Order of Claims Sample Clauses

Order of Claims. The Xxxxx Guarantor waives any right it may have to require Xxxxxxxx first to proceed against or claim payment from Xxxxx before claiming against it under this Article XII.
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Order of Claims. The amount of any Losses (except in the case of fraud, intentional misrepresentation or willful misconduct) shall be recoverable by Buyer first through recourse to the Escrow Fund and, if the Escrow Fund is exhausted, then with full recourse to the Seller Indemnifying Party. In the case of fraud, intentional misrepresentation or willful misconduct, Buyer may seek any remedy to which it is entitled under law or equity.
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Order of Claims. (i) To the extent the Purchaser Indemnitees are entitled to indemnification for Warranty Breaches pursuant to Section 9.1(a)(i) (other than with respect to Fundamental Representations), then, subject to the De Minimis Threshold and the Deductible, the Purchaser Indemnitees will seek payment for such Damages (A) first from the Seller until the retention under the R&W Policy has been reached with respect to all Damages for such Warranty Damages (but, for the avoidance of doubt, subject to the Cap), (B) second, if the retention under the R&W Policy is exceeded and the claim is covered by the R&W Policy, then by collecting insurance proceeds from the R&W Policy and (C) third, solely with respect to any claim for indemnification made for any breach of Sections 3.5(c), 3.5(d), 3.5(e), 3.5(f) or the last sentence of Section 3.13, if the claim is not covered by the R&W Policy or if the R&W Policy limitation is exceeded, then by collecting from the Seller, until the Overall Cap is reached. (ii) To the extent the Purchaser Indemnitees are entitled to indemnification pursuant to (x) Section 9.1(a)(i) for breaches of a Fundamental Representation, or (y) Section 9.1(a)(iv) or Section 9.1(a)(v), the Purchaser Indemnitees will seek payment for such Damages (A) first from the Seller until the retention under the R&W Policy has been reached with respect to all Damages under this Agreement, (B) second, if the retention under the R&W Policy is exceeded and the claim is covered by the R&W Policy, then by collecting insurance proceeds from the R&W Policy, (C) third, if the claim is not covered by the R&W Policy or if the R&W Policy limitation is exceeded, then by collecting from the Seller, in each case until the Purchase Price Cap is reached (except in the case of a claim under Section 9.1(a)(v), Damages shall be subject to the Overall Cap). (iii) To the extent the Purchaser Indemnitees are entitled to indemnification pursuant to Section 9.1(a)(ii), the Purchaser Indemnitees will seek payment for such Damages from the Seller until the Purchase Price Cap is reached. (iv) To the extent the Purchaser Indemnitees are entitled to indemnification pursuant to Section 9.1(a)(iii), the Purchaser Indemnitees will seek payment for such Damages from the Seller. (v) For the avoidance of doubt, the Parties acknowledge and agree that, except for Damages relating to Fraud by the Seller or the Company or Fundamental Representations, (A) the amount of the Cap and the R&W Policy shall be the so...
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Order of Claims. Except in the case that a Seller is declared bankrupt or has been granted a moratorium of payments, the Purchaser shall first submit a claim under the Guaranteed Obligations to Sellers. Only if the respective Sellers fail to perform promptly (but in no event no later than 7 (seven) Business Days) such Guaranteed Obligations in full, may the Purchaser submit a claim to such Sellers’ Shareholder. The Shareholders shall have the same rights, defences and remedies as the Sellers under this Agreement and Applicable Laws. Signature copy
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Order of Claims. Losses indemnifiable by the Seller pursuant to Section 9.2 shall first be payable to the Purchaser Indemnified Parties by wire transfer of immediately available funds to the account or accounts designated by the Purchaser Indemnified Parties from the Escrow Fund. Purchaser shall have the ability to pursue the recovery of Losses in excess of the Escrow Fund from the Purchaser R&W Insurance Policy in accordance with the procedures and subject to the limitations set forth therein.
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Order of Claims. Purchaser hereby acknowledges that prior to asserting any claim for indemnification against Sellers, all indemnification claims and any indemnification payments to Purchaser resulting therefrom under this Agreement shall be made exclusively out of the Escrow Fund. Purchaser hereby further acknowledges that unless and until there remains no amount on deposit in the Escrow Fund, whether as a result of indemnification claims or release of funds pursuant to the terms of the Escrow Agreement, Purchaser’s sole and exclusive remedy for indemnification claims hereunder or for any claims relating to the Contemplated Transactions shall be a claim against the Escrow Fund, pursuant to the provisions set forth in this Section 9.
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Order of Claims. Losses indemnifiable by the Shareholders pursuant to Section 8.02 shall first be payable to the Buyer Indemnified Parties by Xxxxxxx, either (i) by wire transfer of immediately available funds to the account or accounts designated by the Buyer Indemnified Parties, or (ii) by forfeiting that number of Xxxxxxx Shares held in the Escrow Fund (valued at the Agreed Stock Value and rounded up to the nearest whole number of Xxxxxxx Shares) equal to such Losses, by joint written instruction of Buyer, the Shareholder Representatives and Xxxxxxx instructing the Escrow Agent to release such number of Xxxxxxx Shares to Buyer pursuant to the terms of the Escrow Agreement; provided, that the decision between clauses (i) and (ii) shall be in Xxxxxxx’x sole discretion. If Xxxxxxx elects to pay any such Losses pursuant to clause (i) of this Section 8.05(a), then the Shareholder Representatives, Buyer and Xxxxxxx shall promptly, but in any event no later than one (1) Business Day after confirmation by Buyer that the corresponding wire transfer has been received by Buyer, deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to release to Xxxxxxx that number of Xxxxxxx Shares held in the Escrow Fund (valued at the Agreed Stock Value for each Xxxxxxx Share and rounded up to the nearest whole number of Xxxxxxx Shares) corresponding to the amount so paid by Xxxxxxx in such wire transfer to the Buyer Indemnified Parties, in accordance with the terms of the Escrow Agreement. If any Losses indemnifiable by the Shareholders pursuant to Section 8.02 exceed the then-current balance of the Escrow Fund (valued at the Agreed Stock Value for each Xxxxxxx Share held therein), then such excess shall be payable by each Shareholder, severally, and not jointly, in proportion to their Pro-Rata Share, up to the Cap or the Merger Consideration Cap, as applicable, and pursuant to the Indemnity Agreement.
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Order of Claims. Subject to paragraph 6.1 above, if the Buyer is entitled to make a claim in respect of any act, event or default, based on any of the Warranties and also on the Tax Covenant the Buyer shall be free to choose (in its absolute discretion) whether to bring a Warranty Claim and/or a Tax Claim.
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Order of Claims. Any claim by Buyer against the Company or any Beneficiary for recovery of indemnifiable damages pursuant to this Article IX or any other provision of this Agreement shall be first made against the value of the Escrow Funds before the claimant may proceed against the Beneficiaries for any remaining amounts due by the Beneficiaries. Any claim by Buyer against the Beneficiaries for indemnification with respect to the Massachusetts Big S Tax shall be first made against the value of the Tax Escrow Funds before Buyer may proceed against the Beneficiaries for any remaining amounts due by the Beneficiaries with respect to the Massachusetts Big S Tax.
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Related to Order of Claims

