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.
Satisfaction of Claims. 10 A. Acceptance by CONTRACTOR of payments made by Intermediary in accordance with this 11 Agreement shall be deemed satisfaction in full of any COUNTY obligation to CONTRACTOR with 12 respect to those claims for Hospital Services for which payment has been made by COUNTY, 13 notwithstanding CONTRACTOR’s right to appeal any denied claim, as provided for in Paragraph IV. of 14 this Exhibit B to this Agreement and CONTRACTOR’s right to pursue co-payments due from MSN 15 Patients.
16 B. CONTRACTOR and ADMINISTRATOR may mutually agree, in writing, to modify the
Satisfaction of Claims. Unless otherwise provided herein, any distributions and deliveries to be made on account of Allowed Claims under the Plan shall be in complete and final satisfaction, settlement, and discharge of and exchange for such Allowed Claims.
Satisfaction of Claims. (i) Except for Exempted Losses, claims by an Indemnified Party for Losses shall be satisfied solely from the Escrow Account. Claims by an Indemnified Party for Exempted Losses, shall be satisfied: (A) first, from the Escrow Account, but only after (1) satisfying all other pending claims that are not claims for Exempted Losses, and (2) making appropriate reserve as provided herein for any then unresolved claims that are not claims for Exempted Losses, and (B) second, if the Escrow Account is insufficient after such satisfaction or reserve, (1) in the case of Fraud, at the election of the Indemnified Party and in any combination the Indemnified Party elects, directly from each Company Holder, severally in accordance with such holder’s Pro Rata Portion of the Losses, up to the aggregate proceeds received by such Company Holder hereunder and/or directly and individually from such Person or Persons committing such Fraud, jointly and severally among such Persons, without limit, and (2) in the case of Exempted Losses other than Fraud, directly from each Company Holder, severally in accordance with such holder’s Pro Rata Portion of the Losses, in an amount not to exceed the aggregate proceeds received by such Company Holder hereunder.
(ii) The representations and warranties, covenants and obligations of Company, and the rights and remedies that may be exercised by the Indemnified Parties, will not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Indemnified Parties or any of their Affiliates. Such representations and warranties, covenants and obligations will not be affected or deemed waived by reason of the fact that the Indemnified Parties knew or should have known that any representation or warranty might be inaccurate or that the Indemnifying Party failed to comply with any agreement or covenant. Any investigation by such party will be for its own protection only and will not affect or impair any right or remedy hereunder.
Satisfaction of Claims. The Executive agrees that his rights and interests, and rights and interests of any persons taking under or through him, will be completely satisfied upon compliance by the Company with the provisions of this Agreement.
Satisfaction of Claims. Any payment or issuance or transfer of Shares to the Optionee (or the Optionee's legal representative, heir, legatee, or distributee) in accordance with this Agreement shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. The Committee may require any such person, as a condition precedent to such payment, issuance, or transfer, to execute a release and receipt in the form determined by the Committee.
Satisfaction of Claims. 4 Acceptance by CONTRACTOR of payments made by Intermediary in accordance with the
Satisfaction of Claims. Except to the extent that the Losses resulted from fraud or intentional misrepresentation 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 7.4(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.
Satisfaction of Claims. If any Person entitled to indemnification under this Article X (an "Indemnified Party") desires to assert any claim for indemnification or to be held harmless under this Article X (a "Claim"), the Indemnified Party shall deliver to the Person that is obligated to provide such indemnification (the "Indemnifying Party") notice of its demand for satisfaction of such Claim (a "Request"), specifying in reasonable detail the amount of such Claim and, to the extent practicable under the circumstances, the basis for asserting such Claim. Within 30 days after the Indemnifying Party has been given a Request, the Indemnifying Party shall either (i) satisfy the Claim requested to be satisfied in such Request by delivering to the Indemnified Party payment by wire transfer or a certified or bank cashier's check payable to the Indemnified Party in immediately available Federal Reserve Funds in an amount equal to the amount of such Claim, or (ii) notify the Indemnified Party that the Indemnifying Party contests such Claim by delivering to the Indemnified Party an objection to such Claim, specifying in reasonable detail, to the extent practicable under the circumstances, the basis for contesting such Claim. If the Indemnifying Party fails to satisfy a Claim (or portion of a Claim) within 30 days after the Indemnifying Party has been given a Request with respect to such Claim, and whether or not the Indemnifying Party has contested such Claim, the Indemnifying Party shall pay the Indemnified Party asserting such Claim interest on the unpaid amount of such Claim (or unpaid portion of a Claim) at the Prime Rate, computed from the date such Request was given to the Indemnifying Party to the date such Claim (or portion of a Claim) is satisfied; provided, however, that the Indemnifying Party shall not be required to pay the Indemnified Party interest on that part of any unpaid Claim (or portion of a Claim) which the Indemnifying Party successfully contests.
Satisfaction of Claims. The rights afforded in the Plan and the treatment of all Claims and Equity Interests herein shall be in exchange for and in complete satisfaction, discharge, and release of all Claims and Equity Interests of any nature whatsoever, including any accrued Post-Petition Interest, against the Debtors and the Debtors in Possession, or any of their Estates, Assets, properties, or interests in property. Except as otherwise provided herein, on the Effective Date, all Claims against and Equity Interests in the Debtors and the Debtors in Possession shall be satisfied, discharged, and released in full. Neither the Reorganized GSI Entities nor the Debtors shall be responsible for any pre-Effective Date obligations of the Debtors or the Debtors in Possession, except those expressly assumed by the Reorganized GSI Entities or any such Debtor, as applicable. Except as otherwise provided herein, all Persons shall be precluded and forever barred from asserting against the Reorganized GSI Entities, the Debtors, their respective successors or assigns, or their Estates, Affiliates, Assets, properties, or interests in property any event, occurrence, condition, thing, or other or further Claims, Equity Interests or Causes of Action based upon any act, omission, transaction, or other activity of any kind or nature that occurred or came into existence prior to the Effective Date, whether or not the facts of or legal bases therefore were known or existed prior to the Effective Date.
