Satisfaction of Losses Sample Clauses

Satisfaction of Losses. Once Adverse Consequences are agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Section 8, the Indemnifying Party shall satisfy its obligations within fifteen (15) Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds.
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Satisfaction of Losses. Subject to the procedures set forth above, Losses ---------------------- shall be satisfied as follows:
Sample 1
Satisfaction of Losses. (a) Except as otherwise provided in this ARTICLE XII, any Losses for which a Buyer Indemnitee is entitled to indemnification with respect to the matters described in Section 12.2(a)(i) shall be satisfied by: (i) deducting an amount of such Losses from the Post-Closing Cash Consideration and the Interest Payment that remains unpaid as of such date equal to the product of (x) the Cash Ratio (as defined below) multiplied by (y) the aggregate amount of such Losses (the “Cash Loss Allocation Amount”) and (ii) the forfeiture by the Shareholder of a portion of the Equity Consideration (a number of shares of Buyer Common Stock rounded down to the nearest whole share) equal to (A) the product of (x) the Equity Ratio (as defined below) multiplied by (y) the aggregate amount of such Losses (the “Equity Loss Allocation Amount”), divided by (B) the Buyer Common Stock Closing Date Value, provided that, with respect to the amounts set forth in (i) above, unpaid Interest Payment amounts shall be deducted before any amount of Post-Closing Cash Consideration. Notwithstanding the foregoing, (i) Buyer may, in its sole discretion, to the extent the Shareholder and each Company Payee has received Post-Closing Cash Consideration, require that the Shareholder and each Company Payee satisfy the Cash Loss Allocation Amount by paying, on a joint and several basis, such amount (up to the amount of Post-Closing Cash Consideration received by the Shareholder or Company Payee at the time) to Buyer no later than fifteen (15) calendar days after the final determination of such Losses instead of deducting such amount from the unpaid Post-Closing Cash Consideration and (ii) the Shareholder may elect in his sole and absolute discretion to satisfy any amount of Losses exclusively in cash in lieu of the forfeiture of any Buyer Common Stock.
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Satisfaction of Losses. Subject to the limitations set forth in Section 7.3(b), on the date a claim against an Indemnifying Party becomes a Payable Claim, Parent shall have the right to set off the amount of any Losses with respect to which any Indemnified Party is entitled to indemnification hereunder against any amounts due or that may become due to the Stockholders as a Subsequent Payment or under the Escrow or in respect of the Earn-Out Payments. Any setoff with respect to the Escrow shall be made first from the Escrow Cash Amount and then from the Escrow Shares (valued at the Average Closing Price as of the date notice of the Payable Claim was given). Stockholders shall nevertheless have the right and option to satisfy any Payable Claim in cash.
Sample 1
Satisfaction of Losses. (a) Subject to the limitations set forth in Section 9.04, once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable for Losses arising from Article VII or Article IX, or, to the extent an alternate resolution period is specifically set forth in this Agreement, on the date required by such alternate resolution period, the Indemnifying Party’s payment obligations shall be satisfied pursuant to Section 9.06(d) below.
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Satisfaction of Losses. Without limitation of the terms of Section 9.4, the Parent Indemnified Parties’ sole recourse with respect to any Loss to which any Parent Indemnified Parties is entitled to indemnification in accordance with this Article IX shall be to set off against the cash portion of any Earnout Payments payable (if applicable) by Parent to the Company Group Holders, which set off shall be applied on a pro rata basis based upon the allocation set forth in Section 9.5(a) of the Company Disclosure Letter.
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Satisfaction of Losses. In the event any Indemnified Party shall suffer any Losses for which such Indemnified Party is finally determined pursuant to the terms of this Agreement to be entitled to indemnification under this Article VIII (subject to the limitations set forth herein), such Indemnified Party shall be entitled to recover such Losses (a) first, by the reduction of the number of Parent Shares (with each such Initial Escrow Share being valued at the Parent Stock Price) and amount of cash being held as General Escrow Property pursuant to Section 1.10 and the Escrow Agreement until no General Escrow Property remains, (b) second, with respect to (i) Designated Indemnification Matters, and (ii) the General Indemnification Matters (to the extent permitted pursuant to clause (i) of Section 8.2(b) (if and to the extent applicable)), by the reduction of Retained Milestone Amounts in accordance with Section 8.6 and (c) third, with respect to the Designated Indemnification Matters, recovery against the amounts then held in the Designated Escrow Fund and (d) fourth, with respect to (i) Fundamental Indemnification Matters and (ii) General Indemnification Matters, to the extent permitted pursuant to clause (i) of Section 8.2(b) (if and to the extent applicable), directly from each Indemnifying Party in accordance with such Indemnifying Party’s Indemnification Pro Rata Share.
Sample 1
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Satisfaction of Losses 
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Related to Satisfaction of Losses

  • Satisfaction of Liabilities The liquidators shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof;

  • Satisfaction of Claims Unless otherwise provided in this Plan, any distributions and deliveries to be made on account of Allowed Claims under this Plan shall be in complete and final satisfaction, settlement, and discharge of and exchange for such Allowed Claims.

  • Satisfaction of Conditions The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 shall be conclusively deemed to have been satisfied, waived or released at the Effective Time.

  • Satisfaction of Obligations The Borrower shall pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves with respect thereto have been provided on the books of the Borrower.

  • Satisfaction of Closing Conditions The Vendors agree to use their best efforts to ensure that the conditions set forth in Section 5.1, and the Purchaser agrees to use its best efforts to ensure that the conditions set forth in Section 5.3, are fulfilled at or prior to the Closing Time.

  • Satisfaction of Conditions Precedent Each party will use commercially reasonable efforts to satisfy or cause to be satisfied all the conditions precedent that are applicable to them, and to cause the transactions contemplated by this Agreement to be consummated, and, without limiting the generality of the foregoing, to obtain all material consents and authorizations of third parties and to make filings with, and give all notices to, third parties that may be necessary or reasonably required on its part in order to effect the transactions contemplated hereby.

  • Satisfaction (a) The Corporation shall be deemed to have fully paid, satisfied and discharged all of the outstanding Debentures of any series and the Trustee, at the expense of the Corporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Debentures, when, with respect to all of the outstanding Debentures or all of the outstanding Debentures of any series, as applicable:

  • Assumption and Satisfaction of Liabilities Except as otherwise specifically set forth in any Ancillary Agreement, from and after the Relevant Time, (a) Vector shall, or shall cause a member of the Vector Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms (“Assume”), all of the Vector Retained Liabilities and (b) Spinco shall, or shall cause a member of the Spinco Group to, Assume all the Spinco Liabilities, in each case, regardless of (i) when or where such Liabilities arose or arise, (ii) whether the facts upon which they are based occurred prior to, on or subsequent to the Relevant Time, (iii) where or against whom such Liabilities are asserted or determined, or (iv) whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Vector Group or the Spinco Group, or any of their past or present respective directors, officers, employees, agents, Subsidiaries or Affiliates.

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