Recovery under other rights and reimbursement Sample Clauses

Recovery under other rights and reimbursement. (a) The Seller is not liable under a Claim for any Loss to the extent that a Buyer Group Member or a Target Entity is entitled to recover, or be compensated for by any other means, from another source whether by way of contract, indemnity or otherwise (including under a policy of insurance or from a Governmental Agency). In this clause 7.8 reference to entitlement to recover under a policy of insurance includes an entitlement that would have existed but for any change in the terms of insurance since Completion.
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Recovery under other rights and reimbursement. (a) A Seller or Founder is not liable under a Claim for any Loss that a Buyer Group Member or the Company is, or would be but for this clause 11.7, entitled to recover, or be compensated for by any other means, from another source whether by way of contract, indemnity or otherwise (including under a policy of insurance or from a Governmental Agency). In this clause 11.7 reference to entitlement to recover under a policy of insurance includes an entitlement that would have existed but for any change in the terms of insurance since Completion. The Buyer must notify its insurers of this clause 11.7. (b) If, after a Seller or Founder has made a payment in respect of a Claim or otherwise satisfied a Claim including under clause 11.4(g), a Buyer Group Member recovers, or is compensated for by any other means in connection with, any Loss that gave rise to the Claim, the Buyer must immediately pay to the Seller or Founder, as an increase in the Purchase Price equal to the Seller’s Relevant Share of the payment, the lesser of: (1) the amount of the Loss that was recovered or compensated for; and (2) the amount paid by the Seller in respect of the Claim, less (x) any Tax payable by a Buyer Group Member or the Company on that amount net of any Tax Relief allowable in respect of the payment by the Buyer to the Sellers or Founders and (y) any expenses incurred by a Buyer Group Member in collecting the amount described in (1) above. Notwithstanding the foregoing, Buyer shall have no obligation to make any payment to a Seller or Founder pursuant to this clause 11.7(b) to the extent that any other Seller or Founder has failed to pay its Relevant Share of the applicable Loss as required by clause 11.4.
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Recovery under other rights and reimbursement. (a) Where a party is or may reasonably be entitled to recover or be compensated from some other person excluding any Government Agency (whether by way of contract, indemnity or otherwise (including under a policy of insurance)) any sum in respect of any matter or event which could give rise to a Claim under this Agreement, such party must: (i) use its reasonable endeavours as soon as practicable to recover that sum before making the Claim; and (ii) reduce the amount of the Claim by the amount of the sum recovered (net of Tax payable by such party). (b) In this clause 8.7, a reference to entitlement to recover under a policy of insurance includes an entitlement which would have existed but for any change in the terms of insurance since Completion. Each party must notify its insurers of this clause 8.7. (c) If the recovery is delayed until after the Claim has been paid by a party, the sum recovered must be paid to such party after the deduction of Tax payable by the other party on the sum recovered, and all reasonable legal costs and insurance deductibles associated with the recovery.
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Recovery under other rights and reimbursement. (a) The Seller Group is not liable under a Claim for any Loss that a Buyer Group Member is, or would be but for this clause 11.8, entitled to recover, or be compensated for by any other means, from another source whether by way of contract, indemnity or otherwise (including under a policy of insurance or from a Governmental Agency). In this clause 11.8(a) a reference to entitlement to recover under a policy of insurance includes an entitlement which would have existed but for any change in the terms of insurance since Completion. The Buyer must notify its insurers of this clause 11.8. (b) If, after a Seller has made a payment in respect of a Claim, a Buyer Group Member recovers or is compensated for by any other means, any Loss which gave rise to the Claim, the Buyer must immediately pay to the Seller, as an increase in the Purchase Price, the lesser of the amount of that payment in respect of that Claim and the amount that was recovered or compensated for.
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Recovery under other rights and reimbursement. The Seller is not liable under a Claim for any Loss to the extent that the Purchaser or Purchaser Guarantor is able to recover, or is able to be compensated by any other means, from another source whether by way of contract, indemnity or otherwise (including, but not limited to, under a policy of insurance including the W&I Policy or from a Government Agency).
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Recovery under other rights and reimbursement. (a) Neither Xx Xxxxxx nor the Xx Xxxxxx Parent is liable under a Xx Xxxxxx Claim for any Loss that an Evolution Group Member or a Target Entity recovers, or is compensated for by any other means, from another source whether by way of contract, indemnity or otherwise (including under a policy of insurance or from a Governmental Agency). (b) If, after Xx Xxxxxx or the Xx Xxxxxx Parent has made a payment in respect of a Xx Xxxxxx Claim, an Evolution Group Member or a Target Entity recovers or is compensated by any other means for, any Loss that gave rise to the Xx Xxxxxx Claim, Evolution must immediately pay to Xx Xxxxxx or the Xx Xxxxxx Parent, as a payment in Immediately Available Funds and as an increase to the Purchase Price, the amount of the Loss that was recovered or compensated for, less all costs and expenses, including the net present value of increased insurance premiums, incurred by Evolution.
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Recovery under other rights and reimbursement. (a) Neither the Seller nor the Seller’s Guarantor is liable under a Claim for any Loss that a Buyer Group Member or a Target Entity recovers, or is compensated for by any other means, from another source whether by way of contract, indemnity or otherwise (including under a policy of insurance, or from a Governmental Agency). (b) If a Buyer Group Member or Target Entity is entitled to recover, or be compensated for by any other means, any Loss from another source the Buyer must use its reasonable endeavours to recover or be compensated for or procure that such Loss is recovered or compensated for as soon as practicable from that source so as to reduce as far as possible the Loss that is the subject of any Claim against the Seller or the Seller’s Guarantor. The Buyer must notify its insurers of this clause 11.6. (c) If, after the Seller or the Seller’s Guarantor has made a payment in respect of a Claim, a Buyer Group Member recovers or is compensated by any other means for, any Loss which gave rise to the Claim, the Buyer must immediately pay to the Seller or the Seller’s Guarantor, the amount of the Loss that was recovered or compensated for, less all costs and expenses, including the net present value of increased insurance premiums, incurred by the Buyer.
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Recovery under other rights and reimbursement. (a) The Sellers are not liable under a Claim for any Loss to the extent that a Buyer Group Member or a Target Entity is entitled on an after-Tax basis to recover, or be compensated for by any Third Party any Loss from another source (including under a policy of insurance or from a Governmental Agency). (b) If, after a Seller has made a payment in respect of a Claim, a Buyer Group Member or a Target Entity recovers or is compensated for by any other means (including receipt of any benefit referred to in clause 9.12), any Loss that gave rise to the Claim, the Buyer must immediately pay to the Seller as an increase in the Purchase Price, the amount of the Loss that was recovered or compensated for less any Tax thereon.
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Recovery under other rights and reimbursement. (a) The Sellers are not liable under a Claim arising from a breach of Warranty or under an Indemnity for any Loss that a Buyer Group Member or a Target Entity has recovered under any means, from another source whether by way of contract, indemnity or otherwise (including under a policy of insurance or from a Governmental Agency) in respect of any fact, matter or circumstance giving rise to that Claim. (b) If, after the Seller has made a payment in respect of a Claim arising from a breach of Warranty, a Buyer Group Member or a Target Entity recovers or is compensated for by any other means, any Loss that gave rise to the Claim, the Buyer must immediately pay to the Seller as an increase in the Purchase Price, the lesser of: (1) the amount of the Loss that was recovered or compensated for; and (2) the amount paid by the Seller in respect of the Claim.
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Related to Recovery under other rights and reimbursement

