Recovery of Losses. Neither Party will be entitled to recover any Losses relating to any matter arising under one provision of this Agreement to the extent that such Party has already recovered Losses with respect to such matter pursuant to other provisions of this Agreement (including recoveries under Section 7.8.2(e), Section 10.1 or Section 10.2, and the offsets under Sections 7.9.3(b) and Section 7.9.3(d)). Except for the offset and credits explicitly set forth in Section 7.12, Section 7.9.3(b), and Section 7.9.3(d), a final and binding decision of the arbitrators in accordance with Section 13.1.4 or by the court of competent jurisdiction in accordance with Section 13.1.5 neither Party will have the right to set off any amount it is owed or believes it is owed against payments due or payable to the other Party under this Agreement.
Recovery of Losses. (a) Subject to the limitations in Section 7.6 below: (i) a Parent Indemnified Person will recover any claim for indemnity under Sections 7.2 or 7.3 relating to breaches of representations or warranties directly from any breaching Certain Company Shareholder, who will be individually liable for such amounts; (ii) a Parent Indemnified Person will recover all claims for indemnity under Sections 7.2 or 7.3, directly from the Certain Company Shareholders, who will be jointly and severally liable for such amounts.
Recovery of Losses. With respect to any indemnification claim made pursuant to this Article XI, all indemnifiable Losses shall be paid as follows:
Recovery of Losses. 17.1 If either party (aggrieved party) suffers a loss because the other breaches this Agreement then the other will pay for or reimburse the loss, providing the aggrieved party can provide reasonable evidence of the loss.
Recovery of Losses. Neither Party will be entitled to recover any Losses relating to any matter arising under one provision of this Agreement to the extent that such Party has already recovered Losses with respect to such matter pursuant to other provisions of this Agreement (including recoveries under Section 9.1 or Section 9.2, and the offsets under Section 6.9.3(c)). Except for the offsets and credits explicitly set forth in Section 6.12, and Section 6.9.3(b) neither Party will have the right to set off any amount it is owed or believes it is owed against payments due or payable to the other Party under this Agreement.
Recovery of Losses. (i) Buyer shall be entitled, but not obligated, to set-off from the Second Tranche Cash Payment, Third Tranche Cash Payment or the Share Consideration (collectively, the “Post- Closing Payments”), at Buyer’s option, any indemnifiable Losses actually incurred (the “Set- Off”). If Xxxxx has incurred any indemnifiable Losses for which Xxxxx seeks to Set-Off, Buyer shall notify Representative at least seven (7) days prior to the date a Post-Closing Payment is to be released from the Escrow Account. Such notice shall include Buyer’s reasonable basis for claiming such Loss and Xxxxx’s reasonable estimate of such Loss. Notwithstanding anything to the contrary, Representative, on behalf of the Sellers, shall have the opportunity to review the proposed Set-Off during such seven (7) day period and shall notify Buyer of any dispute with respect to the Set-Off. If Representative notifies Buyer of any such dispute within such seven (7) day period, Buyer and Representative shall cooperate in good faith to resolve any such dispute as promptly as possible. If Buyer and Representative are unable to resolve any dispute regarding the Set-Off within five (5) Business Days (or such longer period as Buyer and the Representative shall mutually agree in writing), following notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by, a nationally-recognized independent accounting firm mutually agreed upon by Buyer and Representative (such identified accounting firm or, if applicable, the firm so selected, the “Settlement Accountant”) (provided, that if Representative and Buyer cannot agree on an accountant within the five (5) Business Days resolution period, then the American Arbitration Association shall appoint the Settlement Accountant for resolution of the remaining disputed matters). Such resolution shall be final and binding on the parties. Buyer and Representative shall instruct the Settlement Accountant to use commercially reasonable efforts to complete its work within ten Business Days (10) days following its engagement. The fees, costs and expenses of the Settlement Accountant shall be borne equally by Buyer and the Sellers.
(ii) Thereafter, if a Set-Off is finally determined and when a Post-Closing Payment is due, if applicable, Buyer shall deliver written instructions to the Escrow Agent to release to Buyer an amount equal to any portion of the amount of such Loss, as reasonably calculated by Buyer in...
Recovery of Losses. 6.1 If, before any amount is paid in discharge of all or part of any Claim, a Party seeking indemnity hereunder is entitled for whatever reason to recover (whether by payment, third party insurance cover, discount, credit, relief or otherwise) from a third party, including an insurer, an amount which indemnifies or compensates (in whole or in part) such Party or otherwise in respect of the Loss which is the subject of the Claim, such Party shall use commercially reasonable efforts to take, before steps are taken to enforce such Claim, all reasonable steps (including any of which the Compensating Party may reasonably require) to enforce such recovery from the third party, and any actual recovery (less any Taxes and reasonable out of pocket expenses incurred in obtaining the same) shall reduce or satisfy, as the case may be, such Claim to the extent of such recovery. Subject to Applicable Law relating to rights of subrogation, the Compensating Party shall be subrogated to all rights that the Notified Party has or would otherwise have in respect of the claim against the third party.
Recovery of Losses. Neither Party will be entitled to recover any Losses relating to any matter arising under one provision of this Agreement to the extent that such Party has already recovered such Losses pursuant to other provisions of this Agreement, including recoveries under Section 10.1 (Indemnification by Novartis) or Section 10.2 (Indemnification by Ionis), and the offsets under Sections 7.9.4 (Right to Offset). Except for the offset and credits explicitly set forth in Section 4.3 (Acquisition of a Competitive Compound), Section 7.12 (Audits), Section 7.9.4 (Right to Offset), a final and binding decision of the arbitrators in accordance with Section 13.1.4 (Arbitration) or by the court of competent jurisdiction in accordance with Section 13.1.5 (Injunctive Relief; Court Actions) neither Party will have the right to set off any amount it is owed or believes it is owed against payments due or payable to the other Party under this Agreement. Notwithstanding the non-refundable or non-creditable nature of any milestone payments hereunder, but subject to the limitations set forth in Section 10.6 (Limitation of Consequential Damages), nothing in this Agreement shall limit either Party’s rights to assert or obtain damages for breach of this Agreement, including damages calculated based on the payments made under this Agreement.
Recovery of Losses. Notwithstanding anything to the contrary in this Agreement, no Purchaser Indemnitee shall be able to collect any Losses directly from any Seller:
Recovery of Losses. The aggregate amount of Indemnifiable Losses which are the subject of any and all Third Party Claims and Direct Claims and determined pursuant to this Article VII, subject to the limitations of Section 7.3, is referred to as the “Indemnification Amount.” As provided in Section 7.3(c)(i), the Indemnification Amount when finally determined to be owing by the Unaffiliated Stockholders will be set off against and deducted from any FDA Milestone Payment otherwise payable to the Unaffiliated Stockholders, subject to the limitations set forth in Section 7.3.
