Purchaser Indemnity Claims Sample Clauses

Purchaser Indemnity Claims. Upon the occurrence of an event which Purchaser asserts constitutes an event for which Shareholders would be required to indemnify or make any payment to the Purchaser pursuant to the Exchange Agreement (a "Purchaser Indemnity Claim"), the Purchaser shall furnish notice of such event (the "Indemnity Notice") to the Shareholders and the Escrow Agent promptly (and in any event on or prior to the Expiration Date), setting forth the Purchaser's then good-faith estimate of the reasonably foreseeable maximum amount of the 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.
Sample 1
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Purchaser Indemnity Claims. Upon the occurrence of an event which Purchaser Representative believes in good faith constitutes the basis for a Purchaser Indemnitee to receive a payment for a Purchaser Indemnity Claim, Purchaser Representative shall furnish notice of such event (the "Indemnity Notice") (which notice shall state that it is given pursuant to this Section 2(b)) to the Seller Representative and the Escrow Agent promptly (and in any event on or prior to the Expiration Date), setting forth Purchaser Representative’s belief of the basis therefore in reasonable detail, a reference to the section of the Purchase Agreement on which the Purchaser Indemnitee’s claim is based, and, to the extent reasonably practicable, an estimate of the reasonably foreseeable maximum amount of the Purchaser Indemnity Claim. The Purchaser Representative shall, upon request, make available to the Seller Representative all relevant information which is material to such Purchaser Indemnity Claim and which is in or comes into the possession of the Purchaser Representative.
Sample 1
Purchaser Indemnity Claims. Upon the occurrence of an event which the Purchaser in good faith asserts constitutes an event for which the HPI Indemnifying Stockholders would be required to indemnify or make any payment to the Purchaser pursuant to Article 8 of the Acquisition Agreement (a "Purchaser Indemnity Claim"), whether paid or payable to the Purchaser or any third party, the Purchaser shall furnish written notice of such event (the "Indemnity Notice") to the HPI Indemnifying Stockholders and the Escrow Agent promptly (and in any event within the time period specified in Section 8.3(a) of the Acquisition Agreement), setting forth the Purchaser's then good-faith estimate of the reasonably foreseeable amount of the Purchaser Indemnity Claim, and shall immediately make available to the HPI Indemnifying Stockholders all relevant information related to such Purchaser Indemnity Claim and which is in the possession of the Purchaser or its Affiliates or representatives. Such Indemnity Notice shall set forth in reasonable detail the facts upon which the Purchaser Indemnity Claim is based as well as the specific provisions in the Acquisition Agreement that entitle the Purchaser to indemnification.
Sample 1
Purchaser Indemnity Claims. The Purchaser shall give written notice (an “Indemnity Notice”), which notice shall state that it is given pursuant to this Section 2.3, of each claim against the cash in the Escrow Fund (each, a “Purchaser Indemnity Claim”) to the Seller and the Escrow Agent setting forth (a) the Purchaser’s belief of the basis therefor, (b) a description of the matter that is subject to indemnification in reasonable detail in light of the circumstances then known to the Purchaser and (c) either (i) the amount of the Purchaser Indemnity Claim, if determined, or (ii) the Purchaser’s estimate of the reasonably foreseeable amount of the Purchaser Indemnity Claim. The Purchaser shall, upon the Seller’s request, make available to the Seller all relevant information concerning such Purchaser Indemnity Claim as the Seller shall reasonably request and that is in or comes into the possession of the Purchaser.
Sample 1
Purchaser Indemnity Claims. 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. Unless the Shareholders deliver written notice to Purchaser on or prior to the twentieth (20th) Business Day after delivery of the Purchaser Indemnity Notice, specifying in reasonable detail all disputed items and the basis therefore, the Shareholder Indemnifying Parties shall be deemed to have accepted and agreed that such a Purchaser Indemnity Claim is a claim for which Purchaser are entitled to indemnification pursuant to this Section 8 (a "Purchaser Covered Indemnity Claim"). If the Shareholders deliver such objection notice within such time, Purchaser and the Shareholders shall, within ten (10) Business Days following the delivery of such objection notice, attempt to resolve their differences and any written resolution by them shall be final, binding and conclusive. At the conclusion of such period, any amounts remaining in dispute shall be submitted to arbitration in accordance with Section 9.4 for resolution of whether it is a Purchaser Covered Indemnity Claim; provided, however, that if any Purchaser Covered Indemnity Claim is also covered by insurance, the indemnified party agrees to first seek payment from the insurance company, and in the event such payment is not received within one hundred twenty (120) days after the Purchaser Covered Indemnity Claim is first asserted, the indemnified party shall then be entitled to receive payment from the indemnifying party, who will then have a right of subrogation against the insurance company. The source of payment of a Purchaser Covered Indemnity Claim shall be the Shareholder Indemnifying Parties.
Sample 1
Purchaser Indemnity Claims. At any time prior to the Scheduled Release Date, the Purchaser may give written notice (an “Indemnity Notice”), which notice shall state that it is given pursuant to this Section 2.3, of each claim for payment to the Purchaser from the Indemnification Fund for indemnification pursuant to Sections 8.2(a) or 10.3(a) of the Merger Agreement (each, a “Purchaser Indemnity Claim”) to each of the Stockholders’ Representative and Escrow Agent setting forth (i) the Purchaser’s belief of the basis therefor, (ii) a description of the matter requiring such payment or that is subject to indemnification in reasonable detail in light of the circumstances then known to the Purchaser and (iii) either (A) the amount of the Purchaser Indemnity Claim, if determined, or (B) the Purchaser’s estimate of the reasonably foreseeable amount of the Purchaser Indemnity Claim.
Sample 1

