Satisfaction of Losses Sample Clauses

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.
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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. For purposes of this Section 12.8(a), “Cash Ratio” means a fraction, the numerator of which is 20 and the denominator of which is 55 and “Equity Ratio” means a fraction, the numerator of which is 35 and the denominator of which is 55; provided, however, that if the payment of Cash Consideration or the forfeiture of Equity Consideration would otherwise cause the aggregate amount of Equity Consideration payable to the Shareholder under this Agreement to drop below forty percent (40%) of the total Merger Consideration, then the Cash Ratio and Equity Ratio shall be automatically adjusted if, when and as necessary to preserve the status of the Merger as a “reorg...
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Satisfaction of Losses. Once Adverse Consequences are agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Section 7, 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: (i) Principal Sellers shall satisfy their liability for Losses by paying the amount of such liability to the indemnified party or, at the written election of either Buyers or Seller Representative, by offsetting such amount against the outstanding balance of the Note; provided, however, that in the event any such offset is elected by Seller Representative prior to the due date of the next installment otherwise payable under the Note, the amount of Loss to be offset shall be increased by the applicable "short-term rate" per annum, compounded annually, from the date paid by the indemnified party to a third party or payable to the indemnified party by virtue of a breach of Sections 3.3, 3.9 or 4.1 up to the date of the next installment otherwise ------------ --- --- payable under the Note; and (ii) Buyers and MMA shall satisfy their liability for Losses by paying the amount of such liability to the Seller Representative on behalf of the Sellers.
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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.
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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. (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. (b) Any Losses payable to a Buyer Indemnitee pursuant to Article VII or Article IX shall be satisfied in the following order: (i) First, such Losses shall be offset against the outstanding principal of the Note, until the outstanding principal of the Note is reduced to $0.00. (ii) Thereafter, Beneficial Owner shall cause such Losses to be paid to Buyer by wire transfer of immediately available funds to an account designated by Buyer in writing. (c) Any Losses payable to a Seller Indemnitee pursuant to Article VII, or Article IX, shall be satisfied by increasing the outstanding principal of the Note by the amount of such Losses payable to a Seller Indemnitee as of the date such Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable. (d) Subject to the procedures set forth in Section 9.05, any modification of the principal amount due under the Note as a result of the Losses payable to any Buyer Indemnitee or Seller Indemnitee pursuant to this Agreement shall be applied to the Note effective as of the earliest to occur of: (i) the date on which the Indemnifying Party agrees to such Loss; (ii) the date on which such payable Loss is finally adjudicated; or (iii) only to the extent this Agreement sets forth an alternate resolution period relating to such Loss, on the date of resolution under such alternate resolution period (the “Loss Determination Date”). Buyer and Seller agree that in the event of any modification of the principal amount due under the Note pursuant to Article IX, Buyer and Seller shall execute an amendment to the Note reflecting such modified principal amount within ten (10) Business Days following the Loss Determination Date. For the avoidance of doubt, Seller shall have no right to claim and Buyer shall not be obligated to pay any interest on any amount of principal of the Note that is reduced in accordance with this Agreement, including, without limitation, pursuant to Article II, Article VI, or Article IX.
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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;

  • Mitigation of Losses The Indemnified Party shall procure that all reasonable steps are taken and all reasonable assistance is given (including the taking of any actions reasonably requested by an Indemnifying Party) to avoid or mitigate any Losses, which in the absence of mitigation might give rise to or increase a Loss in respect of any claim under this Article 8. Without limiting the foregoing, the Purchasers and the Sellers shall seek and collect any indemnification, reimbursement or other recovery of Losses that may be available under any applicable Corporate Trust Contract in accordance with Section 4.2 and the applicable provisions of the Purchase Agreement.

