Common use of Seller’s Indemnities Clause in Contracts

Seller’s Indemnities. (a) For a period of eighteen months after the Closing Date (except as otherwise provided in clause (vi) below, Seller agrees to indemnify, hold harmless and defend Purchaser against and from any and all losses, claims, damages, costs, expenses or liabilities to which Purchaser becomes subject insofar as such losses, claims, damages, costs, expenses and liabilities (or actions in respect thereof and costs and expenses, including reasonable legal fees and disbursements incurred in connection with such actions) arise out of or are based upon the following: (i) Breach of any representation, warranty or covenant of Seller contained in or made pursuant to this Agreement. (ii) The activities and operations of the Branch Offices for all periods up to and including the Closing, including but not limited to obligations to depositors on the Deposits and borrowers on the Account Loans due to any miscalculation of interest payable or due with respect to the Deposits or Account Loans or liabilities resulting from Seller's failure to exercise reasonable care to maintain taxpayer identification information in accordance with applicable laws and regulations; (iii) Damages to persons or property that occur prior to or as of the Closing in or relating to the operations of the Branch Offices other than those caused by Purchaser; (iv) Any wrongful default under or failure to perform, on the part of Seller, prior to the Closing relating to the Deposits and the Account Loans including, but not limited to, Seller's obligations as drawee or payor bank on drafts, checks and negotiable orders of withdrawal written on Seller's check forms, or relating to fiduciary relationships that are purchased or assumed by Purchaser; (v) Any liability, claim or action (including the cost of defense thereof) arising under any ▇▇▇, SEP, or Money Purchase Plan of which Seller was a trustee and which account is transferred to Purchaser pursuant to this Agreement, but only with respect to any liability, claim or action arising out of or relating to any action taken or omitted to be taken by Seller prior to the Closing notwithstanding that the notice period with respect to Seller's resignation as trustee or other plan fiduciary may not have expired by the Closing Date.

Seller’s Indemnities. a. On the terms set forth in this Section 10.2, the Seller hereby agrees to indemnify and hold harmless the Purchaser from and against, and agrees to defend promptly the Purchaser from and reimburse the Purchaser for Losses, which the Purchaser may suffer or incur, or become subject to, as a result of or in connection with (ai) For a period any breach or inaccuracy of eighteen months after any of the representations, warranties or covenants made by the Seller in or pursuant to this Agreement or any other agreement or document executed by them in connection with the transactions contemplated hereby; or (ii) the presence of Hazardous Substances in, on, under, at, or emanating from, the Hotel Property on the Closing Date or any violation of Environmental Requirements by the Seller or any other third party in connection with the Hotel Property or the use of the Hotel Property occurring prior to the Closing Date, provided, that the Seller shall not be required to indemnify the Purchaser hereunder unless and until the aggregate amount of Losses for which indemnification is sought first exceeds $50,000, in which event the Purchaser may seek indemnification for all Losses exceeding the initial $50,000; and provided further, that the total indemnification liability of the Seller shall in no event exceed $250,000, in the aggregate. In other words, Seller shall in no event be required to pay to Purchaser more than $250,000 for purposes of this Section 10.2a. b. Any amounts for which the Seller shall be liable under Section 10.2a shall be net of any insurance proceeds received by the Purchaser in connection with the facts giving rise to the right of indemnification. c. Promptly after acquiring knowledge of any claim in respect of which the Purchaser may seek indemnification from the Seller hereunder, the Purchaser shall provide the Seller with a written notice of the facts surrounding the claim and shall also provide the Seller copies of any materials in the Purchaser's possession describing the facts or containing information with respect to the claim and Losses for which indemnification is sought. Notwithstanding the preceding sentence, failure of the Purchaser to give notice hereunder shall not release the Seller from its obligations under this Section 10.2, except to the extent