Recourse against Escrowed Funds. Subject to Section 12.17 hereof, a Buyer Indemnified Party shall be entitled to payment only out of the Holdback Amount pursuant to the terms of this Article XI and the Indemnification Escrow Agreement for all amounts due to a Buyer Indemnified Party with respect to any claim by a Buyer Indemnified Party against Seller for Buyer Indemnified Representation Costs payable under this Article XI.
Recourse against Escrowed Funds. (i) Buyer, on behalf of itself and all other Buyer Indemnified Parties, acknowledges and agrees that the Title Dispute Escrow Amount shall be the sole and exclusive source of satisfaction of all (and neither Seller nor its Affiliates nor any other Seller Subject Parties shall under any circumstance have any personal liability or obligation for the satisfaction of any) (A) Title Defects properly asserted by Buyer (and with respect to which, after giving effect to the provisions of this Article VIII Buyer is entitled to a remedy) pursuant to this Article VIII and (B) breaches by Seller of Article VIII (collectively, “Title Matters”). The Title Dispute Escrow Amount shall be used solely to satisfy Title Matters or will be released to Seller in accordance with this Section 8.2(j).
Recourse against Escrowed Funds. (i) Buyer, on behalf of itself and all other Buyer Indemnified Parties, acknowledges and agrees that the Environmental Dispute Escrow Amount shall be the sole and exclusive source for satisfaction of all (and neither Seller, its Affiliates nor any other Seller Subject Party shall under any circumstance have any personal liability or obligation for the satisfaction of any) (A) Environmental Defects timely asserted in an Environmental Defect Notice delivered by Buyer to Seller in accordance with Section 9.2(a) and (B) Seller’s breach of Article IX (collectively, the “Environmental Matters”). The Environmental Dispute Escrow Amount shall be used solely to satisfy Environmental Matters or will be released to Seller in accordance with this Article IX.
Recourse against Escrowed Funds. Subject to Section 11.18 hereof, the following provisions of this Section 10.6 shall be applicable after the time of the Closing.
Recourse against Escrowed Funds. (i) For purposes of this Agreement, a Securityholder's "Maximum Securityholder Escrow Amount" shall mean, at any time, such Securityholder's PRO RATA share of the Escrow Amount, as set forth in column C of SCHEDULE I, less any amounts previously deducted from such Securityholder's Maximum Securityholder Escrow Amount in accordance with this Section 11.5(e). In determining whether a Buyer Indemnified Party is entitled to any amounts from a Securityholder with respect to Buyer Indemnified Company Costs or Buyer Indemnified Securityholder Costs, Section 11.5(a) and Section 11.5(b) shall apply. Parent hereby covenants and agrees that, with respect to any claim by a Buyer Indemnified Party against any Securityholder for Buyer Indemnified Securityholder Costs payable under this Article 11 other than Title Claims and claims contemplated in Section 13.16, the Buyer Indemnified Party shall seek payment only out of the Escrow Amount for all amounts due to the Buyer Indemnified Party from such Securityholder with respect to such claim in an amount not to exceed such Securityholder's Maximum Securityholder Escrow Amount. In the event of any claim by a Buyer Indemnified Party against a Securityholder for Buyer Indemnified Securityholder Costs related to a Title Claim or a claim contemplated in Section 13.16, the Buyer Indemnified Party shall seek payment first out of the amount held by the Escrow Agent pursuant to the Indemnification Escrow Agreement from time to time in an amount not to exceed such Securityholder's Maximum Securityholder Escrow Amount and, if such Securityholder's Maximum Securityholder Escrow Amount has been reduced to zero pursuant to this Section 11.5(e), the Buyer Indemnified Party shall be entitled, subject to the terms and conditions of this Agreement, to seek payment directly from such Securityholder for all amounts remaining due to the Buyer Indemnified Party from such Securityholder with respect to such Title Claim or claim contemplated in Section 13.16. In no event shall the Buyer Indemnified Party be entitled to be paid out of the Escrow Amount in respect of claims against a Securityholder for Buyer Indemnified Securityholder Costs an amount in excess of such Securityholder's Maximum Securityholder Escrow Amount. In the event of any claim by a Buyer Indemnified Party against one or more Securityholders for Buyer Indemnified Company Costs, each Securityholder's Maximum Securityholder Escrow Amount shall be reduced (but not below zero) by suc...
Recourse against Escrowed Funds. The Buyer and its Affiliates agree ------------------------------- that claims under this Section 9 shall first be satisfied from the Escrowed Funds, if any.
Recourse against Escrowed Funds. Subject to Section 11.8 hereof, a Buyer Indemnified Party shall be entitled to payment only out of the Holdback Amount pursuant to the terms of this Article XI and the Indemnification Escrow Agreement for all amounts due to a Buyer Indemnified Party with respect to any claim by a Buyer Indemnified Party against a Selling Stockholder for Capped Buyer Indemnified Costs payable under this Article XI. Except as provided in Section 11.8 and except to the extent that the remedy of specific performance may be available for the enforcement of a covenant, subsequent to the Closing, indemnification under this Article XI shall be the exclusive remedy of Buyer Indemnified Parties with respect to any Capped Buyer Indemnified Costs.
Recourse against Escrowed Funds. Notwithstanding anything to the contrary or apparently to the contrary in this Agreement except as provided in Sections 11.6(d) and (e), the Indemnification Escrow Agreement, or the Transaction Documents or any of them, a Buyer Indemnified Party shall be entitled to payment only out of the Holdback Amount for all amounts due to a Buyer Indemnified Party with respect to any and all claims by a Buyer Indemnified Party against Seller for Buyer Indemnified Representation Costs payable under this Article 11 or payable under any other provision of this Agreement. In the event of a conflict between the terms of this Section 11.6(c) and the terms of the Indemnification Escrow Agreement, the Transaction Documents and any
Recourse against Escrowed Funds. In determining whether an Acquiror Indemnified Party is entitled to any amounts from a Shareholder or other shareholder of Target with respect to Target Indemnified Costs or Shareholder Indemnified Costs, Section 11.05(a) and Section
Recourse against Escrowed Funds. A Buyer Indemnified Party, in addition to its other rights against Seller and each Partner, shall be entitled to payment out of the Holdback Amount pursuant to the terms of this Article 11 and the Escrow Agreement for all amounts due to a Buyer Indemnified Party with respect to any claim by a Buyer Indemnified Party against Seller for any Buyer Indemnified Costs.