  • Satisfaction of Claims (a) Claims made by the Buyer Indemnified Persons for indemnification under this Section 8 (other than claims made under clause (iv) or (v) of Section 8.2(a)) shall be satisfied (x) directly from Compass for Compass’ Pro Rata Percentage of such claim and (y) with respect to Sellers other than Compass, from the Non-Public Stockholder Indemnification Escrow Amount, and if the Non-Public Stockholder Indemnification Escrow Amount is insufficient to satisfy such claim for indemnification, then directly from Sellers (other than Compass), severally and not jointly for such Seller’s Pro Rata Percentage of such claim. In the event of a Breach by a particular Seller under Section 8.2(b), indemnification for such Breach will be satisfied solely by such Seller (including from such Seller’s Pro Rata Percentage of the Non-Public Stockholder Indemnification Escrow Amount). (b) Claims made by the Buyer Indemnified Persons for indemnification under clause (iv) or (v) of Section 8.2(a) shall be satisfied first from the Litigation Escrow Amount and, if the Litigation Escrow Amount is insufficient to satisfy such claim for indemnification, then, (x) directly from Compass for Compass’ Pro Rata Percentage of such claim and (y) with respect to Sellers other than Compass, from the Non-Public Stockholder Indemnification Escrow Amount and if the Non-Public Stockholder Indemnification Escrow Amount is insufficient to satisfy such claim for indemnification, then directly from Sellers (other than Compass), severally and not jointly for such Seller’s Pro Rata Percentage of such claim. (c) Claims made by the Buyer Indemnified Persons for indemnification under Section 6.2(d) shall be governed by such section.

  • Allocation of Losses (a) On or prior to each Determination Date, the Master Servicer shall determine the amount of any Realized Loss in respect of each Mortgage Loan that occurred during the immediately preceding calendar month. (b) With respect to any Distribution Date, the principal portion of each Realized Loss (other than any Excess Loss) with respect to a Mortgage Pool shall be allocated in the following order of priority: (i) to the Class B-6 Certificates until the Class Certificate Balance thereof has been reduced to zero; (ii) to the Class B-5 Certificates until the Class Certificate Balance thereof has been reduced to zero; (iii) to the Class B-4 Certificates until the Class Certificate Balance thereof has been reduced to zero; (iv) to the Class B-3 Certificates until the Class Certificate Balance thereof has been reduced to zero; (v) to the Class B-2 Certificates until the Class Certificate Balance thereof has been reduced to zero; (vi) to the Class B-1 Certificates until the Class Certificate Balance thereof has been reduced to zero; (vii) to the Classes of Senior Certificates of the related Certificate Group, pro rata, in accordance with their Class Certificate Balances. (c) With respect to any Distribution Date, the principal portion of any Excess Loss with respect to a Mortgage Pool (other than Excess Bankruptcy Losses attributable to Debt Service Reductions) shall be allocated pro rata to each Class of Certificates of the related Certificate Group based on their respective Class Certificate Balances (in the case of the Senior Certificates) or Apportioned Principal Balances (in the case of the Subordinated Certificates). (d) Any Realized Losses allocated to a Class of Certificates pursuant to Section 4.4(b) or (c) shall be allocated among the Certificates of such Class in proportion to their respective Certificate Principal Balances. Any allocation of Realized Losses pursuant to this paragraph (d) shall be accomplished by reducing the Certificate Principal Balances of the related Certificates on the related Distribution Date in accordance with Section 4.4(e). (e) Realized Losses allocated in accordance with this Section 4.4 shall be allocated on the Distribution Date in the month following the month in which such loss was incurred and, in the case of the principal portion thereof, after giving effect to the distributions made on such Distribution Date. (f) On each Distribution Date, the Master Servicer shall determine the Subordinated Certificate Writedown Amount, if any. Any such Subordinated Certificate Writedown Amount shall effect, without duplication of any other provision in this Section 4.4 that provides for a reduction in the Class Certificate Balance of the Subordinated Certificates, a corresponding reduction in the Class Certificate Balance of the Subordinated Certificates, which reduction shall occur on such Distribution Date after giving effect to distributions made on such Distribution Date. (g) Notwithstanding the foregoing, no such allocation of any Realized Loss shall be made on a Distribution Date to a Class of Certificates to the extent that such allocation would result in the reduction of the aggregate Class Certificate Balances of all the Senior Certificates of a related Certificate Group as of such Distribution Date plus the Apportioned Principal Balances of the Subordinated Certificates of such Certificate Group as of such Distribution Date, after giving effect to all distributions and prior allocations of Realized Losses on such date, to an amount less than the aggregate Stated Principal Balance of the Mortgage Loans in the related Mortgage Pool as of the first day of the month of such Distribution Date, less any Deficient Valuations occurring on or prior to the Bankruptcy Coverage Termination Date (such limitation, the "Loss Allocation Limitation").