the Seller is actually prejudiced by such failure to give notice. d. In the event of claims that are covered by the indemnity provisions of Section 10.2a, the Seller shall have the right, at its sole cost and expense (subject to the indemnification limitations set forth herein), to defend any and all such claims and, in connection with such defense, to control all settlements (subject to the consent of the Purchaser, which consent the Purchaser may withhold in its sole discretion if the proposed settlement would result in any cost, expense or liability to the Purchaser that is not fully and immediately paid by the Seller or in any material adverse effect on the financial condition, business or prospects of the Purchaser but which consent otherwise will not be unreasonably withheld or delayed). After written notice by the Seller to the Purchaser of its election to assume control of the defense of any such action, the Seller shall not be liable to the Purchaser hereunder for any legal expenses subsequently incurred by the Purchaser in connection with the defense thereof except as otherwise provided herein. The Purchaser shall have the right, but not the obligation, to participate at its own expense in clause the defense thereof by counsel of its own choosing, but the Seller shall be entitled to control the defense unless the Purchaser has relieved the Seller from liability with respect to such action or the Seller fails to assume the defense thereof. If the Seller does not promptly assume control of the defense of such action as provided in this Section 10.2d, the Purchaser shall have the right to defend such action in such manner as it may deem appropriate at the cost and expense of the Seller, and the Seller will promptly reimburse the Purchaser therefor. In the event the Purchaser shall assume the defense of any claim, it shall not effect any settlement that could result in any cost, expense or liability to the Seller unless the Seller consents in writing to such settlement (vi) belowwhich consent will not be unreasonably withheld or delayed; provided, that the financial responsibility of the Seller agrees with respect to indemnifysuch settlement shall not exceed the amounts required to be paid by the Seller pursuant to Section 10.2a). In connection with any claim, hold harmless action or proceeding, the parties shall cooperate with each other and defend provide each other with access to relevant books and records in their possession. e. This Section 10.2 shall be the sole remedy of the Purchaser against and from the Seller for any and all losses, claims, damages, costs, expenses or liabilities to which Purchaser becomes subject insofar as such losses, claims, damages, costs, expenses and liabilities (or actions in respect thereof and costs and expenses, including reasonable legal fees and disbursements incurred claim arising in connection with such actions) arise out of or are based upon the following: (i) Breach of any representation, warranty or covenant of Seller contained in or made pursuant to this Agreement. and (ii) The activities and operations of the Branch Offices for all periods up to and including the Closing, including but not limited to obligations to depositors on the Deposits and borrowers on the Account Loans due to any miscalculation of interest payable or due with respect to the Deposits or Account Loans or liabilities resulting from Seller's failure to exercise reasonable care to maintain taxpayer identification information in accordance with applicable laws and regulations; (iii) Damages to persons or property that occur prior to or as of the Closing in or relating to the operations of the Branch Offices other than those caused by Purchaser; (iv) Any wrongful default under or failure to perform, on the part of Seller, prior to the Closing relating to the Deposits and the Account Loans including, but not limited to, Seller's obligations as drawee or payor bank on drafts, checks and negotiable orders of withdrawal written on Seller's check forms, or relating to fiduciary relationships that are purchased or assumed by Purchaser; (v) Any liability, claim or action (including the cost of defense thereof) arising under any ▇▇▇, SEP, or Money Purchase Plan of which Seller was a trustee and which account is transferred to Purchaser pursuant to this Agreement, but only with respect to any liability, claim or action arising out of or relating to any action taken or omitted to be taken by Seller prior to the Closing notwithstanding that the notice period with respect to Seller's resignation as trustee or other plan fiduciary may not have expired by the Closing DateSection 10.

