the Principal Stockholders with written notice of such Broker Claim within 24 hours of receipt thereof (a "Broker Claim Notice"). Upon receipt of a Broker Claim Notice, the Principal Stockholders shall be solely responsible for the payment of any Losses, including legal fees and other expenses, incurred by Buyer, the Principal Stockholders or the Company in responding to and defending against such Broker Claim ("Broker Losses"). In the event (i) a Broker Loss is paid by Buyer, subject to the right of the Selling Stockholders to receive the Broker Claim Notice, and to dispute, settle, or otherwise dispose of such claims or (ii) a court or arbitrator enters a final and binding judgment against Buyer relating to a Broker Loss, Buyer shall provide written notice of such payment or judgment to the Principal Stockholders ("Broker Loss Notice") and the Selling Stockholders shall, within three business days of receipt of the Broker Loss Notice, remit the full amount of the Broker Loss to Buyer. If the Selling Stockholders do not remit the full amount of the Broker Loss to Buyer within three business days of receipt of the Broker Loss Notice, then Buyer shall send instructions to the Escrow Agent with respect to the withdrawal of Escrow Shares from Escrow Fund II as provided for in the Escrow Agreement.
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Examples of Broker Claim in a sentence

  • In addition, the Basket and the Cap shall not apply to a Fraud Claim, a Broker Claim, a Merger Claim, a Non-Joliet Claim or a 13.16 Claim and none of such claims shall be included in determining whether the aggregate Indemnity Losses equal or exceed the Basket and shall not count against the Cap.

  • In the event Buyer receives notice of a Broker Claim, Buyer shall provide the Principal Stockholders with written notice of such Broker Claim within 24 hours of receipt thereof (a "Broker Claim Notice").

  • Upon receipt of a Broker Claim Notice, the Principal Stockholders shall be solely responsible for the payment of any Losses, including legal fees and other expenses, incurred by Buyer, the Principal Stockholders or the Company in responding to and defending against such Broker Claim ("Broker Losses").

  • Stockholders jointly and severally agree to indemnify Buyer for any and all Losses incurred by Buyer resulting from any oral or written claim or demand by any broker, investment bank, agent or similar individual or entity (collectively "Brokers") that such Broker is entitled to cash or equity compensation from the Company or Buyer as a result of a past relationship with the Company (a "Broker Claim").

  • Section 20 (Notices) of the Agreement of Lease dated July 17, 1990, is hereby made null and void and of no further force and effect and paragraph 7 below shall be given full force and effect.

Related to Broker Claim

  • AWR Claim means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the AWR;

  • IPR Claim means any claim of infringement or alleged infringement (including the defence of such infringement or alleged infringement) of any IPR, used to provide the Services or as otherwise provided and/or licensed by the Supplier (or to which the Supplier has provided access) to the Authority in the fulfilment of its obligations under this Framework Agreement;

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Third Person Claim has the meaning specified in Section 11.3(a).

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.