  • Calculation of Losses (a) The amount of any Loss for which indemnification is provided in clause (i), (ii), (iii), (iv) or (v)(A) of Section 13.01(a) of this Agreement or clause (i), (ii), (iii), (iv) or (v)(A) of Section 13.02(a) of this Agreement shall be net of any amounts actually recovered by the indemnified party under the True Insurance Policies (as such term is defined in the ATCA) with respect to such Loss; provided, however, that the indemnified party shall not have any obligation to seek any such recovery under any True Insurance Policy. The amount of any Loss for which indemnification is provided pursuant to Section 13.01(a) or Section 13.02(a) of this Agreement shall be (i) increased to take account of any net Tax cost incurred by the indemnified party arising from the receipt or accrual of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any net Tax Benefit (as defined in the ATCA) realized by the indemnified party arising from the deductibility of any such Loss. In computing the amount of any such Tax cost or Tax Benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt or accrual of any indemnity payment hereunder or the deductibility of any indemnified Loss. Any indemnification payment hereunder shall initially be made without regard to clauses (i) and (ii) in the second sentence of this Section 13.03, and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax Benefit only after the indemnified party has actually realized such cost or benefit. For purposes of this Agreement, an indemnified party shall be deemed to have “actually realized” a net Tax cost or a net Tax Benefit to the extent that, and at such time as, the amount of Taxes payable by such indemnified party is increased above or reduced below, as the case may be, the amount of Taxes, that such indemnified party would be required to pay but for the receipt or accrual of the indemnity payment or the deductibility of such Loss, as the case may be. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination (which shall include the execution of Form 870 AD or successor form) with respect to the indemnified party’s liability for Taxes, and payments between the indemnified party and the indemnifying party to reflect such adjustment shall be made if necessary. (b) No indemnified party shall be entitled to indemnification pursuant to Section 13.01(a) with respect to any Loss that has been taken account of in any adjustment pursuant to Section 1.05 of the Maleic Agreement. If the amount of any Loss, at any time subsequent to the making of any payment for indemnification pursuant to Section 13.01(a) or 13.02(a), is reduced by recovery, settlement or otherwise under or pursuant to any claim, recovery, settlement or payment by or against any other person that is not an affiliate of the indemnified party, the amount of such reduction, less any costs, expenses, premiums or other offsets incurred in connection therewith, shall promptly be repaid by the indemnified party to the indemnifying party. Upon making any payment for indemnification pursuant to Section 13.01(a) or 13.02(a), the indemnifying party shall, to the extent of such payment, be subrogated to all rights of the indemnified party (other than any rights of such indemnified party under any insurance policies) against any third party that is not an affiliate of the indemnified party in respect of the indemnifiable Loss to which such payment relates. Each such indemnified party shall duly execute upon request all instruments reasonably necessary to evidence and perfect the above described subrogation rights.

