Source and Order of Recovery Sample Clauses

Source and Order of Recovery. If there is determined to be any amount owing to a GPIAC Indemnified Party as a result of indemnification under this Article XII, the amount of then-remaining Indemnification Escrow Shares shall be a GPIAC Indemnified Party’s sole source of recovery with respect to any and all amounts owed to a GPIAC Indemnified Party pursuant to this Article XII, except in the case of fraud, in which case: (i) in respect of claims against (A) the Company or (B) a Co-Founder, whether in such Co-Founder’s capacity as a Stockholder, director, officer or employee of the Company, who was perpetrator or had actual knowledge of fraud (any such claim under clause (A) or clause (B), a “Specified Co-Founder Fraud Claim”), then (A) Damages shall first be paid out of the then-remaining Indemnification Escrow Shares and (B) if the amount then-remaining in the Indemnification Escrow Shares is insufficient to satisfy in full any amount owing to a GPIAC Indemnified Party in respect of such Specified Co-Founder Fraud Claim, then the GPIAC Indemnified Party shall only be entitled to recourse directly against the Co-Founders for the amount of Damages in excess of the then-remaining Indemnification Escrow Shares and shall not be entitled to recourse against any other Pre-Closing Holder in respect of such Specified Co-Founder Fraud Claim; and (ii) notwithstanding the foregoing, if a Pre-Closing Holder (other than the Co-Founders), whether in such Pre-Closing Holder’s capacity as a Stockholder, director, officer or employee of the Company, was a perpetrator or had actual knowledge of fraud (“Specified Pre-Closing Holder Fraud Claim”), then (A) Damages relating to such Specified Pre-Closing Holder Fraud Claim shall first be paid out of the then-remaining Indemnification Escrow Shares and (B) if the amount then-remaining in the Indemnification Escrow Shares is insufficient to satisfy in full any amount owing to a GPIAC Indemnified Party in respect of such Specified Pre-Closing Holder Fraud Claim, then the GPIAC Indemnified Party shall only be entitled to recourse directly against such Pre-Closing Holder and the Co-Founders for the amount of Damages in excess of the then-remaining Indemnification Escrow Shares and shall not be entitled to recourse against any other Pre-Closing Holder in respect of such Specified Pre-Closing Holder Fraud Claim; provided that the Pre-Closing Holder and the Co-Founders shall first satisfy their obligations to the GPIAC Indemnified Party in excess of the then-remaini...
Sample 1
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Source and Order of Recovery. Notwithstanding anything to the contrary in this Agreement and subject to the provisions of this Article IX, any Losses incurred by a Buyer Indemnified Party, which shall be indemnified by the Seller Indemnifying Party, shall be satisfied in the following order: (i) Subject to the limitations of this Article IX, any claim for indemnification pursuant to Section 9.2(a)(i) shall be recovered, (I) first, from the General Indemnity Escrow Fund, and (II) second, from the R&W Insurance Policy. (ii) Subject to the limitations of this Article IX, any claim for indemnification pursuant to Section 9.2(a)(ii) shall be recovered (I) first, from the General Indemnity Escrow Fund, (II) second, from the Seller Indemnifying Party up to the then remaining amount of the retention under the R&W Insurance Policy, (III) third, from the R&W Insurance Policy, and (IV) fourth, from the Seller Indemnifying Party (solely for amounts in excess of the limit of liability of the R&W Insurance Policy). (iii) Subject to the limitations of this Article IX, any claim for indemnification pursuant to Section 9.2(a)(iii)-(vi) shall be recovered (I) first, from the General Indemnity Escrow Fund, (II) second, from the R&W Insurance Policy, and (III) third, from the Seller Indemnifying Party.
Sample 1
Source and Order of Recovery. If there is determined to be any amount owing to a Parent Indemnified Party as a result of indemnification under this Article VII, the Parent Indemnified Party shall be entitled to recourse directly against the Shareholder, subject to the limitations set forth herein, through, at the election of such Parent Indemnified Party in such Parent Indemnified Party’s sole discretion, any or all of the following means: (a) by payment of cash; (b) through a set-off against any amounts owed by any Parent Indemnified Party to the Shareholder under this Agreement (including, notwithstanding anything in this Agreement to the contrary, an express right of setoff against the amounts payable under Section 2.2 hereof after the Closing); (c) the redemption of Rollover Shares at a purchase price equal to $6.84 per Rollover Share, or (d) any combination of the means set forth in the foregoing clauses (a) through (c).
Sample 1
Source and Order of Recovery. (i) From and after the Closing, if there is determined to be any amount owing to a Parent Indemnified Party as a result of indemnification under Section 8.02, then, after the Threshold Amount has been fully utilized (unless inapplicable), (A) first, such amount shall be recovered from the then-remaining funds in the Escrow Fund, (B) second, the Parent Indemnified Parties shall be entitled to set-off from any Milestone Payment due pursuant to Section 3.01 (subject to the limitations of Section 8.03(a)); and (C) third, after the Escrow Fund has been fully exhausted and the set-off from any applicable Milestone Payment has been made, any additional amount shall be recovered directly from the Former Securityholders, subject to the limitations set forth in this Article VIII, pursuant to Section 8.03(b)(ii). ** This portion has been redacted pursuant to a confidential treatment request. (ii) From and after the Closing, if there is determined to be any amount owing to a Parent Indemnified Party as a result of indemnification under Section 8.02 and such amount is required to be paid by the Former Securityholders, each Former Securityholder shall be required to pay an amount equal to its Pro Rata Indemnity Percentage of the amount owing to a Parent Indemnified Party as a result of indemnification under Section 8.02, subject to the limitations set forth in this Article VIII.
Sample 1
Source and Order of Recovery. Subject to Section 8.4(b), if there is determined to be Damages owing to an Acquiror Indemnified Party as a result of indemnification under this Article VIII (i) any such Damages shall first be paid out of the then-remaining Indemnification Escrow Funds and (ii) if the amount then-remaining in the Indemnification Escrow Funds is insufficient to satisfy in full any Damages owing to an Acquiror Indemnified Party, then the Acquiror Indemnified Party shall be entitled to recourse directly against the Pre-Closing Holders on a several (but not joint) basis for the amount of such Pre-Closing Holder’s Applicable Percentage of the Damages not paid from the Indemnification Escrow Funds; provided, however, no Pre-Closing Holder shall have any liability to the Acquiror Indemnified Parties for Damages under this Agreement with respect to any Company Warranty Breach in excess of the Indemnification Escrow Funds, except solely (A) in the case of any Fraud by the Company in connection with the negotiation or execution of this Agreement and (B) with respect to any breaches of the Fundamental Representations.
Sample 1