Seller’s Indemnities. (a) For a period of eighteen months after the Closing Date (except as otherwise provided in clause (vi) below, Seller agrees to indemnify, shall indemnify and hold Buyer harmless and defend Purchaser against and from any and all lossesliabilities, obligations, losses (including diminution in value), damages, claims, damagescharges, costs, expenses or liabilities to which Purchaser becomes subject insofar as such losses, claims, damages, costs, expenses and liabilities (or actions in respect thereof and costs and expenses, including reasonable legal actual attorney's fees (collectively, "Losses") to the extent, if any, such Losses are incurred as the result of any of the following: (i) the failure of any of the representations and disbursements incurred warranties contained in this Agreement to be true and accurate in all respects (which, for the avoidance of doubt, shall not include any Losses arising out of or in connection with exceptions to such actions) arise out of or are based upon the following: (i) Breach of any representation, warranty or covenant of Seller contained in or made representations and warranties expressly disclosed to Buyer pursuant to this Agreement. Agreement or the SPA); (ii) The activities and operations the failure of the Branch Offices for all periods up Seller to and including the Closing, including but not limited to perform any of its obligations to depositors on the Deposits and borrowers on the Account Loans due to any miscalculation of interest payable or due with respect to the Deposits or Account Loans or liabilities resulting from Seller's failure to exercise reasonable care to maintain taxpayer identification information in accordance with applicable laws and regulationsunder this Agreement; (iii) Damages to persons any act or property that occur prior to event occurring on or as of in connection with the Closing in or relating to the operations of the Branch Offices other than those caused by Purchaser; (iv) Any wrongful default under or failure to perform, on the part of Seller, Subject Property prior to the date of Closing relating or otherwise attributable (but solely to the Deposits and extent so attributable) to the Account Loans use or operation of the Subject Property prior to Closing, including, but not limited to, Seller's obligations liabilities for environmental contamination caused by the release of Hazardous Substances in, on or under the Subject Property prior to Closing; or (iv) the failure of Seller to pay any of its debts, charges, taxes, liabilities or other obligations, whether accrued, absolute, contingent, known or unknown as drawee or payor bank on draftsof the date of Closing. The terms of this Section 17 shall survive for two years following the Closing (except that, checks and negotiable orders of withdrawal written on Seller's check forms, or relating to fiduciary relationships that are purchased or assumed by Purchaser; (v) Any liability, claim or action (including the cost of defense thereof) arising under any ▇▇▇, SEP, or Money Purchase Plan of which Seller was a trustee and which account is transferred to Purchaser pursuant to this Agreement, but only with respect to any liability, claim or action arising out of or matters relating to the representations set forth in subsections (a), (b) and (c) (to the extent specified in the introductory paragraph of Section 10) of Section 10 above and any action taken matters relating to environmental contamination covered by subclause (iii) above, the provisions of this Section 17 shall survive for one month after the maximum period permitted by law. (b) Seller's liability under the indemnity set forth above shall be subject to all of the terms, conditions and limitations set forth in Section 10 of the SPA, including, without limitation, the application of the Seller Deductible (as defined in Section 10.1 thereof). In addition, and without limiting the generality of the immediately preceding sentence, Buyer expressly acknowledges and agrees that Seller shall have no liability to indemnify Buyer for any Losses under Section 17(a) above to the extent such Losses arise from or omitted are attributable to (i) the gross negligence or willful misconduct of any Buyer Party (as defined in the SPA), or (ii) any act or event occurring on or in connection with the Subject Property following the Closing. (c) For the avoidance of doubt, Seller and Buyer hereby acknowledge and agree that, Sections 17(a)(iii) and 17(b)(ii) above shall be taken read together so that, in the event that Buyer incurs any Losses in connection with or as a result of any release of Hazardous Substances in, on or under the Subject Property following the Closing, Seller shall indemnify Buyer solely for the incremental increase, if any, in such Losses incurred by Seller Buyer that is attributable to any prior record of the release of Hazardous Substances in, on or under the Subject Property prior to the Closing notwithstanding that the notice period with respect to Seller's resignation as trustee or other plan fiduciary may not have expired by the Closing DateClosing.