  • Determination of Losses The amount of any Losses subject to indemnification shall be reduced by the amounts of any Tax Benefits inuring to the Indemnified Party on account of such Loss and any insurance proceeds received by the Indemnified Party in connection therewith. If the Indemnified Party receives a Tax Benefit after an indemnification payment is made to it, the Indemnified Party shall promptly pay to the Indemnifying Party that made or directed such indemnification payment the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized by the Indemnified Party. For purposes hereof, “Tax Benefit” shall mean any refund of Taxes paid or reduction in the amount of Taxes which otherwise would have been paid. The Indemnified Party shall use commercially reasonable efforts to seek full recovery under all insurance policies covering any Losses to the same extent as they would if such Losses were not subject to indemnification hereunder. In the event that an insurance is received by any Indemnified Party with respect to any Losses for which any such Person has been indemnified hereunder, then a refund equal to the amount of the recovery shall be made promptly to the Indemnifying Party that made or directed and provided such indemnification payments to such Indemnified Party. In the case of any Third Party Claim, unless the Indemnifying Party consents otherwise (which consent shall not be unreasonably withheld), the final amount of Losses subject to indemnification shall not be determined until, and the Indemnifying Party shall not be obligated to make a payment to the Indemnified Party until, the matter underlying the Third Party Claim becomes non-appealable or is not appealed.

  • 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.

  • Mitigation of Loss Each Indemnified Party shall take and shall procure that its Affiliates take all such reasonable steps and action as are reasonably necessary in order to mitigate any Losses (or potential losses or damages) under this Article 13. Nothing in this Agreement shall or shall be deemed to relieve any Party of any common law or other duty to mitigate any losses incurred by it.

  • Satisfaction of Closing Conditions (a) The parties shall use their commercially reasonable best efforts to take all action necessary or appropriate to bring about the satisfaction as soon as possible of all the conditions contained in Section 7. Without limiting the generality of the foregoing, the parties shall apply for and diligently prosecute all applications for, and shall use their commercially reasonable best efforts promptly to obtain, such consents, authorizations and approvals from such third parties and governmental authorities as shall be necessary to permit the consummation of the transactions contemplated by this Merger Agreement, including, without limitation, making the requisite filings with the Federal Trade Commission and the Antitrust Division of the Department of Justice pursuant to the HSR Act and each party will refrain from taking any action which would cause, and shall use its commercially reasonable best efforts to take any action necessary to prevent, any of the representations and warranties made by it in this Merger Agreement not to be true and correct in all material respects at and as of the Closing Date with the same force and effect as then made (except with respect to representation and warranties which are made as of a specific date), subject only to exceptions permitted or expressly contemplated by this Merger Agreement. The Company further covenants and agrees, with respect to any threatened or pending judgment, order, injunction, decree or decision of any governmental authority that will adversely affect the ability of the parties hereto to consummate the transactions contemplated hereby, to use all commercially reasonable efforts to prevent the entry or promulgation thereof and to defend and cooperate with each other in the defending of any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties challenging the transaction contemplated hereby as the case may be, it being understood that such efforts shall not include any requirement of the Company to expend material sums of money or grant any material financial or other accommodation. (b) The Buyer agrees to use commercially reasonable best efforts to obtain the financing necessary to consummate the transactions contemplated hereby as soon as possible. The Buyer agrees that any 144A offerings contemplated by the Financing Letters must be consummated prior to October 31, 1998 and that if any such offering is not consummated prior to such date, then the Buyer will be obligated on October 31, 1998 to obtain the bridge loan financing contemplated by the Financing Letter in substitution therefor pursuant to the terms thereof, subject to the conditions for such bridge loan financing set forth in the Financing Letters. The Company agrees to provide, and will cause its subsidiaries and their respective personnel and advisers to provide, all cooperation reasonably requested in connection with the arrangement of such financing, including without limitation, participation in meetings, due diligence sessions, road shows, the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents, the execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of the Company with respect to solvency matters, comfort letters of accountants as may be reasonably requested by Buyer. Notwithstanding the foregoing, Buyer agrees that the payment of any expenses relating to providing such cooperation, including fees by the Company in connection with any commitment letters, shall be subject to the occurrence of the Closing.

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