Related to Purchaser Indemnity Claims

  • Purchaser Indemnification The Purchaser shall indemnify and hold harmless Seller and its directors, officers, partners and each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution or any amendment or supplement thereto, 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, in light of the circumstances in which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurred.

  • Purchaser Indemnity Purchaser shall indemnify, hold harmless and defend Seller, their affiliates and their respective successors, permitted assigns, directors, shareholders, officers, agents and employees from and against all Damages which Seller or any of their affiliates or their respective successors, permitted assigns, directors, shareholders, officers, agents or employees shall receive, suffer or incur, arising out of or resulting from:

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Seller Indemnity Seller will indemnify, defend and save Buyer harmless from, against, for and in respect of the following:

  • Buyer Indemnity Buyer will, at its expense, indemnify, defend and hold harmless Licensor and its Affiliates and their respective officers, directors, employees, agents and representatives (collectively “Licensor Indemnified Parties”) from and against any and all claims, actions, proceedings and suits brought by a third party, and any and all liabilities, losses, damages, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees) (“Claims”) to the extent arising out of or relating to an allegation of any of the following: (a) infringement, misappropriation or violation of any Proprietary Rights by the Buyer Materials or Buyer Data or Licensor’s use thereof as permitted under this Agreement; and (b) any unauthorized or unlawful receipt, processing, transmission or storage of Buyer Data by Licensor in the performance of its obligations as permitted under this Agreement resulting from breach of Buyer’s obligations under Section 7.2.2.

  • Liability of Servicer; Indemnification (a) The Servicer shall not be relieved of its obligations under this Agreement notwithstanding any Sub-Servicing Agreement or any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Sub-Servicer and the Servicer shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Home Equity Loans. The Servicer shall be entitled to enter into any agreement with a Sub-Servicer for indemnification of the Servicer by such Sub-Servicer and nothing contained in such Sub-Servicing Agreement shall be deemed to limit or modify this Agreement.

  • Indemnification; Third Party Claims (a) The Master Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Master Servicer (the “Master Servicer Indemnified Parties”) shall be indemnified and held harmless out of collections on, and other proceeds of, the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), as provided in the following paragraph, against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (collectively, “Master Servicer Losses”) incurred in connection with any legal action relating to this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses, other than any loss, liability or expense: (i) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (ii) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (iv) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Master Servicer Losses described in the preceding paragraph (including in the case of such Master Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Master Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions of the Code or the actual payment of any REMIC tax or expense:

  • Other Indemnification Matters Any claim for indemnification under this Article X must be asserted by providing written notice to the other parties specifying the factual basis of the claim in reasonable detail to the extent then known by the Person asserting the claim. The right to indemnification will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the date hereof, with respect to any representation, warranty, covenant or agreement in this Agreement. THE INDEMNIFICATION PROVISIONS IN THIS ARTICLE X WILL BE ENFORCEABLE REGARDLESS OF WHETHER ANY PERSON ALLEGES OR PROVES THE SOLE, CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR ITS AFFILIATES, OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED ON THE PERSON SEEKING INDEMNIFICATION OR ITS AFFILIATES. THE WAIVER OF ANY CONDITION BASED ON THE ACCURACY OF ANY REPRESENTATION OR WARRANTY, OR ON THE PERFORMANCE OF OR COMPLIANCE WITH ANY COVENANT OR AGREEMENT, WILL NOT AFFECT THE RIGHT TO INDEMNIFICATION, PAYMENT OF DAMAGES, OR OTHER REMEDY BASED ON ANY SUCH REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT. If any party liquidates or dissolves at any time when any Liability of such party with respect to this Article X may thereafter arise or be determined, then at the time of such liquidation or dissolution, such party will cause its shareholders, members, partners or other equity holders or distributees of such party’s assets, as the case may be, to take such assets subject to such Liabilities ratably in proportion to the assets received; provided, however, that the failure on behalf of any party to comply with the covenant set forth in this sentence will in no way reduce such party’s obligations in this Agreement.

  • Seller’s Indemnification Obligations (a) In addition to any other indemnification obligations Seller may have elsewhere in this Agreement, which are hereby incorporated in this Section 11.1, Seller releases, and shall indemnify, defend and hold harmless Buyer, and Xxxxx’s directors, officers, employees, agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, penalty, fine or expense of any kind or nature (including any direct, damage, claim, cost, charge, demand, or expense, and attorneys’ fees (including cost of in- house counsel) and other costs of litigation, arbitration or mediation, and in the case of third-party claims only, indirect or consequential loss or damage of such third-party), arising out of or in connection with:

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