Buyer Claims. In the event Merchant or AmeriFirst becomes aware of a Buyer Claim, the party receiving notice of a Buyer Claim shall immediately notify the other party of the nature and amount of the Buyer Claim. Merchant shall immediately undertake steps to cure or satisfy the Buyer Claim to the satisfaction of the Buyer. In the event Merchant does not fully address a Buyer Claim to the satisfaction of the Buyer, as determined in AmeriFirst's sole discretion, within fifteen (15) business days following notice AmeriFirst shall have the right to chargeback the Account to Merchant under Section 10 and to require Merchant to repurchase the Contract or purchase the Loan, as applicable, for the Repurchase Price. AmeriFirst shall also have the right to be indemnified by Merchant for any cost incurred by AmeriFirst arising in connection with a Buyer Claim.
Buyer Claims. The procedure for payments from the Escrow Account shall be as follows:
Buyer Claims. Subject to the terms and conditions of this Article 11, Seller shall indemnify, defend and hold harmless Buyer or any of its officers, directors, shareholders, employees or agents (“Buyer Indemnitees”) from and against any and all Claims, causes of actions, losses, damages, deficiencies, Taxes, liabilities, obligations, reimbursements, costs and expenses of any kind or nature, penalties, fines, expenses (including reasonable attorneys’ and experts’ fees and expenses) and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) suffered or incurred by any of them arising from, relating to or otherwise in respect of (a) any inaccuracy in any representations or warranties contained in Article 4 of this Agreement, (b) any breach or non-fulfillment by Seller of any of its covenants contained in this Agreement, the Transaction Documents or any agreement delivered pursuant to this Agreement, or (c) any Losses arising from or related to the Seller’s operation of the Truck Stops prior to the Closing Date (collectively, “Buyer Claims”).
Buyer Claims. 39 Section 10.2. Assertion of Buyer Claims.. . . . . . . . . . . . . . . . 40 Section 10.3. Seller Claims.. . . . . . . . . . . . . . . . . . . . . . 41 Section 10.4. Assertion of Seller Claims. . . . . . . . . . . . . . . . 42 Section 10.5. Other Rights and Remedies . . . . . . . . . . . . . . . . 42 Section 10.6. Immaterial Breaches . . . . . . . . . . . . . . . . . . . 43 Section 10.7. Survival of Representations and Warranties. . . . . . . . 43
Buyer Claims. (a) Seller Parent and Seller shall jointly and severally indemnify and hold harmless Buyer, PRI, their respective successors and assigns, and each of their officers, directors and employees (collectively the "Indemnitee") against, and in respect of, any and all damages, fines, claims, deficiencies, losses, liabilities, and expenses (including out of pocket expenses, reasonable attorneys' and accountants' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder) (collectively, "Losses") resulting after the Closing Date from (i) any failure by Seller Parent or Seller to fulfill any obligation set forth herein which either of them is required to perform after Closing or (ii) any breach of any of the representations and warranties set forth in this Agreement (collectively items (i) and (ii) are hereinafter referred to as the "Buyer Claims"). All Buyer Claims under this Agreement and the MRI Agreement aggregating less than $150,000 shall be paid 63% in cash and 37% by reducing the principal amount of the Note (effective as of the Closing Date), and all Buyer Claims under this Agreement and the MRI Agreement which aggregate in excess of $150,000 shall be paid in cash.
Buyer Claims. (i) If, at any time at or prior to the Closing, to Buyer's Knowledge, any of the Sellers' representations are untrue in any material respect when made or, if at any time after the Effective Date and prior to the Closing Date, Sellers provide written notice to Buyer (a "Sellers R&W Update"), or Buyer otherwise discovers, that a fact or a change in circumstance has occurred after the Effective Date (that is not otherwise a breach or default by Sellers under the terms of this Agreement) that causes a representation or warranty made by Sellers in this Agreement to be untrue or inaccurate as of the Closing Date, then, subject to Sellers' cure rights under Section 12.02(a), Buyer's sole remedy for any such misrepresentation by Sellers shall be to terminate this Agreement by giving written notice thereof to Sellers on or prior to the Closing Date, and in such event, the Deposit (and interest accrued thereon) shall be returned to Buyer, and thereafter, both Parties shall be relieved from any further liability hereunder, except as provided in any provision of this Agreement which is expressly stated to survive the termination of this Agreement. If Buyer fails to deliver such termination notice to Sellers on or prior to the Closing Date, then Buyer shall proceed to the Closing in accordance with the terms hereof without any reduction in the Purchase Price and Sellers, after the Closing, shall have no liability whatsoever to Buyer with respect to any such misrepresentation which, to Buyer Knowledge, existed as of the Closing Date or is described in the Sellers R&W Update. Notwithstanding anything to the contrary, "Buyer's knowledge" shall not include any matters contained in or reflected by a Data Site Update in contravention of Section 5.04.
Buyer Claims. 9 SECTION 6.02.
Buyer Claims. Subject to the terms and conditions of this Article 11, Seller shall indemnify, defend and hold harmless Buyer or any of its officers, directors, shareholders, employees or agents from and against any and all Claims, causes of actions, losses, damages, deficiencies, Taxes, liabilities, obligations, reimbursements, costs and expenses of any kind or nature, penalties, fines, expenses (including reasonable attorneys’ and experts’ fees and expenses) and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”) suffered or incurred by any of them arising from, relating to or otherwise in respect of (a) any inaccuracy in any representations or warranties contained in Article 4 of this Agreement, (b) any breach or non-fulfillment by Seller of any of its covenants contained in this Agreement, the Transaction Documents or any agreement delivered pursuant to this Agreement, or (c) any Losses arising from or related to Seller’s operation of Amite prior to the Closing Date (collectively, “Buyer Claims”).
Buyer Claims a. Except as hereinafter set forth, Shareholder shall, for a period of six (6) months after the date of this Agreement, or until the Company is recertified by the DOE, whichever occurs last, indemnify and hold harmless Buyer and its successors and assigns and its and their respective officers, directors, shareholders, employees and agents, against, and in respect of, any and all direct damages, claims, losses, liabilities and without limitation, reasonable legal, expenses, including, accounting and other expenses, which may arise out of any misrepresentation by the Company or Shareholder or other breach or violation of this Agreement by Shareholder; provided, however, that the aggregate of all claims subject to indemnification hereunder by Shareholder shall not exceed $500,000. Such claims may be asserted by Buyer at any time its losses, damages and expenses aggregate at least $50,000. The parties acknowledge and agree that in making all calculations of Shareholder's indemnification obligation hereunder, all losses, damages and expenses incurred by an indemnified party shall be determined on a net after-tax basis and shall take into account any insurance proceeds received by such indemnified party.
Buyer Claims. The procedure for payments from the Escrowed Amount shall be as follows:
