Order of Recovery. The Buyer Indemnitees shall recover any Adverse Consequences for which they are entitled to indemnification from Sellers under this ARTICLE 6
Order of Recovery. (i) Except in the case of the Fundamental Representations, Pre-Closing Covenants, Post-Closing Covenants, and fraud and/or as stipulated under Section 6.4, the Indemnitee’s sole and exclusive source of recovery for claims against Seller and its Affiliates under this Agreement will be coverage under the Representation and Warranty Policy. Purchaser expressly waives the right to recover any amount outside of or in excess of the Representation and Warranty Policy for any Loss arising from any breach of any
Order of Recovery. Subject to the limitations set forth in this Article 9, Indemnifiable Damages shall be recoverable:
Order of Recovery. From and after the Effective Time, any indemnification to which any of the Purchaser Indemnitees are entitled under this Agreement as a result of any Damages shall be satisfied as follows, the Purchaser Indemnitees shall seek to recover amounts in respect of such claims (i) first, by recouping (A) an amount equal to the Majority Shareholder’s Pro Rata Share of such Damages via reduction of the principal amount of the Majority Shareholder Note and (B) an amount equal to the Minority Shareholders’ aggregate Pro Rata Share of such Damages from the Escrow Funds until the Escrow Account is exhausted or released pursuant to the terms of the Escrow Agreement, (ii) second, if the Majority Shareholder Note and/or the Escrow Funds are not sufficient to pay the entire amount of the Majority Shareholder’s Pro Rata Share or the Minority Shareholders’ aggregate Pro Rata Share, respectively, of any such claim for indemnification, then from the R&W Policy to the extent such Damages are covered by the R&W Policy and exceed the remaining retention under the R&W Policy, and (iii) finally, to the extent the Damages exceed the principal amount of the Majority Shareholder Note and/or Escrow Funds, as applicable, the remaining retention under the R&W Policy, and coverage available under the R&W Policy with respect thereto, then directly from the Selling Shareholders in accordance with (x) each such Selling Shareholder’s Pro Rata Share and (y) the limitations set forth in this Section 11.3; provided, however, notwithstanding anything in this Section 11.3(d) to the contrary, any of the Purchaser Indemnitees shall be entitled to immediately seek recovery directly from a Selling Shareholder with respect to such Selling Shareholder’s Individual Fraud. No Purchaser Indemnitee shall recoup any Damages from the Escrow Funds except in accordance with the terms of this Agreement and the Escrow Agreement. Other than in the case of Fraud, to the extent that any of the Purchaser Indemnitees could reasonably expect to recoup any Damages indemnifiable hereunder from either the R&W Policy or the Selling Shareholders (including by recourse against the Escrow Funds), Parent and Purchaser shall, and shall cause the other Purchaser Indemnitees to, use its and their reasonable best efforts to recover from the R&W Policy any such Damages that could reasonably be covered by the R&W Policy.
Order of Recovery. Subject to Section 9.5, if the Sellers shall be obligated to indemnify the Biota Indemnified Parties with respect to a claim for Damages pursuant to Section 9.2(a)(i), recovery and payment therefore shall be made first from the Escrowed Shares and then, to the extent that the Reference Market Value of the then-remaining Escrowed Shares is insufficient to fully indemnify the Biota Indemnified Parties for such Damages, the Biota Indemnified Parties shall have the right to (a) seek recovery and payment of such Damages directly against each Seller for an amount not to exceed such Seller’s Pro Rata Share of $1,200,000 and/or (b) set-off such Damages from any future Contingent Payments or Royalties pursuant to Section 2.9(b).
Order of Recovery. Prior to making any claim for indemnification hereunder or otherwise seeking recourse pursuant to this Article IX or Section 10.01 against the Effective Time Holders, Parent and the other Parent Indemnified Parties shall first seek recourse for any Loss from and against the R&W Insurance Policy to the fullest extent permitted thereby, taking into account coverage limitations and the applicable retention or deductible amount thereunder. If and only to the extent Parent and the other Parent Indemnified Parties are unable to recover in respect of such Loss from and against the R&W Insurance Policy, Parent and the other Parent Indemnified Parties shall then be entitled to bring a claim for indemnification pursuant to the terms and subject to the conditions and limitations of this Article IX and Section 10.01. At no time and in no event may the R&W Insurance Policy be amended, repealed or otherwise modified in a manner that would adversely affect the Effective Time Holders without the prior written consent of the Securityholder Representative.
Order of Recovery. Subject to the limitations set forth in this ARTICLE VI, Losses shall be recoverable:
Order of Recovery. The Escrowed Cash shall be the first source of recovery for SHAREHOLDER's indemnification obligations under this Article V.
Order of Recovery. Except in the case of fraud, with respect to Losses owed by the Sellers in respect of Claims under Section 15.3(a)(i), the order of recovery shall be as follows:
Order of Recovery. The sole source of indemnification of any Buyer Indemnified Party’s claims for any Losses pursuant to Section 7.2(a)(i) shall be as follows: (A) first, Losses related to such claims shall only be indemnifiable to the extent the aggregate Losses of the Buyer Indemnified Parties for all claims pursuant to Section 7.2(a)(i) exceeding the Threshold Amount exceed $100,000 (the “Basket Amount”); (B) second, to the extent that aggregate Losses of the Buyer Indemnified Parties exceed the Basket Amount, then the Buyer Indemnified Parties shall be entitled to recover for all such Losses (including the Basket Amount) from the Escrow Account, but solely to the extent of the funds then remaining in such account and (C) third, solely to the extent that a claim for indemnification is based on Fraud or is made with respect to alleged breaches of Fundamental Representations and breaches of Sections 2.10 and 2.12, from the Parent. Solely to the extent Losses arise from the matters for which indemnification is provided pursuant to Section 7.2(a)(ii), (a)(iii), (a)(iv), and (a)(v), the Buyer Indemnified Parties shall be permitted to seek recovery of such Losses at their election from any combination of the following: (1) the Escrow Account and (2)