Related to Source and Order of Recovery

  • Order of Recall As vacancies occur, employees will be recalled to available work in the order of the seniority providing skill; competence and ability are considered substantially equal in the judgment of the Employer. Subject to the above qualifications, an employee on layoff shall be offered reinstatement to vacant positions prior to any employees being newly hired and after any appropriate internal transfers as further set forth in this section. Employees regularly assigned to a specific unit, department or facility will be given preferential consideration for transfer to other shifts or positions in that unit, department or facility over all other employees except more senior employees returning from layoff status to their previous unit and shift or position and department/facility. If any offer of recall is accepted, the employee shall be deemed recalled and be removed from the recall roster. Any recall of employees out of seniority will be communicated to the Union representative in advance of the recall.

  • Procurement of Recovered Materials In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired

  • Importer of Record If any Goods are imported, Seller shall when possible allow AGILENT to be the importer of record, unless otherwise specified or approved by AGILENT. If AGILENT is not the importer of record and Seller obtains duty drawback rights to the Goods, Seller shall furnish to AGILENT, upon request, information and documentation required by the customs authorities of the country of receipt to prove importation and to transfer duty drawback rights to AGILENT.

  • Allocation of Recovery Under the Bond In the event Actual Loss is suffered by any two or more of the Funds, any recovery under the Bond will be allocated among such Funds in the following manner: a. If the Fidelity Coverage exceeds or is equal to the amount of the combined Actual Losses of the Funds suffering Actual Loss, then each such Fund shall be entitled to recover the amount of its Actual Loss. b. If the amount of Actual Loss of each Fund suffering Actual Loss exceeds its Minimum Coverage Requirement and the amount of the Funds' combined Actual Losses exceeds the Fidelity Coverage, then each Fund shall be entitled to recover (i) its Minimum Coverage Requirement, and (ii) to the extent there exists Excess Coverage, the proportion of the Excess Coverage which its Minimum Coverage Requirement bears to the amount of the combined Minimum Coverage Requirements of the Funds suffering Actual Loss; provided, however, that if the Actual Loss of any of such Funds is less than the sum of (i) and (ii) of this subpart (b), then such difference shall be recoverable by the other Funds in proportion to their relative Minimum Coverage Requirements. c. If (i) the amount of Actual Loss suffered by any Fund is less than or equal to its Minimum Coverage Requirement, (ii) the amount of Actual Loss of the other Funds exceeds its or their Minimum Coverage Requirement(s) and (iii) the amount of the combined Actual Losses of the Funds exceeds the Fidelity Coverage, then any Fund which has suffered an amount of Actual Loss less than or equal to its Minimum Coverage Requirement shall be entitled to recover its Actual Loss. If only one other Fund has suffered Actual Loss, it shall be entitled to recover the amount of the Fidelity Coverage remaining. If more than one other Fund has suffered Actual Loss in excess of the remaining coverage, they shall allocate such remaining coverage in accordance with Section III(b) of this Agreement.