  • Waiver of Claims Except as otherwise provided in this Agreement, EACH ASSIGNOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL AGENT’S TAKING POSSESSION OR THE COLLATERAL AGENT’S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES, and each Assignor hereby further waives, to the extent permitted by law: (i) all damages occasioned by such taking of possession or any such disposition except any damages which are the direct result of the Collateral Agent’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision); (ii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder; and (iii) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any applicable law in order to prevent or delay the enforcement of this Agreement or the absolute sale of the Collateral or any portion thereof, and each Assignor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such laws. Any sale of, or the grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the relevant Assignor therein and thereto, and shall be a perpetual bar both at law and in equity against such Assignor and against any and all Persons claiming or attempting to claim the Collateral so sold, optioned or realized upon, or any part thereof, from, through and under such Assignor.

  • Waiver of Claim To the extent permitted by applicable Requirements of Law, no party to this Agreement shall assert, and each hereby waives, any claim against any other party hereto, any Loan Party and/or any Related Party of any thereof, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof, except, in the case of any claim by any Indemnitee against the Borrower, to the extent such damages would otherwise be subject to indemnification pursuant to the terms of Section 9.03.

  • Arbitration of Claims The parties shall submit all Claims (as defined in Exhibit E) arising under this Agreement or any other Transaction Document or any other agreement between the parties and their affiliates or any Claim relating to the relationship of the parties to binding arbitration pursuant to the arbitration provisions set forth in Exhibit E attached hereto (the “Arbitration Provisions”). For the avoidance of doubt, the parties agree that the injunction described in Section 9.3 below may be pursued in an arbitration that is separate and apart from any other arbitration regarding all other Claims arising under the Transaction Documents. The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and are severable from all other provisions of this Agreement. By executing this Agreement, Company represents, warrants and covenants that Company has reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that Company will not take a position contrary to the foregoing representations. Company acknowledges and agrees that Investor may rely upon the foregoing representations and covenants of Company regarding the Arbitration Provisions.

