Buyer Indemnity Claim has the meaning set forth in Section 12.1.
Buyer Indemnity Claim shall have the meaning assigned to it in Section 11.01 of this Agreement.
Buyer Indemnity Claim means any loss, damage, deficiency, claim, liability, obligation, suit, action, fee, cost or expense of any nature whatsoever arising out of, based upon or resulting from (i) any breach of any representation and warranty of Seller which is contained in this Agreement or any Schedule, certificate or other instrument or document delivered pursuant hereto; (ii) any breach or nonfulfillment of, or any failure to perform, any of the covenants, agreements or undertakings of Seller which are contained in or made pursuant to this Agreement; (iii) directly or indirectly, the emission, discharge, spillage, leakage, storage, release or threatened release of Hazardous Substances or any breach of any Environmental Law as a result of the acts or omissions of Seller or any agent, employee or contractor of Seller; (iv) any liabilities or obligations arising out of any and all actions, claims, suits, proceedings, demands, assessments, judgments, recoveries, damages, costs and expenses or deficiencies incident to the disposal of any matter which is the subject of indemnification in this Section 6.1; and (v) all interest, penalties, costs and expenses of Buyer (including, without limitation, all out-of-pocket expenses, reasonable investigation expenses and reasonable fees and disbursements of accountants and counsel) arising out of or related to any Buyer Indemnity Claims. Notwithstanding the foregoing, for purposes of clause (i) of the previous sentence, the representation and warranty contained in clause (iii) of Section 3.24 (a) shall be deemed to have been made to the best of Seller's knowledge, and the representation and warranty contained in clause (i) of the first sentence of Section 3.24 (b) shall be deemed to have been made only with respect to the period of time during which Seller occupied the Real Properties.
Examples of Buyer Indemnity Claim in a sentence
In the event of the occurrence of any event which any party asserts constitutes a Buyer Indemnity Claim or Seller Indemnity Claim, as applicable, the indemnified party shall provide the indemnifying party with prompt notice of such event, including, without limitation, any facts and circumstances which give rise to such claim, and shall otherwise make available to the indemnifying party all relevant information which is material to the claim and which is in the possession of the indemnified party.
If Seller does not within thirty (30) days after receipt of such latter notice dispute in writing the Buyer Indemnity Claim by notice to Buyer and Escrow Agent, then Seller shall be deemed to have consented to such claim and, to the extent set forth in Buyer's notices, the computation thereof.
Upon receipt of any Buyer Claim Notice from Buyer, the Escrow Agent shall, pursuant to the Escrow Agreement, set aside and hold as a reserve to cover the Third Party Claim or other claim in respect of which such Buyer Claim Notice was delivered (each, a “Buyer Indemnity Claim”) such portion of the Escrow Amount equal to the amount set forth in such Buyer Claim Notice until there is a final resolution of such Buyer Indemnity Claim.
Upon receipt of a copy of the Buyer Claim Notice from Buyer, the Escrow Agent shall, pursuant to the Escrow Agreement, set aside and hold as a reserve to cover the Third-Party Claim or Direct Claim in respect of which such Buyer Claim Notice was delivered (each, a “Buyer Indemnity Claim”) such portion of the Escrow Amount equal to the Claim Amount set forth in such Buyer Claim Notice, until there is a final resolution of such Buyer Indemnity Claim.
Any payments made by Seller hereunder with respect to a Buyer Indemnity Claim shall be deemed to be a reduction of the Purchase Price.
More Definitions of Buyer Indemnity Claim
Buyer Indemnity Claim means (i) any Tax Liability or Cost (as defined in Section 8.5), or (ii) any loss, damage, deficiency, claim, liability, obligation, suit, action, proceeding, demand, assessment, judgment, fee, cost or expense of any nature whatsoever (including, without limitation, all interest and penalties in connection with the foregoing and all out-of-pocket costs and expenses incident to the investigation, settlement or disposal of any of the foregoing, including, without limitation, reasonable fees and disbursements of accountants and counsel) arising out of, based upon or resulting from (A) any breach of any representation and warranty of the Company or Seller which is contained in this Agreement or the certificate delivered under Section 7.2 of this Agreement, (B) any breach or nonfulfillment of, or any failure to perform, any of the covenants, agreements or undertakings of the Company or the Seller which are contained in or made pursuant to this Agreement, and (C) the termination of the CAC Stock Purchase Agreement; provided, however, that Buyer shall be entitled to indemnification for Buyer Indemnity Claims under subsection (ii)(A) (other than under Sections 3.3., 3.25 and 3.30) of this Section 8.2 only to the extent that the aggregate amount of all Buyer Indemnity Claims which have been Definitively Resolved (as that term is hereinafter defined) in favor of Buyer under the terms of this Agreement shall exceed $1,000,000 and only to the extent of such excess. Any payments made by Seller hereunder with respect to a Buyer Indemnity Claim shall be deemed to be a reduction of the Purchase Price.
