Order of Recourse. All obligations of the Seller pursuant to Section 7.2 shall be satisfied through the cancellation of Parent Shares issued at the Closing with a value equal to the value of the applicable indemnification obligation, at a price per share as determined by reference to average closing price of the Parent Shares on an applicable national securities exchange for the twenty (20) trading days immediately preceding the date on which such indemnification obligation of the Seller was finally determined in accordance with this ARTICLE VII.
Order of Recourse. Notwithstanding anything to the contrary contained in this Agreement:
Order of Recourse. Subject to Section 5.9(c):
(i) if Purchaser has (or claims to have) an indemnification claim under Section 5.2 (other than an indemnification claim under (x) Section 5.2(a)(i) related to an inaccuracy in or breach of any representation or warranty made in Section 2; or (y) Section 5.2(a)(iv)), Purchaser shall: (A) pursue such claim against the General Escrow Account prior to pursuing such claim against the R&W Insurance Policy; and (B) pursue such claim against the General Escrow Account and the R&W Insurance Policy (to the extent that the matter at issue is within the scope of the coverage provided by the R&W Insurance Policy) prior to pursuing such claim through its setoff rights under Section 5.8 or directly against any Seller;
(ii) if Purchaser has (or claims to have) an indemnification claim under Section 5.2(a)(i) related to an inaccuracy in or breach of any representation or warranty made in Section 2, Purchaser shall pursue such claim against the General Escrow Account prior to pursuing such claim (in any order, in its sole and absolute discretion): (A) against the R&W Insurance Policy; (B) through its setoff rights under Section 5.8; or (C) directly against the relevant Seller; and
(iii) if Purchaser has (or claims to have) an indemnification claim under Section 5.2(a)(iv), Purchaser shall: (A) if such claim is being made on or before the 365th day after the Closing Date, pursue such claim against the Special Escrow Account prior to pursuing such claim against the General Escrow Account; and (B) pursue such claim against the General Escrow Account prior to pursuing such claim through its setoff rights under Section 5.8.
Order of Recourse. Buyer’s rights to indemnification for Losses will be satisfied in the following order: (i) first, from the RWI Policy (if any, and to the extent covered thereby); and (ii) thereafter, from Sellers in accordance with, and subject to the limitations set forth in, this Agreement.
Order of Recourse. BORROWER and GUARANTOR are jointly and severally liable to LENDER for the obligations pursuant to this LOAN AGREEMENT and any related document thereto. In the event of a default hereunder, LENDER shall not be required to exhaust any or all remedies against BORROWER before proceeding against GUARANTOR.
Order of Recourse. Acquirer Indemnified Persons agree to seek recourse for all indemnification claims hereunder as follows: (i) first, from the Holdback Shares, to the extent that there are Holdback Shares then available to satisfy indemnification claims by Acquirer Indemnified Persons, (ii) second, by set-off against the Earnout Consideration and Contingent Consideration then due and payable to the Consideration Recipients pursuant to clause (d) below, and (iii) third, directly against the Consideration Recipients on a several, and not joint, basis in accordance with their respective Pro Rata Share.
Order of Recourse. Except in the event of Fraud, intentional misrepresentation or willful misconduct (which shall not be subject to this Section 9.6(h)), all claims by an Indemnitee for indemnification, compensation or reimbursement pursuant to this Section 9 shall be recovered: (a) first, from the Indemnity Holdback; (b) second, after complying with clause “(a)” (to the extent of the amount of the Indemnity Holdback then in effect), Parent shall have the right to withhold and deduct any sum that is or may be owed to any Indemnitee pursuant to this Section 9 from any Earnout Consideration that becomes payable or issuable to an Indemnitor pursuant to Section 1.9; and (c) third, after complying with clauses “(a)” and “
Order of Recourse. (i) In the event of any claims for Damages pursuant to this Agreement in respect of any matters (other than pursuant to Section 9.2(j)), and subject to all other limitations set out in this Article IX, the Indemnified Parties order of recourse shall be as follows: (i) first, from the General Escrow Amount, provided, that with respect to claims under Sections 9.2(a) 9.2(b) and 9.2(i), from the General Escrow Amount until the retention under the R&W Insurance Policy has been exhausted, (ii) second, from the R&W Insurance Policy (to the extent available and actually recoverable under the R&W Insurance Policy), and (iii) third, if Damages exceed the R&W Limit or the R&W Insurance Policy does not respond to such claim, again from the General Escrow Amount to the extent of the General Escrow Amount; provided, however, that notwithstanding anything herein to the contrary, only with respect to claims for Damages under 505026976.1
Order of Recourse. Subject to the other limitations set forth in this Article VIII, with respect to any Losses to which a Buyer Indemnitee is entitled under this Article VIII, such Buyer Indemnitee shall satisfy such Losses (i) first by set off against the next Contingent Payment payable, (ii) second, by set off against any dividends or proceeds payable on the Rollover Stock as provided in Section 8.08, (iii) third, provided the Loss is not satisfied pursuant to clauses (i) and (ii), through subsequent Contingent Payments, and (iv) and fourth, if and solely to the extent such Losses are based upon Fraud or intentional misconduct, or are with respect to Taxes, from Seller directly by way of cash payments.
Order of Recourse. Subject to the other limitations set forth in this ARTICLE VIII, with respect to any Losses to which a Buyer Indemnitee is entitled under this ARTICLE VIII, such Buyer Indemnitee shall satisfy such Losses (i) first from the Stock Indemnity Escrow, to the extent then available in accordance with Section 8.11; (ii) second, by set off against the Deferred Consideration, in accordance with Section 8.08; (iii) third, by set off against the 2022 Earnout Consideration, if any, in accordance with Section 8.08; and (iv) fourth, if and only to the extent permitted under this ARTICLE VIII, from the Seller directly.