  • Transfer of Claims The Restructuring Support Parties agree, with the exception of the permitted transfers and purchases enumerated in (a) and (b) below, that no Restructuring Support Party will, directly or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, or otherwise transfer or dispose of, any economic, voting or other rights in or to, by operation of law or otherwise (collectively, “Transfer”), all or any portion of its First Xxxx Xxxx Claims or First Lien Bank Claims now or hereafter owned, and no such Transfer will be effective, unless the transferee executes and provides to the Company and counsel to the Consenting Creditors a transfer agreement in the form attached hereto as Exhibit E within two (2) Business Days of the execution of an agreement (or trade confirmation) in respect of such Transfer. For the avoidance of doubt, the Caesars Parties agree that any such transfer agreement shall be included in the definition of “Confidential Claims Information” in Section 5(a)(iii) hereof. In addition to the foregoing Transfer, the following Transfers shall be permitted: (a) any Transfer by one Consenting Creditor to an Affiliate of such Consenting Creditor or one or more of its affiliated funds or an affiliated entity or entities with a common investment advisor or investment manager (in each case, other than portfolio companies); provided that, for the avoidance of doubt, any transferee under this Section 12(a) shall be deemed a Consenting Creditor for purposes of this Agreement, effective as of the date of the Transfer, and any transferor under this Section 12(a) shall remain liable in all respects for any breach of this Agreement by such transferee; and (b) any Transfer by one Consenting Creditor to another Consenting Creditor. Any Transfer of any Restructuring Support Party’s First Xxxx Xxxx Claims or First Lien Bank Claims that does not comply with the foregoing shall be deemed void ab initio; provided, however, for the avoidance of doubt, that upon any purchase, acquisition, or assumption by any Restructuring Support Party of any Claims (including but not limited to First Xxxx Xxxx Claims and First Lien Bank Claims), such Claims shall automatically be deemed to be subject to all the terms of this Agreement. The restrictions in this Agreement are in addition to any Transfer restrictions in the Credit Agreement, the First Lien Indentures, and Non-First Lien Indentures, and in the event of a conflict the Transfer restrictions contained in this Agreement shall control; provided, however, that nothing herein shall restrict, waive, or suspend any consent right the Company may have with respect to any Transfer. Notwithstanding the foregoing, a Qualified Marketmaker, acting solely in its capacity as such, that acquires any First Xxxx Xxxx Claim or First Lien Bank Claim subject to this Agreement shall not be required to execute a Transfer Agreement or otherwise agree to be bound by the terms and conditions set forth herein if, and only if, such Qualified Marketmaker sells or assigns such First Xxxx Xxxx Claim or First Lien Bank Claim within ten (10) Business Days of its acquisition and the purchaser or assignee of such First Xxxx Xxxx Claim or First Lien Bank Claim is a Consenting Creditor or an entity that executes and provides a Transfer Agreement in accordance with the terms set forth herein; provided that if a Qualified Marketmaker, acting solely in its capacity as such, acquires First Xxxx Xxxx Debt or First Lien Bank Debt from an entity who is not a Consenting Creditor with respect to such debt (collectively, “Qualified Unrestricted Claims”), such Qualified Marketmaker may Transfer any right, title or interest in such Qualified Unrestricted Claims without the requirement that the transferee execute a Transfer Agreement; provided further that any such Qualified Marketmaker that is a Party to this Agreement shall otherwise be subject to the terms and conditions of this Agreement (including Section 2(a)(iii) hereof) with respect to Qualified Unrestricted Claims pending the completion of any such Transfer. Notwithstanding anything herein to the contrary: (a) to the extent that a Restructuring Support Party effects the Transfer of all of its Claims in accordance with this Agreement, such Restructuring Support Party shall cease to be a Party to this Agreement in all respects and shall have no further obligations hereunder; provided, however, that if such Restructuring Support Party acquires a Claim at any point thereafter, it shall be deemed to be a Party to this Agreement on the same terms as if it had not effected a Transfer of all of its Claims; and (b) subject to Section 2(a)(iii) hereof, to the extent that a Restructuring Support Party effects the Transfer of a Claim that it holds as a participant (and not grantor) pursuant to a participation agreement with voting provisions substantially similar to those set forth in the form of participation agreement produced by the Loan Syndications & Trading Association, the transferee thereof shall not be required to execute a Transfer Agreement.