Buyer Indemnity Claim means any loss, damage, deficiency, claim, liability, obligation, suit, action, fee, penalty, fine, interest, surcharge, cost or expense of any nature whatsoever (collectively, "Losses"), arising out of, based upon or resulting from:
Buyer Indemnity Claim means any loss, damage, deficiency, claim, liability, obligation, suit, action, fee, cost or expense of any nature whatsoever arising out of, based upon or resulting from (i) the breach of any representations and warranties of Seller which are contained in or made pursuant to this Option Agreement; (ii) any breach or nonfulfillment of, or any failure to perform, any of the covenants, agreements, obligations or undertakings made by Seller in or pursuant to this Option Agreement; (iii) any liabilities or obligations arising out of any and all actions, claims, suits, proceedings, demands, assessments, judgments, recoveries, damages, costs and expenses or deficiencies incident to the disposal of any matter which is the subject of indemnification under this Section 6.2; and (iv) all interest, penalties, costs and expenses (including, without limitation, all out-of-pocket expenses, reasonable investigation expenses and reasonable fees and disbursements of accountants and counsel) arising out of any matter which is the subject of indemnification under this Section 6.2 and in which and to the proportionate extent Buyer Affiliates prevail.
Buyer Indemnity Claim means any loss, damage, deficiency, claim, liability, obligation, Tax, suit, action, fee, cost or expense of any nature whatsoever resulting from (i) any breach of any representation and warranty of the Company which is contained in this Agreement or any schedule or certificate delivered pursuant hereto, provided that, for purposes of this Section 6.8, the representations and warranties of the Company shall be construed as if they did not contain any qualification that refers to a Company Material Adverse Effect or materiality; (ii) any breach or non-fulfillment of, or any failure to perform, any of the covenants, agreements or undertakings of the Company which are contained in or made pursuant to this Agreement; (iii) all interest, penalties and costs and expenses (including, without limitation, all reasonable fees and disbursements of counsel) arising out of or related to any indemnification made under this Section 6.8(a); and (iv) any payments made pursuant to Section 6.12 hereof.
Buyer Indemnity Claim means any loss, damage, deficiency, claim, liability, obligation, suit, action, fee, cost or expense of any nature whatsoever arising out of, based upon or resulting from (i) the breach by Seller of any representations and warranties of Seller which are contained in or made pursuant to this Agreement; (ii) any breach or nonfulfillment of, or any failure to perform, any of the covenants, agreements, obligations or undertakings made by Seller in or pursuant to this Agreement which shall not be deemed for purposes of this Section 8.2 to include covenants, agreements, obligations or undertakings made by Seller in the agreements attached as Exhibits C, D, E, F and G hereto; (iii) any liabilities or obligations arising out of any and all actions, claims, suits, proceedings, demands, assessments, judgments, recoveries, damages, costs and expenses or deficiencies incident to the disposal of any matter which is the subject of indemnification under this Section 8.2; and (iv) all interest, penalties, costs and expenses (including, without limitation, all out-of-pocket expenses, reasonable investigation expenses and reasonable fees and disbursements of accountants and counsel) arising out of any matter which is the subject of indemnification under this Section 8.2 and in which and to the proportionate extent Buyer Affiliates prevail.
Buyer Indemnity Claim has the meaning set forth in Section 7.3(c).
Buyer Indemnity Claim means (i) any Damages arising out of, based upon or resulting from any inaccuracy in or any breach of any representation and warranty of Seller contained in Sections 2.1, 2.2, 2.3, 2.4 and 2.6 hereof, (ii) any Damages arising out of, based upon or resulting from any breach of a covenant of Seller contained in Section 4.1(b) or Section 4.5, in either case, without duplication of any amounts that have been or will be adjusted under Section 8.1, (iii) any Taxes of the Elevator Subsidiaries or with respect to the Elevator Business (including Damages arising out of such Taxes) in excess of current Taxes accrued or contingent Taxes reserved for on the audited Closing Balance Sheet (but not including, for purposes of clarification, deferred Taxes for financial accounting purposes) (A) imposed with respect to taxable periods ending on or before the applicable Closing Date, or (B) imposed with respect to taxable periods beginning before the applicable Closing Date and ending after the applicable Closing Date, to the extent such Taxes are allocable to the portion of such period ending on such Closing Date (in each case including, for purposes of clarification, but not limited to, income Taxes with respect to amounts that are accelerated or triggered, including with respect to deferred intercompany transactions or accounting methods, by reason of the transactions contemplated herein and income Taxes arising as a result of any Section 338(h)(10) Elections), or (iv) any income Taxes of any corporation (other than any Elevator Subsidiary) for which any Elevator Subsidiary may be jointly and severally liable under U.S. Treasury Regulation Section 1.1502-6 (or under any similar provision of state, local or foreign law) with respect to any income Tax return filed on a consolidated or combined basis for a taxable period ending on or before the applicable Closing Date or beginning before and ending after the applicable Closing Date. Notwithstanding clause (iii) of the immediately preceding sentence, a Buyer Indemnity Claim for Taxes other than income Taxes shall include only claims for Taxes that arise in the context of an audit, the assertion of a claim, an assessment, or other dispute with respect to Taxes for which Seller, the Seller Entities, Buyers or the Elevator Subsidiaries receive oral or written notice from the IRS or other governmental authority of the commencement or assertion of such audit, claim or other dispute or the assessment of Taxes no later than three (3...