  • Expenses and Reimbursement The Legal Services expenses (the "Legal Services Expenses") for which Van Kampen may be reimbursed are salary and salary related xxxxxxxx, including but not limited to bonuses, group insurance and other regular wages paid to the personnel of the Legal Services Group. Each member of the Legal Services Group will complete as of the last business day of each month, a time allocation sheet indicating the monthly time spent (reflected as a percentage) on matters relating to the Funds, on matters relating to other funds for which Van Kampen or its subsidiaries act as investment adviser and xxxxxxxutor ("Van Kampen Non-Participating Funds") and for other matters. Xxx xxxxegate of time spent on matters for the Funds and Van Kampen Non-Participating Funds is referred to herein ax xxx "Xxxx Percentage". Each member's Fund Percentage shall be multiplied by each member's individual Legal Service Expense; the resulting product for each member shall then be aggregated to arrive at the Legal Services Expenses that can be allocated as set forth in Paragraph 4 ("Allocable Legal Services Expenses"). The Legal Services Expenses will be paid by Van Kampen (or the affiliate of Van Kampen employing such Legal Xxxxices Group persons) anx xxxx xxxtion of such Legal Services Expenses allocated to the Funds as set forth in Paragraph 4 shall be reimbursed by the Funds. Van Kampen will tender to each Fund a monthly invoice withxx xxxx xxsiness days of the last business day of each month which shall certify the total Legal Service Expenses expended and allocated to such Fund. Except as provided herein, Van Kampen will receive no other compensation in connectiox xxxx Xxxal Services rendered in accordance with this Agreement, and Van Kampen and its affiliates will be responsible for all xxxxx xxxxnses relating to the providing of Legal Services.

  • Organizational Expenses; Liabilities of the Holders (a) The Servicer shall pay organizational expenses of the Issuer as they may arise. (b) No Certificateholder (including the Seller if the Seller becomes a Certificateholder) shall have any personal liability for any liability or obligation of the Issuer.

