Recovery by Parent Sample Clauses

Recovery by Parent. In seeking to collect the amount of any Parent Claim that a member of the Parent Group has established and is entitled to indemnification hereunder, Parent shall first give the Principals' Agent written notice of such Parent Claim (the "Claim Notice"). The Claim Notice shall contain a reasonably detailed summary of the basis for and the amount of the Parent Claim. If the Principals' Agent does not dispute the basis or amount of any Parent Claim within 30 days of receiving the Claim Notice thereof, Parent shall have the right promptly to recover indemnity as and to the extent provided in the Escrow Agreement and herein. If the Principals' Agent disagrees with the basis of the Parent Claim or the amount of damages caused thereby, then within 30 days of receiving the Claim Notice thereof, the Principals' Agent shall give notice to Parent of such disagreement and, in that
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Recovery by Parent. In seeking to collect the amount of any Parent Claim that a member of the Parent Group has established and is entitled to indemnification hereunder, Parent shall first give the Company Stockholder Representative written notice of such Parent Claim. Such notice shall contain a reasonably detailed summary of the basis for the Parent Claim and the provision or provisions of this Agreement under which such indemnification is sought. If the Company Stockholder Representative does not dispute the basis or amount of any Parent Claim within 30 days of receiving written notice thereof, Parent shall have the right promptly to recover indemnity as and to the extent provided herein. If the Company Stockholder Representative disagrees with the basis for or amount of the Parent Claim, then within 30 days of receiving written notice thereof, the Company Stockholder Representative shall give notice to Parent of such disagreement and, in that case, Parent shall have the right promptly to recover indemnity for any undisputed amount as and to the extent provided herein, but shall have no right to recover indemnity for any disputed amount hereunder until such time, if at all, as (a) a court of competent jurisdiction issues a final, non-appealable order specifying the amount of Parent’s recovery, in which case Parent shall have the right promptly to recover the amount so specified (subject to the limitations contained in this Article 8) or (b) Parent and the Company Stockholder Representative agree in writing to the amount of Parent’s recovery, in which case Parent shall have the right promptly to recover the amount so agreed.
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Recovery by Parent. If the Stockholders Representative does not dispute the basis or amount of any Parent Claim within 30 days of receiving written notice thereof, Parent shall have the right promptly to recover indemnity as and to the extent provided herein. If the Stockholders Representative disagrees with the basis of the Parent Claim or the amount of Damages caused thereby, then within 30 days of receiving written notice thereof, the Stockholders Representative shall give notice to Parent of such disagreement and, in that case, Parent shall have no right to recover indemnity hereunder until such time, if at all, as (a) a court of competent jurisdiction issues a final, non-appealable order specifying the amount of Parent's recovery, in which case Parent shall have the right promptly to recover the amount so specified (subject to the limitations contained in Section 7.3 and Section 7.4(g) hereof) or (b) Parent and the Stockholders Representative agree in writing to the amount of Parent's recovery, in which case Parent shall have the right promptly to recover the amount so agreed.
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Recovery by Parent. In seeking to collect the amount of any Parent Claim that a member of the Parent Group seeks to recover, in whole or in part, from the Escrow Fund, Parent shall first give the Holder's Agent and the Escrow Agent written notice of such Parent Claim. Such notice of a Parent Claim or potential Parent Claim shall specify the amount of the Parent Claim (or Parent's good faith estimate of the amount of the Parent Claim if the amount is not yet determined) and the property recoverable from the Escrow Fund sufficient to satisfy such Parent Claim, after giving effect to the limitations set forth in this Article 8 and the manner of valuing property in the Escrow Fund as set forth in the Escrow Agreement. The notice shall also provide a reasonably detailed summary of the basis for such Parent Claim. The delay or failure of Parent to provide notice hereunder shall not in any way limit Parent's indemnification rights hereunder except to the extent that the Stockholders shall have been materially adversely affected by such delay or failure and except that in any event such notice shall be made within the period provided in Section 8.3.1(a) hereof. If the Holder's Agent does not dispute the basis or amount of any Parent Claim within 30 days of receiving written notice thereof, Parent shall have the right promptly to recover indemnity as and to the extent provided herein. If the Holder's Agent disagrees with the basis of the Parent Claim or the amount of damages caused thereby, then within 30 days of receiving written notice thereof, the Holder's Agent shall give notice to Parent of such disagreement and, in that case, Parent shall have no right to recover indemnity hereunder until such time, if at all, as (a) a court of competent jurisdiction issues a final, non-appealable order specifying the amount of Parent's recovery, in which case Parent shall have the right promptly to recover the amount so specified (subject to the limitations contained in Section 8.3 hereof) or (b) Parent and the Holder's Agent agree in writing to the amount of Parent's recovery, in which case Parent shall have the right promptly to recover the amount so agreed.
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Recovery by Parent. In seeking to collect the amount of any Parent Claim that a member of the Parent Group has established and is entitled to indemnification for hereunder, Parent shall first give the Shareholders' Representative and the Escrow Agent written notice of such Parent Claim. Such notice shall contain a brief summary of the basis for the Parent Claim. If the Shareholders' Representative does not dispute the basis or amount of any Parent Claim within 45 days of receiving written notice thereof, Parent shall have the right promptly to recover indemnity as and to the extent provided herein. If the Shareholders' Representative disagrees with the basis of the Parent Claim or the amount of damages caused thereby, then within 45 days of receiving written notice thereof, the Shareholders' Representative shall give notice to Parent of such disagreement and, in that case, Parent shall have no right to recover indemnity hereunder until such time, if at all, as (a) an arbitrator has issued a decision from an arbitration proceeding completed pursuant to the Escrow Agreement (subject to the limitations contained in Article 8) or (b) Parent and the Shareholders' Representative agree in writing to the amount of Parent's recovery, in which case Parent shall have the right promptly to recover the amount so agreed.
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Related to Recovery by Parent

