Sources of Recovery; Order of Recovery Sample Clauses

Sources of Recovery; Order of Recovery. (i) The Parent Indemnified Parties will be entitled to indemnification pursuant to Section 7.2 (other than indemnification pursuant to Section 7.2(c) or Section 7.2(d), for which the order of recovery is governed by Section 7.4(b)(ii)) in the following order: (A) first, the Parent Indemnified Parties will be entitled to indemnification from the Indemnity Escrow Fund (to the extent the Indemnity Escrow Fund has sufficient funds available) and (B) thereafter, the Parent Indemnified Parties will be entitled to recover such amounts by setting off such amounts against any future Earnout Payments not yet paid to the Equityholders pursuant to Section 1.14, which such amounts shall be set off with respect to each Equityholder in accordance with such Equityholder’s Pro Rata Portion when such future Earnout Payment is otherwise paid. (ii) The Parent Indemnified Parties will be entitled to indemnification pursuant to Section 7.2(c) or Section 7.2(d) in the following order: (A) first, the Parent Indemnified Parties will be entitled to indemnification from the Adjustment Escrow Fund (to the extent the Adjustment Escrow Fund has sufficient funds available), (B) second, the Parent Indemnified Parties will be entitled to indemnification from the Indemnity Escrow Fund (to the extent the Indemnity Escrow Fund has sufficient funds available) and (C) thereafter, the Parent Indemnified Parties will be entitled to recover such amounts by setting off such amounts against any future Earnout Payments not yet paid to the Equityholders pursuant to Section 1.14, which such amounts shall be set off with respect to each Equityholder in accordance with such Equityholder’s Pro Rata Portion when such future Earnout Payment is otherwise paid. (iii) It is understood and agreed that no Parent Indemnified Party shall have any right to indemnification directly from any Equityholder (including with respect to any amounts from the Adjustment Escrow Fund that have been released to the Equityholders as contemplated by Section 1.9(d), amounts from the Indemnity Escrow Fund that have been released to the Equityholders as contemplated by Section 7.6, or in respect of any Earnout Payments that have been paid to the Equityholders as contemplated by Section 1.14). The Parent Indemnified Parties’ sole and exclusive source of recovery for indemnification pursuant to this Agreement shall be to the Adjustment Escrow Fund, the Indemnity Escrow Fund and set-off against the Earnout Payments, in each case, sole...
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Related to Sources of Recovery; Order of Recovery

  • Allocation of Recovery Under the Bond In the event Actual Loss is suffered by any two or more of the Funds, any recovery under the Bond will be allocated among such Funds in the following manner: a. If the Fidelity Coverage exceeds or is equal to the amount of the combined Actual Losses of the Funds suffering Actual Loss, then each such Fund shall be entitled to recover the amount of its Actual Loss. b. If the amount of Actual Loss of each Fund suffering Actual Loss exceeds its Minimum Coverage Requirement and the amount of the Funds' combined Actual Losses exceeds the Fidelity Coverage, then each Fund shall be entitled to recover (i) its Minimum Coverage Requirement, and (ii) to the extent there exists Excess Coverage, the proportion of the Excess Coverage which its Minimum Coverage Requirement bears to the amount of the combined Minimum Coverage Requirements of the Funds suffering Actual Loss; provided, however, that if the Actual Loss of any of such Funds is less than the sum of (i) and (ii) of this subpart (b), then such difference shall be recoverable by the other Funds in proportion to their relative Minimum Coverage Requirements. c. If (i) the amount of Actual Loss suffered by any Fund is less than or equal to its Minimum Coverage Requirement, (ii) the amount of Actual Loss of the other Funds exceeds its or their Minimum Coverage Requirement(s) and (iii) the amount of the combined Actual Losses of the Funds exceeds the Fidelity Coverage, then any Fund which has suffered an amount of Actual Loss less than or equal to its Minimum Coverage Requirement shall be entitled to recover its Actual Loss. If only one other Fund has suffered Actual Loss, it shall be entitled to recover the amount of the Fidelity Coverage remaining. If more than one other Fund has suffered Actual Loss in excess of the remaining coverage, they shall allocate such remaining coverage in accordance with Section III(b) of this Agreement.

  • Sharing of Recoveries Each Purchaser agrees that if it receives any recovery, through set-off, judicial action or otherwise, on any amount payable or recoverable hereunder in a greater proportion than should have been received hereunder or otherwise inconsistent with the provisions hereof, then the recipient of such recovery shall purchase for cash an interest in amounts owing to the other Purchasers (as return of Capital or otherwise), without representation or warranty except for the representation and warranty that such interest is being sold by each such other Purchaser free and clear of any Adverse Claim created or granted by such other Purchaser, in the amount necessary to create proportional participation by the Purchaser in such recovery. If all or any portion of such amount is thereafter recovered from the recipient, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

  • Allocation of Recoveries (a) If more than one of the parties hereto is damaged in a single loss for which recovery is received under the policy, each such party shall receive that portion of the recovery which represents the loss sustained by that party, unless the recovery is inadequate to fully indemnify such party sustaining loss. (b) If the recovery is inadequate to fully indemnify each such party sustaining a loss, the recovery shall be allocated among such parties as follows: (i) Each Party sustaining a loss shall be allocated an amount equal to the lesser of its actual loss or the minimum amount of policy which would be required to be maintained by such party under a single insured policy (determined as of the time of loss) in accordance with the provisions of Rule 17d-1(d)(7). (ii) The remaining portion of the proceeds shall be allocated to each party sustaining a loss not fully covered by the allocation under subparagraph (i) in the proportion that each such party's last payment of premium bears to the sum of the last such premium payments of all such parties. If such allocation would result in any party which had sustained a loss receiving a portion of the recovery in excess of the loss actually sustained, such excess portion shall be allocated among the other parties whose losses would not be fully indemnified. The allocation shall bear the same proportion as each such party's last payment of premium bears to the sum of the last premium payments of all parties entitled to receive a share of the excess. Any allocation in excess of a loss actually sustained by any such party shall be reallocated in the same manner.

  • Notices of Record Date, etc In case: (a) the Company shall take a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend) or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or (b) of any capital reorganization of the Company (other than a stock split or reverse stock split), any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) or any conveyance of all or substantially all of the assets of the Company to another corporation; or (c) of any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail or cause to be mailed to each holder of the Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, is to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the date therein specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said date.

  • Notices of Record Date In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend which is the same as cash dividends paid in previous quarters) or other distribution, the Company shall mail to the Holder, at least ten (10) days prior to the date specified herein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution.