Common use of Satisfaction of Claims Clause in Contracts

Satisfaction of Claims. Except to the extent that the Losses resulted from fraud or intentional misrepresentation or willful breach of any representation, warranty or covenant committed by the Company (in which case recovery of such Losses, at the discretion of an Indemnified Party, may also be pursued directly against a Shareholder) or as otherwise provided in Section 7.3(b), claims by an Indemnified Party for Losses pursuant to this Agreement shall be satisfied solely from the Escrow Fund.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Taleo Corp)

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Satisfaction of Claims. Except to the extent that the Losses resulted from fraud or intentional misrepresentation fraud, gross negligence or willful misconduct resulting in a breach or inaccuracy of any representation, warranty or covenant committed by the Company (in which case recovery of such Losses, at the discretion of an Indemnified Party, may also be pursued directly against a ShareholderStockholder) or as otherwise provided in Section 7.3(b), claims by an Indemnified Party for Losses pursuant to this Agreement shall be satisfied solely from the Escrow Fund.in

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Taleo Corp)

Satisfaction of Claims. Except to the extent that the Losses resulted from fraud or intentional misrepresentation or willful breach of any representation, warranty or covenant committed by the Company (in which case recovery of such Losses, at the discretion of an Indemnified Party, may also be pursued directly against a Scheme Shareholder) or as otherwise provided in Section 7.3(b7.4(b) through Section 7.4(f), claims by an Indemnified Party for Losses pursuant to this Agreement shall be satisfied solely from the Escrow Fund.

Appears in 1 contract

Samples: Arrangement Agreement (Aruba Networks, Inc.)

Satisfaction of Claims. Except to the extent that the Losses resulted from fraud or intentional misrepresentation of any representation or willful breach of any representation, warranty or covenant committed by the Company (in which case recovery of such Losses, at the discretion of an Indemnified Party, may also be pursued directly against a ShareholderSecurityholder in the manner permitted by Section 7.3(b)) or as otherwise provided in Section 7.3(b), claims by an Indemnified Party for Losses pursuant to this Agreement shall be satisfied solely from the Escrow Fund.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Aruba Networks, Inc.)

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Satisfaction of Claims. Except to the extent that the Losses resulted from fraud or intentional misrepresentation or willful breach of any representation, warranty or covenant committed by the Company (in which case recovery of such Losses, at the discretion of an Indemnified Party, may also be pursued directly against a ShareholderStockholder, as limited by the provisions of Section 7.3) or as otherwise provided in Section 7.3(b), claims by an Indemnified Party for Losses pursuant to this Agreement shall be satisfied solely first from the Escrow Fund.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Advent Software Inc /De/)

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