  • Drawing and Reimbursement The payment by an Issuing Bank of a draft drawn under any Letter of Credit which is not reimbursed by the applicable Borrower on the date made shall constitute for all purposes of this Agreement the making by any such Issuing Bank of an Advance, which shall be a Base Rate Advance, in the amount of such draft, without regard to whether the making of such an Advance would exceed such Issuing Bank’s Unused Commitment. Each Issuing Bank shall give prompt notice of each drawing under any Letter of Credit issued by it to the applicable Borrower and the Agent. Upon written demand by such Issuing Bank, with a copy of such demand to the Agent and the applicable Borrower, each Lender shall pay to the Agent such Lender’s Ratable Share of such outstanding Advance pursuant to Section 2.03(b). Each Lender acknowledges and agrees that its obligation to make Advances pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Promptly after receipt thereof, the Agent shall transfer such funds to such Issuing Bank. Each Lender agrees to fund its Ratable Share of an outstanding Advance on (i) the Business Day on which demand therefor is made by such Issuing Bank, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Lender shall not have so made the amount of such Advance available to the Agent, such Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Lender shall pay to the Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute an Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.

  • Reimbursement of General Partner (a) Except as provided in this Section 6.5 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all Administrative Expenses incurred by the General Partner.

  • Payment of Costs and Legal Fees and Reinstatement of Benefits In the event any dispute or controversy arising under or in connection with the Executive’s termination is resolved in favor of the Executive, whether by judgment, arbitration or settlement, the Executive shall be entitled to the payment of (a) all legal fees incurred by the Executive in resolving such dispute or controversy, and (b) any back-pay, including Base Salary, bonuses and any other cash compensation, fringe benefits and any compensation and benefits due to the Executive under this Agreement.

  • Reimbursement of Fee Waivers and Expense Reimbursements If on any day during which the Advisory Agreement is in effect, the estimated annualized Fund Operating Expenses of the Fund for that day are less than the Operating Expense Limit, the Adviser shall be entitled to reimbursement by a Fund of the investment advisory fees waived or reduced, and any other expense reimbursements or similar payments remitted by the Adviser to the Fund pursuant to Section 1 hereof (the “Reimbursement Amount”) within three years after the year in which the Adviser waived or reduced investment advisory fees or reimbursed expenses, to the extent that the Fund’s annualized Operating Expenses plus the amount so reimbursed equals, for such day, the Operating Expense Limit, provided that such amount paid to the Adviser will in no event exceed the total Reimbursement Amount and will not include any amounts previously reimbursed.

  • Fees, Expenses and Reimbursement (a) The Board may cause the Fund to compensate each Manager who is not an "interested person" of the Fund (as defined in the 1940 Act), and such Manager shall be reimbursed by the Fund for reasonable travel and out-of-pocket expenses incurred by him in performing his duties under this Agreement. (b) The Fund shall bear all costs and expenses incurred in its business and operations. Costs and expenses to be borne by the Fund include, but are not limited to, the following: (1) all costs and expenses directly related to investment transactions and positions for the Fund's account, including, but not limited to, brokerage commissions, research fees, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased, custodial fees, margin fees, transfer taxes and premiums, taxes withheld on foreign dividends, and indirect expenses from investments in Investment Funds; (2) all costs and expenses associated with the operation and registration of the Fund, offering costs and the costs of compliance with applicable Federal and state laws; (3) all costs and expenses associated with the organization and operation of separate Investment Funds managed by Investment Managers retained by the Fund; (4) the costs and expenses of holding meetings of the Board and any meetings of Members, including costs associated with the preparation and dissemination of proxy materials; (6) the fees and disbursements of the Fund's counsel, legal counsel to the Independent Managers, auditing and accounting expenses and fees and disbursements for independent accountants for the Fund, and other consultants and professionals engaged on behalf of the Fund; (7) the fees payable to custodians and other persons providing administrative services to the Fund; (8) the costs of a fidelity bond and any liability insurance obtained on behalf of the Fund or the Board or Indemnitees; (9) all costs and expenses of preparing, setting in type, printing, and distributing reports and other communications to Members; and (10) such other types of expenses as may be approved from time to time by the Board. (c) Subject to procuring any required regulatory approvals, from time to time the Fund may, alone or in conjunction with other registered or unregistered investment funds or other accounts for which CSFB Alternative Capital, or any Affiliate of CSFB Alternative Capital, acts as general partner or investment adviser, purchase insurance in such amounts, from such insurers and on such terms as the Board shall determine.

  • Our Right to Make Payments and Recover Overpayments If payments which should have been made by us according to this provision have actually been made by another organization, we have the right to pay those organizations the amounts we decide are necessary to satisfy the rules of this provision. These amounts are considered benefits provided under this plan and we will not have to pay those amounts again. If we make payments for allowable expenses, which are more than the maximum amount needed to satisfy the conditions of this provision, we have the right to recover the excess amounts from: • the person to or for whom the payments were made; • any other insurers; and/or • any other organizations (as we decide). As the subscriber, you agree to pay back any excess amount paid, provide information and assistance, or do whatever is necessary to aid in the recovery of this excess amount. The amount of payments made includes the reasonable cash value of any

  • Section 607 Compensation and Reimbursement The Company agrees

  • Expense Payments and Reimbursements The Bank will reimburse Executive for all reasonable out-of-pocket business expenses incurred in connection with his services under this Agreement upon substantiation of such expenses in accordance with applicable policies of the Bank.

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