Order of Claims Sample Clauses

Order of Claims. The Xxxxxxxx Guarantor waives any right it may have to require Xxxxx first to proceed against or claim payment from Xxxxxxxx before claiming against it under this Article XIII.
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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. 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. 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. 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. (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.
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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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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. 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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Related to Order of Claims

  • Waiver of Claims 9.1. The CONTRACTOR's acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against the CITY arising out of this Agreement or otherwise related to the Project, except those previously made in writing and identified by the CONTRACTOR as unsettled at the time of the final payment. Neither the acceptance of the CONTRACTOR's services nor payment by the CITY shall be deemed to be a waiver of any of the CITY's rights against the CONTRACTOR.

  • 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.

  • Release and Waiver of Claims In consideration of the severance payments and other benefits to which I have become entitled, pursuant to that certain letter agreement between Corsair Memory, Inc., a Delaware corporation (the “Company”), and myself dated , 20 (the “Severance Agreement”), in connection with the termination of my employment, I, , hereby furnish the Company with the following release and waiver (“Release and Waiver”). I hereby release and forever discharge the Company, its officers, directors, agents, employees, stockholders, successors, assigns and affiliates from any and all claims, liabilities, demands, causes of action, costs, expenses, attorney fees, damages, indemnities and obligations of every kind and nature, in law, equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or relating to my employment with the Company and the termination of that employment, including (without limitation) claims of wrongful discharge, emotional distress, defamation, fraud, breach of contract, breach of the covenant of good faith and fair dealing, discrimination claims based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Americans with Disability Act, contract claims, tort claims, and wage or benefit claims, including but not limited to, claims for salary, bonuses, commissions, stock grants, stock options, vacation pay, fringe benefits, severance pay or any other form of compensation (other than the severance payments and benefits to which I am, pursuant to the express provisions of the Severance Agreement, entitled in connection with my termination of employment, my vested rights under the Company’s Section 401(k) Plan and any worker’s compensation benefits under any Company workers’ compensation insurance policy or fund). In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” This Release and Waiver does not pertain to any claims which may subsequently arise in connection with the Company’s default in any severance payment obligations under the Severance Agreement. I acknowledge that, among other rights subject to this Release and Waiver, I am hereby waiving and releasing any rights I may have under ADEA, that this release and waiver is knowing and voluntary, and that the consideration given for this release and waiver is in addition to anything of value to which I was already entitled as an executive of the Company. I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that: (a) the release and waiver granted herein does not relate to claims which may arise after this release and waiver is executed; (b) I have the right to consult with an attorney prior to executing this release and waiver (although I may choose voluntarily not to do so); and if I am over 40 years old upon execution of this; (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this release and waiver (although I may choose voluntarily to execute this release and waiver earlier); (d) I have seven (7) days following the execution of this release and waiver to revoke my consent to this release and waiver; and (e) this release and waiver shall not be effective until the seven (7)-day revocation period has expired. Date: Signature: Print Name:

  • 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.

  • 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.

  • Notification of Claims In order that the indemnification provisions contained in this Section shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent.

  • Payment of Claims A. If advance payment of all or a portion of the Grant funds is permitted by statute or regulation, and the State agrees to provide such advance payment, advance payment shall be made only upon submission of a proper claim setting out the intended purposes of those funds. After such funds have been expended, Grantee shall provide State with a reconciliation of those expenditures. Otherwise, all payments shall be made thirty five (35) days in arrears in conformance with State fiscal policies and procedures. As required by IC § 4-13-2-14.8, all payments will be by the direct deposit by electronic funds transfer to the financial institution designated by the Grantee in writing unless a specific waiver has been obtained from the Indiana Auditor of State.

  • Notification and Defense of Claims The Indemnitee agrees promptly to notify the Indemnitor in writing upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder, but the failure so to notify the Indemnitor will not relieve the Indemnitor from any liability that the Indemnitor may have to Indemnitee under this Agreement unless the Indemnitor is materially prejudiced thereby. With respect to any such Proceeding as to which Indemnitee notifies the Indemnitor of the commencement thereof:

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