Seller’s Indemnities. (a) For a period of eighteen months after the Closing Date (except as otherwise provided in clause (vi) below, Seller agrees to indemnify, shall indemnify and hold Buyer harmless and defend Purchaser against and from any and all lossesliabilities, obligations, losses (including diminution in value), damages, claims, damagescharges, costs, expenses or liabilities to which Purchaser becomes subject insofar as such losses, claims, damages, costs, expenses and liabilities (or actions in respect thereof and costs and expenses, including reasonable legal actual attorney's fees (collectively, "Losses") to the extent, if any, such Losses are incurred as the result of any of the following: (i) the failure of any of the representations and disbursements incurred warranties contained in this Agreement to be true and accurate in all respects (which, for the avoidance of doubt, shall not include any Losses arising out of or in connection with exceptions to such actions) arise out of or are based upon the following: (i) Breach of any representation, warranty or covenant of Seller contained in or made representations and warranties expressly disclosed to Buyer pursuant to this Agreement. Agreement or the APA); (ii) The activities and operations the failure of the Branch Offices for all periods up Seller to and including the Closing, including but not limited to perform any of its obligations to depositors on the Deposits and borrowers on the Account Loans due to any miscalculation of interest payable or due with respect to the Deposits or Account Loans or liabilities resulting from Seller's failure to exercise reasonable care to maintain taxpayer identification information in accordance with applicable laws and regulationsunder this Agreement; (iii) Damages to persons any act or property that occur prior to event occurring on or as of in connection with the Closing in or relating to the operations of the Branch Offices other than those caused by Purchaser; (iv) Any wrongful default under or failure to perform, on the part of Seller, Subject Property prior to the date of Closing relating or otherwise attributable (but solely to the Deposits and extent so attributable) to the Account Loans use or operation of the Subject Property prior to Closing, including, but not limited to, Seller's obligations liabilities for environmental contamination caused by the release of Hazardous Substances in, on or under the Subject Property prior to Closing; or (iv) the failure of Seller to pay any of its debts, charges, taxes, liabilities or other obligations, whether accrued, absolute, contingent, known or unknown as drawee or payor bank on draftsof the date of Closing. The terms of this Section 17 shall survive for two years following the Closing (except that, checks and negotiable orders of withdrawal written on Seller's check forms, or relating to fiduciary relationships that are purchased or assumed by Purchaser; (v) Any liability, claim or action (including the cost of defense thereof) arising under any ▇▇▇, SEP, or Money Purchase Plan of which Seller was a trustee and which account is transferred to Purchaser pursuant to this Agreement, but only with respect to any liability, claim or action arising out of or matters relating to the representations set forth in subsections (a), (b) and (c) (to the extent specified in the introductory paragraph of Section 10) of Section 10 above and any action taken matters relating to environmental contamination covered by subclause (iii) above, the provisions of this Section 17 shall survive for one month after the maximum period permitted by law. (b) Seller's liability under the indemnity set forth above shall be subject to all of the terms, conditions and limitations set forth in Section 10 of the APA, including, without limitation, the application of the Seller Deductible (as defined in Section 10.1 thereof). In addition, and without limiting the generality of the immediately preceding sentence, Buyer expressly acknowledges and agrees that Seller shall have no liability to indemnify Buyer for any Losses under Section 17(a) above to the extent such Losses arise from or omitted are attributable to (i) the gross negligence or willful misconduct of any Buyer Party (as defined in the APA), or (ii) any act or event occurring on or in connection with the Subject Property following the Closing. (c) For the avoidance of doubt, Seller and Buyer hereby acknowledge and agree that, Sections 17(a)(iii) and 17(b)(ii) above shall be taken read together so that, in the event that Buyer incurs any Losses in connection with or as a result of any release of Hazardous Substances in, on or under the Subject Property following the Closing, Seller shall indemnify Buyer solely for the incremental increase, if any, in such Losses incurred by Seller Buyer that is attributable to any prior record of the release of Hazardous Substances in, on or under the Subject Property prior to the Closing notwithstanding that the notice period with respect to Seller's resignation as trustee or other plan fiduciary may not have expired by the Closing DateClosing.

