Order of Recourse for General and Fundamental Representations Sample Clauses

Order of Recourse for General and Fundamental Representations. In the event the Indemnitees are entitled to recover Damages under Section 10.2(a) or Section 10.2(b) for breaches of General Representations or Fundamental Representations, the Indemnitees shall seek to recover such Damages in the following order: (i) first, from the Indemnification Escrow Fund, to the extent the amount of cash remaining in the Indemnification Escrow Fund exceeds the Claimed Amounts under all then pending but unresolved Indemnification claims; (ii) second (other than with respect to Damages for inaccuracies in or breaches of any Uninsured Representations), from the R&W Insurer under the R&W Insurance Policy, to the extent of the dollar amount of coverage under the R&W Insurance Policy (not counting any applicable retention, deductible or basket) that (A) remains available at such time under the R&W Insurance Policy to insure Parent or the Purchaser with respect to the particular representations and warranties at issue and (B) is not subject at such time to pending but unresolved claims; and (iii) third, pursuant to the Purchaser’s rights of deduction, withholding and setoff with respect to any Contingent Payments; provided, however, that the Indemnitees need not make a claim against, or otherwise proceed to seek recovery under, the R&W Insurance Policy with respect to such Damages [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission Confidential treatment has been requested with respect to portions of this agreement. (and may proceed immediately to exercise their rights of deduction, withholding and setoff with respect to Contingent Payments) to the extent the Purchaser believes in good faith that such Damages would reasonably be expected to be excluded from coverage under the R&W Insurance Policy.
Sample 1
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Related to Order of Recourse for General and Fundamental Representations

  • Additional Representations Section 3 is hereby amended by adding at the end thereof the following Subparagraphs:

  • General Representations Each Party hereby represents and warrants to the other Party as follows:

  • Nonsurvival of Representations, Warranties and Agreements None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms apply in whole or in part after the Effective Time.

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

  • Nonsurvival of Representations, Warranties and Covenants None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing and (b) this Article X and any corresponding definitions set forth in Article I.

  • Mutual Representations Each party hereby represents and warrants to the other party as follows:

  • Survival of Representations, Warranties and Covenants after the --------------------------------------------------------------- Effective Time. The representations and warranties contained herein and in any -------------- certificate or other writing delivered pursuant hereto shall not survive the Effective Time or the termination of this Agreement. The covenants contained in Articles 2, 3, 7 and 11 shall survive the Effective Time.

  • Survival of Representations All representations and warranties made herein or in any other Loan Document or in certificates given pursuant hereto or thereto shall survive the execution and delivery of this Agreement and the other Loan Documents, and shall continue in full force and effect with respect to the date as of which they were made as long as any credit is in use or available hereunder.

  • Additional Representations and Covenants of the Distributor The Distributor hereby represents, warrants and covenants to the Trust, which representations, warranties and covenants shall be deemed to be continuing throughout the term of this Agreement, that:

  • Truth of Representations All of these representations shall be true as of the Closing and shall survive the Closing for a period of one year.

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