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. 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 the Seller’s operation of St. Helena prior to the Closing Date (collectively, “Buyer Claims”).
Buyer Claims. The procedure for payments from the Escrow Account shall be as follows:
Buyer Claims. 9 SECTION 6.02.
Buyer Claims. 37 Section 10.2. Assertion of Buyer Claims . . . . . . . . . . . . . . . . . . . 38 Section 10.3. Seller Claims . . . . . . . . . . . . . . . . . . . . . . . . . 39 Section 10.4. Assertion of Seller Claims. . . . . . . . . . . . . . . . . . . 39 Section 10.5. Other Rights and Remedies . . . . . . . . . . . . . . . . . . . 40 Section 10.6. Immaterial Breaches . . . . . . . . . . . . . . . . . . . . . . 40 Section 10.7. Survival of Representations and Warranties. . . . . . . . . . . 40
Buyer Claims. (a) Seller Parent and Seller shall jointly and severally indemnify and hold harmless Buyer, each member of the MRI Group, 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 PRI Agreement aggregating less than $150,000 shall be paid 63% in cash and 37% by reducing the principal amount of the Note and the PRI Note (effective as of the Closing Date), and all Buyer Claims under this Agreement and the PRI Agreement which aggregate in excess of $150,000 shall be paid in cash.
Buyer Claims. (a) If Buyer has a claim for indemnification under Section 8.1, Buyer will deliver to Shareholder one or more written notices of Loss (each such notice of Loss a "Buyer Claim"), with a copy to the Escrow Agent, prior to the expiration of eighteen (18) months from and after the Closing Date, except for Losses arising from a breach or inaccuracy in the representations and warranties made in Article III or Sections 4.4, 4.10(e), 4.13, 4.19 or 4.22 or any breach of any of the agreements by Shareholder contained in this Agreement, for which Buyer will deliver a Buyer Claim prior to the expiration of the applicable statute of limitations. Shareholder will not have any liability under Section 8.1 unless the written notices required by the preceding sentence are given by the date specified. Any Buyer Claim will state in reasonable detail the basis for such Losses to the extent then known by Buyer and the nature of the Loss for which indemnification is sought, and it may state the amount of the Loss claimed. If such Buyer Claim (or an amended Buyer Claim) states the amount of the Loss claimed and Shareholder notifies Buyer that it does not dispute the claim described in such notice or fails to notify Buyer within 15 days after delivery of such notice by Buyer whether Shareholder disputes the claim described in such notice, the Loss in the amount specified in Buyer's notice will be admitted by Shareholder (an "Admitted Claim"), and Shareholder will pay the amount of such Loss to Buyer. If Shareholder has timely disputed its liability with respect to a Buyer Claim (or an amended Buyer Claim) stating the amount of a Loss claimed, Shareholder and Buyer will proceed in good faith to negotiate a resolution of such dispute. If a claim for indemnification has not been resolved within 30 days after delivery of the notice to Shareholder, Buyer may seek judicial recourse. If a Buyer Claim does not state the amount of the Loss claimed, such omission will not preclude Buyer from recovering from Shareholder the amount of the Loss described in such Buyer Claim if any such amount is subsequently provided in an amended Buyer Claim.
Buyer Claims. Subject to the terms and conditions of this Article 12, 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 (compensatory, punitive or other), 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 5 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. Except as hereinafter set forth, the Executive and the Sellers shall, jointly and severally, 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 all damages, claims, losses, liabilities and expenses, including, without limitation, reasonable legal, accounting and other expenses, which may arise out of any misrepresentation or other breach or violation of this Agreement by the Sellers; provided, however, that the aggregate of all claims subject to indemnification hereunder by the Sellers shall not exceed the amount of the Purchase Consideration, and; provided, further, that Buyer shall be entitled to indemnification hereunder only when the aggregate of all such claims (excluding for this purpose legal, accounting and other expenses) exceeds $10,000, and only with respect to amounts by which the aggregate of all such claims exceeds $10,000. Buyer shall be entitled to set-off any amounts indemnifiable pursuant to this Section 6.01 from the Contingent Payment, if any.
Buyer Claims. EiC and EiC Enterprises shall jointly and severally 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 damages, claims, losses, Liabilities and expenses, including, without limitation, reasonable legal, accounting and other expenses, which may arise, directly or indirectly, out of (i) any inaccuracy in or breach of any representation or warranty of EiC or EiC Enterprises contained in this Agreement or in any Transaction Agreement or in any certificate, instrument, or document delivered pursuant hereto or thereto, (ii) any breach by EiC or EiC Enterprises of any of its covenants or agreements contained in this Agreement or in any Transaction Agreement or in any certificate, instrument, or document delivered pursuant hereto or thereto, (iii) any liability or obligation of EiC or EiC Enterprises or its affiliates (whether accrued, absolute, contingent, unliquidated, or otherwise, whether or not known to EiC and EiC Enterprises, and whether due or to become due) not specifically assumed by Buyer pursuant to Section 1.02 above, including without limitation any obligation owed to the Landlord by either EiC or EiC Enterprises during the term of the Sublease Agreement which Buyer satisfies in accordance with the terms of the Sublease, (iv) the ownership, management, operation or use of the Transferred Assets or the Line prior to the Closing Date, (v) any of EiC’s Retained Environmental Liabilities, (vi) any warranty claims on any of the ICs sold by EiC, and (vii) any withholding tax obligations associated with the payment of the Closing Payment, Earnout Payments or payments under or performance of the Buyer/EiC Enterprises License Agreement.
