Purchaser Indemnity Claim definition

Purchaser Indemnity Claim shall have the meaning set forth in Section 11.1.

Purchaser Indemnity Claim means any loss, damage, deficiency, diminution in value, claim, liability, obligation, suit, proceeding, action, demand, fee, cost, fine, levy, penalty, surcharge or expense of any nature whatsoever including, without limitation, reasonable out-of-pocket expenses, reasonable investigation costs and reasonable fees and disbursements of counsel (collectively, "Damages") suffered or incurred by a Purchaser Indemnitee (subject to Section 10.4) arising out of, based upon or resulting from (i) the Excluded Liabilities or Seller's failure to pay and discharge in full, or to cause to be paid and discharged in full, all Excluded Liabilities in a full and timely manner from and after the Closing Date; (ii) any breach of any representation and warranty of Seller which is contained in this Agreement or any Schedule hereto or (iii) any breach or nonfulfillment of, or any failure to perform, any of the covenants, agreements or undertakings of Seller contained in or made pursuant to this Agreement.

Purchaser Indemnity Claim means any and all losses, damages, amounts paid in settlement, deficiencies, claims, liabilities, obligations, suits, actions, proceedings, fees, penalties, Remedial Action costs, interest costs and expenses of any nature whatsoever, including reasonable attorney’s fees, court costs and other out-of-pocket costs and expenses of preparing, investigating, defending and/or settling the foregoing (collectively, “Losses”), incurred or sustained by Purchaser resulting from (i) subject to Section 11.4 hereof, any breach of any representation and warranty of any Seller Party contained in this Agreement; (ii) any breach or non-fulfillment of, or any failure to perform, any of the covenants, agreements or undertakings of any Seller Party that are contained in this Agreement; (iii) any Excluded Liabilities; or (iv) any Disapproved Item.

Examples of Purchaser Indemnity Claim in a sentence

• Subject to the provisions of this ARTICLE XI, from and after the Closing Date each Seller Party, jointly and severally, hereby agrees to indemnify, defend and hold Purchaser (which for purposes of this Article shall include all directors, officers, employees, agents, Affiliates and representatives of Purchaser) harmless from, and to reimburse Purchaser for, any Purchaser Indemnity Claim arising under the terms and conditions of this Agreement.

• If Purchaser timely notifies Seller of Disapproved Items and all or some of the Disapproved Items are not cured or deleted as exceptions to title prior to the Closing, such Disapproved Items shall be a Purchaser Indemnity Claim pursuant to Section 11.1 hereof.

• The Stockholders’ Representative shall, upon the Purchaser’s request, make available to the Purchaser all relevant information concerning the Dispute Notice relating to a Purchaser Indemnity Claim as the Purchaser shall reasonably request and that is in or comes into the possession of the Stockholders’ Representative and/or the Company Escrow Parties.

• The Escrow Agent shall not distribute any amount of Escrowed Property with respect to the balance of such Purchaser Indemnity Claim except in accordance with the procedures set forth in Section 2(d).

• Notwithstanding anything in this Agreement to the contrary, the Purchaser shall have no right to receive any funds from the Retention Bonus Fund for any 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.

• The Seller shall, upon the Purchaser’s request, make available to the Purchaser all relevant information concerning the Seller Dispute Notice relating to a Purchaser Indemnity Claim as the Purchaser shall reasonably request and that is in or comes into the possession of the Seller.

• The Escrow Agent shall not deliver any of the cash in the Indemnification Fund to the Purchaser or the Company Escrow Parties relating to the disputed portion of such Purchaser Indemnity Claim, except in accordance with the procedures set forth in Section 2.5 of this Agreement as if the disputed portion of such Purchaser Indemnity Claim consisted of a separate Purchaser Indemnity Claim that was disputed by the Stockholders’ Representative in whole.

• The Escrow Agent shall distribute such net cash proceeds at the times and in the manner provided for in this Agreement, including in respect of such unsatisfied Purchaser Indemnity Claim or portion of a Purchaser Indemnity Claim.

• 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.

More Definitions of Purchaser Indemnity Claim

Purchaser Indemnity Claim means any loss, damage, deficiency, claim, liability, obligation, suit, action, fee, cost or expense of any nature whatsoever resulting from (i) any breach of any representation and warranty of SCS or the Stockholders which is contained in the Agreement or any Schedule or certificate delivered pursuant thereto; (ii) any breach or non-fulfillment of, or any failure to perform, any of the covenants, agreements or undertakings of SCS or the Stockholders which are contained in or made pursuant to this Agreement; and (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 10.1. In addition to the foregoing, the Stockholders shall indemnify the Purchaser in connection with any loss, damage, deficiency, claim, liability, suit, action, fee, cost or expense of any nature whatsoever arising out of the liabilities, obligations or indebtedness of SCS that is to be paid or assumed by the Stockholders pursuant to Sections 5.3, 8.1 and hereof.

Purchaser Indemnity Claim shall have the meaning specified in Section 8.1(b).

Purchaser Indemnity Claim means any loss, damage, deficiency, claim, liability, obligation, suit, action, fee, penalty, cost or expense of any nature whatsoever, including costs of defense, investigation and settlement, resulting from (i) any breach of any representation and warranty of Seller which is contained in any Transaction Document (other than the representations contained in Section 5.17), or any Schedule or certificate delivered pursuant thereto; (ii) any breach or non-fulfillment of, or any failure to perform, any of the covenants, agreements or undertakings of Seller or its affiliates which are contained in any Transaction Document; any failure to comply with all applicable laws related to environmental liability associated with the transfer of businesses or assets, or related to notices to or consultation with employee representative bodies in connection with the Transaction; (iii) any Excluded Assets; and (iv) any Excluded Liabilities.