  • Release and Waiver of Claims (a) As used in this Release, the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. (b) For and in consideration of the Severance Benefits (as defined in the Change in Control Severance Agreement), and other good and valuable consideration, you, for and on behalf of yourself and your heirs, administrators, executors, and assigns, effective as of the Effective Date, do fully and forever release, remise, and discharge the Company, its direct and indirect parents, subsidiaries and affiliates, and their respective successors and assigns, together with their respective officers, directors, partners, stockholders, employees, and agents (collectively, the “Group”), from any and all claims whatsoever up to the date hereof which you had, may have had, or now have against the Group, whether known or unknown, for or by reason of any matter, cause or thing whatsoever, including any claim arising out of or attributable to your employment or the termination of your employment with the Company, whether for tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual orientation. This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, and the Equal Pay Act, each as may be amended from time to time, and all other federal, state and local laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. (c) You acknowledge and agree that as of the date you execute this Release, you have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph. (d) You specifically release all claims relating to your employment and its termination under ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. (e) Notwithstanding any provision of this Release to the contrary, by executing this Release, you are not releasing any claims relating to: (i) your rights with respect to the Severance Benefits and any other rights under your Change in Control Severance Agreement or any other written agreement by and between you and the Company that survive the termination of your employment; (ii) any rights to accrued, vested benefits that you have under the employee benefit and fringe benefit plans, programs and arrangements of the Group; (iii) any claims that cannot be waived by law and any claims that may arise after the date on which you sign this Release; (iv) any rights that you have as a stockholder of the Company or an equity holder of any member of the Group; or (v) any indemnification rights (including advancement and reimbursement of legal fees and expenses) you may have as a former officer or director of the Company or its subsidiaries or affiliates or coverage under directors and officers liability insurance.

  • Settlement of Claims The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others.

  • Submission of Claims 39 If Provider submits claims for Services rendered under this Contract, the following 40 requirements shall apply:

  • WAIVER OF CLAIMS AND INDEMNITY AGREEMENT In consideration of the Releasees accepting my application for a Season Pass and permitting my use of the lifts, ski runs, trails, terrain parks, race courses, restaurants, day lodge, parking, access roads and other ski area facilities (hereinafter “the premises”), I hereby agree as follows:

  • Defense of Claims Subject to the provisions of applicable policies of directors’ and officers’ liability insurance, if any, the Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume or lead the defense thereof with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee determines, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee has interests in the claim or underlying subject matter that are different from or in addition to those of other Persons against whom the Claim has been made or might reasonably be expected to be made, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim for all indemnitees in Indemnitee’s circumstances) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

  • Waiver of Claims; Indemnification To the fullest extent permitted by applicable law, You hereby release, waive, discharge and covenant not to xxx Us and Our Contractors for any liability to You, Your personal representatives, assigns, heirs, or successors in interest, or for any loss, damage or expenses, or any claims, demands or Actions therefore, arising from or related to, directly or indirectly, Our or Our Contractors' use of the rights and licenses granted in this Agreement to fulfill the Services and other obligations under this Agreement, including, but not limited to, claims for copyright or trademark infringement, infringement of moral rights, defamation, invasion of rights of privacy, rights of publicity, intrusion, false light, public disclosure of private facts, physical or emotional injury or distress or any similar claim or cause of action in tort, contract, or any other legal theory, now known or hereafter known in any jurisdiction throughout the world. For purposes of this Agreement, "Actions" include any litigation, lawsuit or administrative, governmental or other proceeding including, but not limited to, government investigations, inquiries, hearings, and other requests, or any appeal thereof. You acknowledge that You are solely and fully responsible for the content of the Manuscript and the Work and that We will not be liable to You, or to any third party or other person or entity for the content of Your Manuscript or the Work, regardless of whether We had any knowledge or could have reasonably known of any violation of Your above representations or that the Work or Manuscript otherwise violates law. You will fully indemnify and hold harmless, Us and Our Contractors, and each such entity’s officers, directors, employees, agents, insurers, contractors, successors, and permitted assigns from and against any claim, cause of action, demand, Action, proceeding, losses, liability, cost, expense (including reasonable attorneys’ fees) or damages arising out of or resulting from a breach of contract, including, but not limited to, any breach or alleged breach of any of Your foregoing representations, warranties, and obligations. Until any claim for indemnity hereunder has been fully satisfied, We may retain all payments due You, including Royalties, if any, and/or We may cease providing any further Services; and You will have no right to receive a Refund of any amounts paid by You to Us.

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