Order of Recourse. Notwithstanding anything to the contrary contained in this Agreement:
Order of Recourse. Subject to Section 5.9(c):
Order of Recourse. All obligations of the Seller pursuant to Section 7.2 shall be satisfied through the cancellation of Parent Shares issued at the Closing with a value equal to the value of the applicable indemnification obligation, at a price per share as determined by reference to average closing price of the Parent Shares on an applicable national securities exchange for the twenty (20) trading days immediately preceding the date on which such indemnification obligation of the Seller was finally determined in accordance with this ARTICLE VII.
Order of Recourse. Except in the event of Fraud, intentional misrepresentation or willful misconduct (which shall not be subject to this Section 9.6(h)), all claims by an Indemnitee for indemnification, compensation or reimbursement pursuant to this Section 9 shall be recovered: (a) first, from the Indemnity Holdback; (b) second, after complying with clause “(a)” (to the extent of the amount of the Indemnity Holdback then in effect), Parent shall have the right to withhold and deduct any sum that is or may be owed to any Indemnitee pursuant to this Section 9 from any Earnout Consideration that becomes payable or issuable to an Indemnitor pursuant to Section 1.9; and (c) third, after complying with clauses “(a)” and “(b)” (with complying with clause “(b)” meaning either the Earnout is fully paid and/or issued to the Indemnitors or the aggregate amount of the claims made by the Indemnitees for indemnification, compensation or reimbursement pursuant to this Section 9 exceeds any Earnout that has become payable to the Indemnitees), directly from the Indemnitors in accordance with each Indemnitor’s Indemnification Percentage. For purposes of the foregoing clause “(a),” Parent shall have the right to withhold and deduct any sum that is or may be owed to any Indemnitee pursuant to this Section 9 from the Indemnity Holdback; and for purposes of this Agreement, “Holdback Parent Trading Price” means the VWAP of one share of Parent Common Stock as reported on Nasdaq for the period of 20 consecutive trading days ending on (and including) the 60th trading day following the date of final resolution of the Claimed Amount (as adjusted as appropriate to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications or similar events). For purposes of the foregoing clause “(b),” Parent shall have the right to withhold and deduct from any such Earnout Consideration the full amount of any sum that is or may be owed by the Indemnitors to any Indemnitee pursuant to this Section 9 dollar-for-dollar.
Order of Recourse. BORROWER and GUARANTOR are jointly and severally liable to LENDER for the obligations pursuant to this LOAN AGREEMENT and any related document thereto. In the event of a default hereunder, LENDER shall not be required to exhaust any or all remedies against BORROWER before proceeding against GUARANTOR.
Order of Recourse. Acquirer Indemnified Persons agree to seek recourse for all indemnification claims hereunder as follows: (i) first, from the Holdback Shares, to the extent that there are Holdback Shares then available to satisfy indemnification claims by Acquirer Indemnified Persons, (ii) second, by set-off against the Earnout Consideration then due and payable to the Stockholder pursuant to clause (d) below, and (iii) third, directly against the Stockholder.
Order of Recourse. The order of recourse in respect of Losses that are indemnifiable under Section 7 or Section 9.2(a) shall be (i) first, solely if the Loss is a result of a Section 382 Liability, against the Section 382 Escrow Fund, (ii) thereafter, against the General Escrow Fund, (iii) thereafter, against the Reps and Warranties Policy (with respect to Losses indemnifiable under Section 7 and Section 9.2(a)(i) and to the extent coverage is available for such Losses under the Reps and Warranties Policy), (iv) thereafter, as a set-off against an applicable Earn-Out Payment or Acceleration Amount in accordance with Section 2.12(g), and (v) finally, against the Company Equityholders (with respect to obligations not subject to the limitations in Section 9.2(c)(i)) based on their respective Pro Rata Percentages; provided, however, that the foregoing order of recourse shall not apply in respect of Losses that are indemnifiable under Section 9.2(a)(iv), and the Purchaser may, at its option, seek recourse in respect of such Losses from any of the applicable sources in clauses (ii) through (v) above in any order (it being understood that the Purchaser may, at its option, seek recourse directly against the Company Equityholders with respect to such Losses in accordance with clause (v) above without seeking any recourse from any other source). For the avoidance of doubt, the Purchaser shall have no recourse against the Section 382 Escrow Fund except to the extent of a Section 382 Liability. Table of Contents
Order of Recourse. Buyer’s rights to indemnification for Losses will be satisfied in the following order: (i) first, from the RWI Policy (if any, and to the extent covered thereby); and (ii) thereafter, from Sellers in accordance with, and subject to the limitations set forth in, this Agreement.
Order of Recourse. Acquirer Indemnified Persons agree to seek recourse for all indemnification claims hereunder as follows: (i) first, from the Holdback Shares, to the extent that there are Holdback Shares then available to satisfy indemnification claims by Acquirer Indemnified Persons, (ii) second, by set-off against the Earnout Consideration and Contingent Consideration then due and payable to the Consideration Recipients pursuant to clause (d) below, and (iii) third, directly against the Consideration Recipients on a several, and not joint, basis in accordance with their respective Pro Rata Share.
Order of Recourse. Subject to the other limitations set forth in this ARTICLE VIII, with respect to any Losses to which a Buyer Indemnitee is entitled under this ARTICLE VIII, such Buyer Indemnitee shall satisfy such Losses (i) first from the Stock Indemnity Escrow, to the extent then available in accordance with Section 8.11; (ii) second, by set off against the Deferred Consideration, in accordance with Section 8.08; (iii) third, by set off against the 2022 Earnout Consideration, if any, in accordance with Section 8.08; and (iv) fourth, if and only to the extent permitted under this ARTICLE VIII, from the Seller directly.