Seller’s Indemnities. From and after the Closing, the Sellers shall be liable for and, as an independent covenant, shall indemnify, defend and save harmless the Purchaser, the Corporations, their Affiliates and, to the extent named or involved in any third party action or claim, their respective employees, directors, officers, representatives and related persons (collectively, the Purchaser Indemnified Persons) from and against any and all Losses of the Purchaser Indemnified Persons that any of them may suffer, sustain, pay or incur, in each case, to the extent caused by or arising out of or resulting from: (a) For any breach of a period of eighteen months after Fundamental Representation made by the Closing Date Sellers (except which breach existed as otherwise provided in clause (vi) below, Seller agrees to indemnify, hold harmless and defend Purchaser against and from any and all losses, claims, damages, costs, expenses or liabilities to which Purchaser becomes subject insofar as such losses, claims, damages, costs, expenses and liabilities (or actions in respect thereof and costs and expenses, including reasonable legal fees and disbursements incurred in connection with such actions) arise out of or are based upon the following: (i) Breach of any representation, warranty or covenant of Seller contained in or made pursuant to this Agreement. (ii) The activities and operations of the Branch Offices for all periods up to and including the Closing, including but not limited to obligations to depositors on the Deposits and borrowers on the Account Loans due to any miscalculation date of interest payable or due with respect to the Deposits or Account Loans or liabilities resulting from Seller's failure to exercise reasonable care to maintain taxpayer identification information in accordance with applicable laws and regulations; (iii) Damages to persons or property that occur prior to this Agreement or as of the Closing Date) for which written notice of such Losses, with reasonable particulars to the extent then known, shall have been provided by the Purchaser to the Sellers at any time prior to the fifth anniversary of the Closing Date; (b) any breach of the representations or warranties made by the Sellers set forth in or Section 3.41 relating to the operations environmental matters, Section 3.6 (with respect to consents required solely for completion of the Branch Offices Reorganization) or Section 3.22 relating to sufficiency of assets (in each case which breach existed as of the date of this Agreement or as of the Closing Date), in each case for which written notice of such Losses, with reasonable particulars to the extent then known, shall have been provided by the Purchaser to the Sellers at any time prior to the third anniversary of the Closing Date; (c) breaches of any of the other than those caused representations or warranties made by the Sellers as of the date hereof or as of the Closing Date in Article 3 for which written notice of such Losses, with reasonable particulars to the extent then known, shall have been provided by the Purchaser to the Sellers by the earlier of (i) April 30, 2017 and (ii) the date the audited consolidated balance sheets of the Purchaser and the Corporations for the fiscal year ended as of December 31, 2016 and the related audited consolidated statements of income, equity and cash flows are available to the Purchaser; ; (ivd) Any wrongful default under or failure breaches of covenants made by the Sellers in this Agreement for which written notice of such Losses, with reasonable particulars to performthe extent then known, on shall have been provided by the part of SellerPurchaser to the Sellers within 18 months after the Closing Date, for covenants to be performed prior to the Closing relating Date, or within 18 months after the date such covenant was to be performed, for covenants to be performed after the Closing Date; (e) any event of fraud by the Sellers in connection with the transactions contemplated by this Agreement; or (f) the Coast Building Supplies Ltd. litigation identified in the first row of the chart set forth on Section 3.39 of the Disclosure Schedule, but only to the Deposits extent of Losses in excess of any amount taken into account as a current liability in the calculation of Canadian Net Working Capital or US Net Working Capital in relation to such litigation. The Parties acknowledge and agree that each of the Account Loans includingtime periods set forth in this Section 9.1 constitutes an agreed-upon statute of limitations for bringing Claims under this Section 9.1, but not limited to, Seller's obligations as drawee or payor bank on drafts, checks and negotiable orders of withdrawal written on Seller's check forms, or relating notwithstanding anything to fiduciary relationships that are purchased or assumed by Purchaser; (v) Any liability, claim or action (including the cost of defense thereof) arising contrary available under any ▇▇▇, SEP, or Money Purchase Plan of which Seller was a trustee and which account is transferred applicable Law. Notwithstanding anything to Purchaser pursuant to the contrary in this Agreement, but only with respect for purposes of determining the amount of Losses resulting from any inaccuracy of any representation or warranty subject to any liabilityindemnification under this Section 9.1 or Section 9.10, claim or action arising out of or relating to any action taken or omitted to all “material,” “materially,” “in all material respects,” “Material Adverse Effect,” and other like qualifications shall be taken by Seller prior to the Closing notwithstanding that the notice period with respect to Seller's resignation as trustee or other plan fiduciary may not have expired by the Closing Datedisregarded.

