Sources of Recovery Sample Clauses
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Sources of Recovery. The amount of any Losses subject to indemnification pursuant to this Agreement (i) shall not be duplicative of any other Losses for which an indemnification Claim has been paid and (ii) shall be computed net of any amounts actually recovered by such Indemnified Party under any insurance policy with respect to such Losses (net of any costs and expenses incurred in obtaining such recovery and net of any resulting increase in premiums as a result of such Claim). The existence of a Claim by an Indemnified Party for monies from an insurer or other party shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by a Seller Indemnitor. Rather, the Seller Indemnitor shall make timely payment of the full amount of Losses determined to be due and owing by it, and if the Indemnified Party later actually recovers insurance or other proceeds in respect of such Losses then the Indemnified Party shall promptly reimburse the Seller Indemnitor to the extent necessary to avoid double recovery of the same Losses. With respect to any Claim under Section 11.1(a) that is insured under any policy under the RWI Binder, the Indemnified Party shall use commercially reasonable efforts to first seek full recovery under such policy under the RWI Binder to the same extent as such Indemnified Party would if such Loss were not subject to indemnification hereunder. Any deductible attributable to Claims made shall be indemnifiable Losses. Nothing herein shall waive any Party’s common law duty to mitigate, as and to the extent such common law duty requires, any such Claim or liability upon and after becoming aware of any event or condition which could reasonably be expected to give rise to any Losses that are indemnifiable under this Article XI, provided, that the failure to so mitigate shall only reduce the rights of such Party to recover for Losses to the extent of the Losses that would have been avoided by such mitigation.
Sources of Recovery. To the extent a monetary obligation or payment is due and owing by the Owners to any Holdco Indemnitee pursuant to this Article 9, at the Indemnitor’s option, any such indemnification payment may be satisfied, as applicable, (i) pursuant to a forfeiture of a corresponding amount of any shares of CLNH then held by such Indemnitor, based on the fair market value (calculated by taking the average of the highest and lowest selling prices of the shares of CLNH) of such shares of CLNH as of the date of determination that such indemnification obligation is due and owing (by final nonappealable court order or agreement of the Indemnitor and Holdco Indemnitee); and/or (ii) by wire transfer of immediately available funds to the account or accounts designated in writing by Holdco Indemnitee within five (5) Business Days after it is established (by final nonappealable court order or agreement of the Indemnitor and Holdco Indemnitee) that Holdco Indemnitee is entitled to such payment under this Article 9.
Sources of Recovery. The Milestone Set-off shall be the sole and exclusive recourse for any and all payments that may become owing to the Immedica Indemnified Parties pursuant to a claim for indemnification under this Article VII (other than (A) pursuant to Section 7.2(d), (B) pursuant to Section 7.2(b) with respect to any breach of or failure to perform any covenant or obligation contained in this Agreement that by its terms contemplates performance thereof following the Closing and such breach remains uncured for a period greater than sixty (60) days after Immedica provides written notice of such breach, and (C) with respect to willful misconduct or intentional fraud (collectively, the “Excluded Indemnity Matters”)); provided that (i) the Immedica Indemnified Parties shall not be entitled to recover any Loss (or series of related Losses) against Aeglea or any of its Subsidiaries (other than by means of a Milestone-Setoff) with respect to an Excluded Indemnity Matter referred to in the foregoing clause (B) unless and until such Loss (or series of related Losses) equals or exceeds $100,000 and (ii) following May 22, 2026, the Immedica Indemnified Parties shall not be entitled to recover any Loss against Aeglea or any of its Subsidiaries (other than by means of a Milestone-Setoff) with respect to an Excluded Indemnity Matter referred to in the foregoing clause (A), except to the extent an Indemnification Claim in respect of such Loss was first made prior May 22, 2026 (it being understood, for the avoidance of doubt, that nothing in this proviso shall limit or otherwise affect an Immedica Indemnified Party’s rights to recover Losses at any time with respect to an Excluded Indemnity Matter by means of a Milestone-Setoff). No claim for indemnification under this Article VII by the Immedica Indemnified Parties shall be asserted against, and the Immedica Indemnified Parties shall not be entitled to indemnification from, Aeglea or any of its Subsidiaries for a claim for indemnification under Article VII (other than in respect of the Excluded Indemnity Matters, but subject to the proviso in this Section 7.6) except to the extent such recourse is limited to Milestone Set-Offs. For the avoidance of doubt, nothing in this Section 7.6 shall limit or otherwise affect Immedica’s right to specific performance as provided in Section 9.3.
Sources of Recovery. Other than in the case of Claims based on Fraud, except as specifically provided below, the sole and exclusive remedy of each Buyer Indemnified Party in respect of any Claim arising under Sections 9.04
Sources of Recovery. The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.
Sources of Recovery. (a) Notwithstanding anything to the contrary herein, where a Purchaser Indemnified Person is entitled to Damages as a result of the breach or inaccuracy of the representations and warranties of the Holdcos 2, the Principals and Trusts pursuant to Section 14.1(a) those Damages will be satisfied from the following sources in the following order:
(i) first, from the Indemnity Escrow Amount until the Indemnity Escrow Amount has been reduced to nil and all funds therein have been released in accordance with the Escrow Agreement;
(ii) subject to the provisions of Section 14.8(b), then, from the coverage provided under the R&W Insurance Policy, up to the R&W Insurance Policy’s coverage limit; and
(iii) then, but only in respect of Damages payable by the Holdcos 2, the Principals and the Trusts for claims based on Damages arising out of Fraud, Tax Liabilities, Tax Representation, Specific Indemnifications and Fundamental Representations, to the extent such Damages are not covered under, or exceed the limitation of coverage available under, the R&W Insurance Policy and the Indemnity Escrow Amount, by direct recovery from the Holdcos 2, the Principals and the Trusts or any of them.
