Claims by purchaser Sample Clauses

Claims by purchaser. Normally, the purchaser can make a claim (including a claim under clause 6) before completion only by serving it with a statement of the amount claimed, and if the purchaser makes one or more claims before completion –
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Claims by purchaser. Upon receipt by the Company of a certificate signed by an officer of the Purchaser (a “Purchaser Certificate”) providing notice of any claim (a “Purchaser Claim”) for Indemnifiable Damages and specifying in reasonable detail the date such Indemnifiable Damages were paid, incurred or otherwise arose, and, if applicable, the nature of the breach to which such Indemnifiable Damages are related, the Company shall deliver to the Purchaser, as promptly as practicable, an amount equal to such Indemnifiable Damages, unless, within thirty (30) days of the delivery of such Purchaser Certificate, the Company disputes in good faith the Purchaser Claim set forth in such certificate, with the basis for such dispute set forth in writing in reasonable detail.
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Claims by purchaser. If, at any time and from time to time prior to the date that is 18 months following the Closing Date, any Purchaser Indemnified Party incurs any Loss subject to indemnification under Section 2.9(c) (an "Indemnifiable Loss"), Purchaser shall deliver a notice to Seller (a "Claims Notice") specifying the amount (the "Claimed Amount") of any such Indemnifiable Loss for which Purchaser believes it is entitled to payment from the Escrow Account (the "Indemnity Claim"). Such Claims Notice shall be accompanied by a reasonably full description of the basis for such claim and reference to the representation or warranty with respect to which such Indemnity Claim is asserted.
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Claims by purchaser. The purchaser can make a claim (whether for compensation or not) before completion only by serving it with a statement of the amount claimed, and if the purchaser makes one or more claims before completion.
Sample 1
Claims by purchaser. If, at any time and from time to time on or prior to the one year anniversary of the date hereof, the Purchaser incurs any Losses for which it is entitled to be indemnified in accordance with Sections 8.1 and 8.2 of the Purchase Agreement, the Purchaser shall deliver to the Seller and the Escrow Agent written notice (a "Loss Notice") specifying the amount of any such Losses for which the Purchaser believes in good faith it is entitled to indemnification (the "Claimed Amount"). Such Loss Notice shall be accompanied by a reasonably full description of the basis for such claim and shall reference the provisions of the Purchase Agreement pursuant to which liability is asserted.
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Related to Claims by purchaser

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

  • Representations by Purchasers; Resale by Purchasers (a) Each Purchaser severally represents and warrants to the Company that it is an "accredited investor" within the meaning of Regulation D under the Securities Act.

  • Indemnity by Purchaser The Purchaser understands and acknowledges that the Company, its officers, directors, attorneys and agents are relying upon the representations, warranties and agreements made by the Purchaser to and with the Company herein and, thus hereby agrees to indemnify the Company, its officers and directors, agents, attorneys, and employees, and agrees to hold each of them harmless against any and all loss, damage, liability or exposure, including reasonable attorneys fee, that it or any of them may suffer, sustain, or incur by reason of or in connection with any misrepresentation or breach of warranty or agreement made by the Purchaser under this Agreement, or in connection with the sale or distribution by the Purchaser of the Shares in violation of the Act or any other applicable law.

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

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

  • Indemnification by Purchaser Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from:

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

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

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

  • Indemnification by Purchasers Each Purchaser shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising solely out of any untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser to the Company specifically for inclusion in such Registration Statement or such Prospectus or to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use therein, or to the extent that such information relates to such Purchaser or such Purchaser's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 6.2(c)(v)-(vii), the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective and prior to the receipt by such Purchaser of the Advice contemplated in Section 6.5. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation.

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