Claims by the Purchaser Sample Clauses

Claims by the Purchaser. 12.1. If the Purchaser becomes aware of a matter or circumstance which gives rise, or may give rise to, a Claim, the Purchaser shall give notice to the Sellers’ Representative, and, to the extent the Claim relates to the breach of a Sellers’ Representation, to the relevant Seller, specifying the relevant facts within sixty (60) Business Days after it becomes aware of that matter or circumstance, under penalty of forfeiture. Such notice shall set out the details of the specific actions, facts or events in respect of which the Claim is made, together with a with a first estimate of the amount of Losses which are the subject of the Claim. The notice shall enclose a copy of all documents establishing the basis of the Claim insofar as reasonably available. For the avoidance of doubt, any failure by the Purchaser to give notice as contemplated by this Section 12 in relation to any matter or circumstance shall result in the automatic and irrevocable forfeiture by the Purchaser of its rights in relation to such Claim.
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Claims by the Purchaser. If the Purchaser is entitled to be indemnified by the Sellers under Section 10.1 of the Purchase Agreement, the Purchaser shall give written notice to the Sellers and the Escrow Agent of the Purchaser's right to such indemnification (a “Claim Notice”). Any such Claim Notice shall include the amount of the indemnification payment that is claimed by the Purchaser and instructions from the Purchaser to the Escrow Agent as to where such payments shall be made. At the Purchaser’s option, a Claim Notice may allocate (pro rata, in accordance with Section 10.1 of the Purchase Agreement) the amount claimed as between each Seller. In that case, the Claim Notice shall be deemed to be two separate Claim Notices (one with respect to each Seller) for all purposes of this Agreement. In addition, Claim Notices with respect to claims under Section 10.1(b) of the Purchase Agreement arising from the breach by a Seller of any representation or warranty made in Section IV of the Purchase Agreement need not be provided to the non-breaching Seller.
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Claims by the Purchaser. Notwithstanding anything in this Agreement to the contrary, the payment of the Deferred Payment shall be an absolute obligation of the Purchaser and shall not be subject to off-set for any claim, provided that the Purchaser may adjust the Escrow Payment and the Net Payment in accordance with this Section 8.3(b). The Purchaser may increase the Escrow Payment in excess of Two Million Dollars ($2,000,000) in accordance with Section 1.6(c)(ii) and correspondingly reduce the Net Payment in accordance with Section 1.6(b). In the event that, prior to the time the Deferred Payment is paid to the Seller, the Purchaser determines that claims for indemnification of Losses shall be asserted pursuant to Section 8 of this Agreement, the Purchaser shall provide written notice to the Seller and the Shareholders of such claim (a “Notice of Claim”), stating the amount thereof and the facts upon which the claim is based with reasonable specificity. Unless the Purchaser receives a written objection from the Seller or the Shareholders within fifteen (15) business days of Seller’s and Shareholders’ receipt of the Notice of Claim, the Purchaser may deduct the amount stated in the Notice of Claim first from the Escrow Payment and then, if necessary, from the Net Payment. The Seller and the Shareholders may object to the matter(s) set forth in such Notice of Claim either with respect to the validity or the amount of the claim (or both). If the Notice of Claim is disputed, then the amount stated in the Notice of Claim (or if only part of the claim is disputed, the disputed portion of such Claim) shall be included in the Escrow Payment (as part of, but not in addition to, the $2,000,000 amount) and be subject to such claim in accordance with the terms of the Escrow Agreement. Nothing in the preceding sentence of this Section 8.3(b) shall limit the rights of Purchaser under Section 1.6(c)(ii).
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Claims by the Purchaser. 10.10.1 The Purchaser shall notify the Seller in writing of any claim under Article 10 (a “Claim Notice”) as soon as possible after the Purchaser or any Target Entity has obtained knowledge of facts that may give rise to a claim against the Seller under Article 10 or of a Third Party Claim, and in any event within ten (10) Business Days or, in case of urgency, as soon as possible after the Purchaser or any Target Entity has obtained knowledge of such facts of the claim in question, it being provided that the failure by the Purchaser to deliver a Claim Notice within such period shall have no consequence on its ability to make a claim, provided that if the Seller suffers Damages as a result of such failure, the liability of the Seller to the Purchaser hereunder will be reduced by the amount of such Damage.
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Claims by the Purchaser. (a) Notwithstanding any other provision of this Agreement, the Purchaser (or any of its successors or assignees) for valuable consideration received, undertakes and agrees that it will not make and irrevocably waives any right it may have to make, any claim for breach of a Vendor’s Warranty against the Vendors and the Vendors will not be liable to the Purchaser for any Vendors’ Warranty claim.
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Claims by the Purchaser 
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Related to Claims by the Purchaser

  • Deliveries by the Purchaser At the Closing, the Purchaser shall deliver or cause to be delivered to the Selling Shareholders, the following:

  • Indemnification by the Purchaser Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

  • Actions by the Sellers Upon termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to any Serviced Appointment subject to such termination, the Sellers may (A) terminate, or consent to the termination of, any Serviced Corporate Trust Contract relating to such Serviced Appointment, (B) sell, transfer, assign, or otherwise dispose of any such Serviced Appointment, or resign (or consent to removal) from any such Serviced Appointment, or (C) agree to do any of the foregoing.

  • Closing Deliveries by the Purchaser At the Closing, the Purchaser shall deliver to the Seller:

  • Indemnification by the Purchasers Each of the Purchasers, severally and jointly, shall indemnify, defend and hold harmless, without duplication, each Seller and each of the Sellers’ Affiliates, and each of their respective officers, employees, agents and representatives (collectively, the “Seller Indemnified Parties”), from and against all Losses that such Seller Indemnified Party may at any time suffer or incur, or become subject to that, directly or indirectly, arise out of or relate to (a) any Assumed Servicing Liability, (b) any failure by the Purchasers to perform their Serviced Duties and other obligations under this Agreement in accordance with the terms hereof or any other breach or violation by the Purchasers of the terms hereof, (c) any action or omission of the Purchasers or their Affiliates or their agents (including such agents appointed pursuant to Section 3.6 hereof) with respect to any Serviced Appointment, whether pursuant hereto or to a Serviced Corporate Trust Contract or otherwise, or (d) the Sellers’ role as backup advancing agent with respect to any Corporate Trust Contract pursuant to clause (c) of the definition of “Retained Duty” (except to the extent the Sellers negligently failed to make a backup advance as required pursuant to such Retained Duty); provided, however, that the Purchasers shall not be required to indemnify any Seller for any matter which would require indemnification of the Purchasers by any Seller under Section 8.2.

  • Deliveries by the Sellers At the Closing, the Sellers shall deliver or cause to be delivered to the Buyer:

  • Performance by the Purchaser The Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Initial Closing and as of each Settlement Date.

  • Deliveries by the Seller At the Closing, the Seller shall deliver, or cause to be delivered, to the Buyer the following:

  • Clean-Up Terminations by the Sellers (a) The Sellers shall have the right to elect to terminate this Agreement in the event that the remaining Serviced Appointments have generated LTM Fee Revenue that is less than 5% of the aggregate fee revenue generated by all Appointments that are Serviced Appointments as of January 1, 2024 in the twelve-month period prior to January 1, 2024.

  • Deliveries by the Buyer At the Closing, the Buyer shall deliver, or cause to be delivered, to the Seller the following:

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