  • End User Agreement This publication is distributed under the terms of Article 25fa of the Dutch Copyright Act. This article entitles the maker of a short scientific work funded either wholly or partially by Dutch public funds to make that work publicly available for no consideration following a reasonable period of time after the work was first published, provided that clear reference is made to the source of the first publication of the work. Research outputs of researchers employed by Dutch Universities that comply with the legal requirements of Article 25fa of the Dutch Copyright Act, are distributed online and free of cost or other barriers in institutional repositories. Research outputs are distributed six months after their first online publication in the original published version and with proper attribution to the source of the original publication. You are permitted to download and use the publication for personal purposes. All rights remain with the author(s) and/or copyrights owner(s) of this work. Any use of the publication other than authorised under this licence or copyright law is prohibited. If you believe that digital publication of certain material infringes any of your rights or (privacy) interests, please let the University Library know, stating your reasons. In case of a legitimate complaint, the University Library will, as a precaution, make the material inaccessible and/or remove it from the website. Please contact the University Library through email: xxxxxxxxx@xxx.xx.xx. You will be contacted as soon as possible. University Library Radboud University

  • Management of Special and Technical Environment Each certificated support person demonstrates an acceptable level of performance in managing and organizing the special materials, equipment and environment essential to the specialized programs.

  • Review of Records Business Associate agrees to make internal practices, books, and records relating to the use and Disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity available to Covered Entity, or at the request of Covered Entity to the Secretary, in a time and manner designated by Covered Entity or the Secretary, for purposes of the Secretary determining Covered Entity’s compliance with the HIPAA Regulations. Business Associate agrees to make copies of its HIPAA training records and HIPAA business associate agreements with agents and subcontractors available to Covered Entity at the request of Covered Entity.

  • Order Coordination and Order Coordination-Time Specific 2.1.9.1 “Order Coordination” (OC) allows BellSouth and Lightyear to coordinate the installation of the SL2 Loops, Unbundled Digital Loops (UDL) and other Loops where OC may be purchased as an option, to Lightyear’s facilities to limit end user service outage. OC is available when the Loop is provisioned over an existing circuit that is currently providing service to the end user. OC for physical conversions will be scheduled at BellSouth’s discretion during normal working hours on the committed due date. OC shall be provided in accordance with the chart set forth below. 2.1.9.2 “Order Coordination – Time Specific” (OC-TS) allows Lightyear to order a specific time for OC to take place. BellSouth will make every effort to accommodate Lightyear’s specific conversion time request. However, BellSouth reserves the right to negotiate with Lightyear a conversion time based on load and appointment control when necessary. This OC-TS is a chargeable option for all Loops except Unbundled Copper Loops (UCL) and Universal Digital Channel (UDC), and is billed in addition to the OC charge. Lightyear may specify a time between 9:00 a.m. and 4:00 p.m. (location time) Monday through Friday (excluding holidays). If Lightyear specifies a time outside this window, or selects a time or quantity of Loops that requires BellSouth technicians to work outside normal work hours, overtime charges will apply in addition to the OC and OC-TS charges. Overtime charges will be applied based on the amount of overtime worked and in accordance with the rates established in the Access Services Tariff, Section E13.2, for each state. The OC-TS charges for an order due on the same day at the same location will be applied on a per Local Service Request (LSR) basis.

  • Comptroller General Examination of Record The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, as defined in FAR 2.101, on the date of award of this contract, and does not contain the clause at 52.215-2, Audit and Records-Negotiation. (1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract. (2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved. (3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law. (1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause- (i) 52.203-13, Contractor Code of Business Ethics and Conduct (JUN 2020) (41 U.S.C. 3509). (ii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

  • Mail Order Catalog Warnings In the event that, the Settling Entity prints new catalogs and sells units of the Products via mail order through such catalogs to California consumers or through its customers, the Settling Entity shall provide a warning for each unit of such Product both on the label in accordance with subsection 2.4 above, and in the catalog in a manner that clearly associates the warning with the specific Product being purchased. Any warning provided in a mail order catalog shall be in the same type size or larger than other consumer information conveyed for such Product within the catalog and shall be located on the same display page of the item. The catalog warning may use the Short-Form Warning content described in subsection 2.3(b) if the language provided on the Product label also uses the Short-Form Warning.

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