(b) Notwithstanding any provisions of this Agreement, for indemnifiable matters other than Sections 14.1(a), 14.2(a)(i) and 14.2(b)(i), including for (i) Damages arising out of Fraud, Tax Liabilities and Tax Representations by any Indemnifying Party, or (ii) the indemnities ensuing from the Specific Indemnifications, the Purchaser shall be entitled to claim direct recovery of Damages from the relevant Indemnifying Party.
(c) Nothing in this Section 14.10 shall affect any right of set-off available to the Purchaser pursuant to Section 14.16.
Sources of Recovery. (a) Subject to the other applicable limitations of liability set forth in this Article VII, all amounts payable by any Seller to any of the Purchaser Indemnified Parties pursuant to Section 7.02 shall be paid first by Sellers up to the retention amount outstanding under the R&W Insurance Policy, and second from the R&W Insurance Policy (if and to the extent covered thereby), and third directly from the Seller Indemnifying Parties and each Seller Indemnifying Party shall, subject to Section 7.04, be liable for such Seller Indemnifying Party’s Georgia LLC Equity Percentage of such Losses.
(b) If a Purchaser Indemnified Party is entitled to be indemnified for Losses in the case of Fraud of the Target or intentional breach by the Target, or pursuant to Section 7.02(b) for a breach of a Seller Fundamental Representation by the Target, then such Purchaser Indemnified Party shall, subject to Section 7.06(a), be entitled to recover such Losses directly from the Seller Indemnifying Parties, and each Seller Indemnifying Party shall, subject to Section 7.04 and this Section 7.06, be liable for such Seller Indemnifying Party’s Georgia LLC Equity Percentage of such Losses. If a Purchaser Indemnified Party is entitled to be indemnified for Losses in the case of Fraud of a Seller or intentional breach by a Seller, or pursuant to Section 7.02(b), then such Purchaser Indemnified Party shall, subject to Section 7.06(a), be entitled to recover such Losses directly from such Seller, and such Seller shall, subject to Section 7.04 and this Section 7.06, be liable for the full amount of such Losses.
Sources of Recovery. The Buyer shall have the right, in its sole discretion, to withhold and set off the amount of Losses owed by the Owners or the Seller with respect to a breach of or inaccuracy of any of the representations and warranties set forth in Section 9.2(a) against: (i) any Excess that would otherwise be payable to the Seller pursuant to Section 2.9, (ii) any Earnout Payment due pursuant to Section 2.12, (iii) the One Year Anniversary Payment that would otherwise be payable to the Seller pursuant to Section 2.13 or (iv) any distributions due to the Seller under the Amended and Restated Limited Liability Company Agreement; provided, however, that solely in the case of any such Losses with respect to a breach of or inaccuracy of any of the representations and warranties set forth in Article IV, the Seller Fundamental Representations or Extended Representations pursuant to Section 9.2(a)(i), or for Losses pursuant to Sections 9.2(a)(ii)-9.2(a)(viii), the Buyer shall have the right to recover such Losses from the Owners or the Seller by demanding payment within twenty (20) Business Days.
Sources of Recovery. (a) The Parent and the Merger Sub hereby agree and acknowledge that its right to any payment to be made pursuant to Article XI (together with the Parent’s rights under the Escrow Agreement) shall be the Parent Indemnified Parties’ sole and exclusive source of recovery for any amounts owing to the Parent pursuant to Article XI.
(b) The Parent hereby agrees and acknowledges that right to any payment to be made pursuant to Section 3.03(g)(i) shall be the Parent’s sole and exclusive source of recovery for any amounts owing to the Parent pursuant to Section 3.03(g)(i).
(c) The Representative (on behalf of the Indemnifying Securityholders) hereby agrees and acknowledges that right to any payment to be made pursuant to Section 3.03(g)(ii) shall be the Representative’s (on behalf of the Indemnifying Securityholders) sole and exclusive source of recovery for any amounts owing to the Representative (on behalf of the Indemnifying Securityholders) pursuant to Section 3.03(g)(ii).
Sources of Recovery. Subject to Section 7.3, claims made by a Purchaser Related Person for Damages: (a) pursuant to Section 7.2(a)(i) shall be satisfied in the following order: (i) first, subject to the Deductible, against the Indemnity Escrow Amount held pursuant to the Escrow Agreement; and (ii) second, by recovery under the R&W Insurance Policy up until the point at which the coverage under the R&W Insurance Policy has been exhausted by virtue of the policy limit being exceeded or coverage being denied; (b) pursuant to Section 7.2(a)(iii) or Section 7.2(a)(iv) shall be satisfied against the Indemnity Escrow Amount held pursuant to the Escrow Agreement; and (c) pursuant to Section 7.2(a)(ii), Section 7.2(a)(v) or Section 7.2(a)(vi) shall be satisfied by the Vendors or against the Indemnity Escrow Amount, at the Purchaser’s option.