Seller’s Indemnities. 8.1 The Sellers shall indemnify on an after Tax basis and hold harmless the Purchaser or the Company or other member of the Purchaser Group from and against, and shall pay promptly on demand to the Purchaser or the Company or other member of the Purchaser Group an amount equal to: (a) For a period of eighteen months after the Closing Date (except as otherwise provided in clause (vi) below, Seller agrees to indemnify, hold harmless and defend Purchaser against and from any and all lossesLosses suffered or incurred by the Purchaser, claimsthe Company or other member of the Purchaser Group as a result of any claims relating to annual leave accruals for inactive employees which relate to the period prior to Closing; (b) subject to Clause 8.2, damages, costs, expenses or liabilities any and all fines and monetary penalties imposed on the Company by the relevant Government Entities if the Company is found to which Purchaser becomes subject insofar as such losses, claims, damages, costs, expenses and liabilities (or actions have been in respect thereof and costs and expenses, including reasonable legal fees and disbursements incurred in connection with such actions) arise out breach of or are based upon the followingApplicable Law by reason of: (i) Breach of any representation, warranty or covenant of Seller contained in or made pursuant the Company’s commercial registration failing to this Agreement.cover Staffing and Payroll Activities; (ii) The activities failure to obtain the HR Licence; or (iii) failure to obtain a human resources licence in respect of hiring/staffing non-Saudi persons from the MHRSD. 8.2 Neither Seller shall be liable for any Claim: (a) under Clause 8.1(b)(i), unless the relevant breach is deemed to have occurred no later than the earlier of: (i) one year after the Closing Date, and operations of (ii) the Branch Offices for all periods up date on which the Company’s commercial registration has been amended to cover Staffing and including Payroll Activities; (b) under Clause 8.1(b)(ii), unless the Closingrelevant breach is deemed to have occurred no later than the earlier of: (i) one year after the Closing Date, including but not limited to obligations to depositors (ii) the date on which the Deposits Company’s has received the HR Licence, and borrowers on (iii) the Account Loans due to any miscalculation of interest payable or due with respect Existing HR Licence Commencement Date notified by the Purchaser to the Deposits or Account Loans or liabilities resulting from Seller's failure Sellers under Clause 13.2(b); (c) under Clause 8.1(b)(iii), unless the relevant breach is deemed to exercise reasonable care to maintain taxpayer identification information have occurred no later than: (i) six months after the Closing Date, and (ii) if the Purchaser has provided the Sellers with a mitigation plan in accordance with applicable laws and regulations; (iiiClause 13.2(c) Damages to persons or property that occur prior to or as of within the Closing in or relating to the operations of the Branch Offices other than those caused by Purchaser; (iv) Any wrongful default under or failure to performtimeframe set out therein, on the part of Seller, prior to the Closing relating to the Deposits and the Account Loans including, but not limited to, Seller's obligations as drawee or payor bank on drafts, checks and negotiable orders of withdrawal written on Seller's check forms, or relating to fiduciary relationships that are purchased or assumed by Purchaser; (v) Any liability, claim or action (including the cost of defense thereof) arising under any ▇▇▇, SEP, or Money Purchase Plan of which Seller was a trustee and which account is transferred to Purchaser pursuant to this Agreement, but only with respect to any liability, claim or action arising out of or relating to any action taken or omitted to be taken by Seller prior to the Closing notwithstanding that the notice period with respect to Seller's resignation as trustee or other plan fiduciary may not have expired by one year after the Closing Date. 8.3 The Purchaser shall not, and shall procure that no member of the Purchaser Group nor any of its Representatives shall, engage in any oral or written communications with any Government Entity in relation to the matters in Clauses 8.1(b)(i) to 8.1(b)(iii) (the Restricted Communications) except: (a) as may be required in accordance with Clause 13.1, and (b) unless prior to any Restricted Communication (including under paragraph (a) above) the Purchaser has: (i) given the Sellers a written notice setting out in reasonable detail the reasons for such Restricted Communication; (ii) provided the Sellers with an opportunity to: (A) review, comment on and approve the drafts of such Restricted Communication before it is submitted to any Government Entity; (B) participate in any oral Restricted Communication with any Government Entity; (iii) taken into account any reasonable comments made by the Sellers in respect of such Restricted Communication. 8.4 Any notice by the Purchaser to the Sellers pursuant to Clauses 8.3 and 8.7 shall be submitted by the Purchaser by email to: (a) RalphAzkoulandRichardFranklin(▇.▇▇▇▇▇▇@stc.com.saand ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇.▇▇) in case of STC; and (b) NishitShahandAnkulAgarwal(▇▇▇▇▇▇.▇▇▇▇@startek.comand ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇) in case of ESM, and otherwise in accordance with Clause 24 (Notices). 8.5 The Sellers shall respond by email to the Purchaser within five Business Days of receipt (or deemed receipt) of the Purchaser’s notice, confirming their agreement to, providing any reasonable comments on, or confirming the intent to participate in, the relevant Restricted Communication. 8.6 If both Sellers fail to respond by email to the Purchaser within the applicable time period, the agreement of the Sellers to the communications shall be deemed to have been given. 8.7 The Purchaser shall promptly inform the Sellers of any Restricted Communications that have taken place and provide the Sellers with copies of (in case of written Restricted Communications), or full and accurate reports on (in case of oral Restricted Communication in which neither Seller has participated), any relevant Restricted Communication. 8.8 If the Purchaser fails to comply with Clauses 8.3 to 8.7, the Purchaser shall not be entitled to make the Claim under Clause 8.1(b).