DETERMINED CLAIMS Sample Clauses

DETERMINED CLAIMS. Any claims by the Purchasers against a Seller or Clariant Corp. pursuant to this Agreement which have been acknowledged (anerkannt) in writing by such Seller or Clariant Corp. or have been established by a final decision (rechtskräftig festgestellt) of a competent court (Gericht) or competent arbitral tribunal (Schiedsgericht) or a Neutral Expert in Section 4.7(b) or 5.1(f) or the Environmental Expert pursuant to Section 17.1 shall be satisfied first in cash up to the cash consideration (cash portion of the Purchase Price received upon Closing plus cash proceeds received on the principal amount of the Vendor Loan Notes) actually received by each Seller or Clariant Corp. (as appropriate) and once all such cash proceeds are exhausted thereafter by set-off or assignment of claims under the Vendor Loan Note Instruments (with Purchasers undertaking to procure that such set-off and assignments may be made and assuming such Vendor Loan Notes have a maximum redemption value as if maturing on the date of such set off or assignment). Otherwise such claims may only be set-off if the rights or claims to be set-off (including, for payment claims, the amount) have been acknowledged (anerkannt) in writing by a Purchaser or have been established by a final decision (rechtskräftig festgestellt) of a competent court (Gericht) or competent arbitral tribunal (Schiedsgericht) or a Neutral Expert in Section 4.7(b) or 5.1(f) or the Environmental Expert pursuant to Section 17.1.