  • Performance by Seller Seller shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by each of them, on or before the Closing Date.

  • Delivery by Seller At or before the Closing, Seller shall deliver to Buyer the following:

  • Indemnity by Seller Subject to the limitations in this Article X, Seller shall indemnify and hold harmless Buyer and its current and former directors, officers, employees, agents, representatives, Affiliates, successors and assigns (collectively, the “Buyer Indemnified Parties”), from and against any and all losses, liabilities, damages, demands, claims, suits, actions, judgments or causes of action, assessments, reasonable costs and reasonable expenses (whether or not involving a third party claim), including, without limitation, reasonable attorneys’ fees, any and all reasonable expenses incurred in investigating, preparing or defending against any actions and/or suits (commenced or threatened), demands, assessments, judgments, or any claim whatsoever, and any and all amounts paid in settlement of any of the aforementioned (collectively, the “Buyer’s Damages”), asserted against, resulting to, imposed upon, or incurred or suffered by any Buyer Indemnified Party, directly or indirectly, as a result of, in respect of, connected with, or arising from: (a) any inaccuracy in any representation or warranty of Seller contained in this Agreement; (b) any breach of any covenant or agreement by Seller contained in this Agreement or any Ancillary Agreement; (c) any noncompliance with any bulk sales or fraudulent transfer laws in respect of the transactions contemplated herein; (d) any Employee claim described in Section 9.03 or any Seller Non-Transaction Related WARN Act Liabilities indemnified by Seller pursuant to Section 9.04(a); (e) any Excluded Liabilities; (f) any Taxes payable by Seller pursuant to Section 8.03(b); or (g) the operation of Purchased Business prior to the Closing, except to the extent of an Assumed Liability.

  • Transactions to be Effected at the Closing (a) At the Closing, Buyer shall:

  • Reliance by Parent and Merger Sub Such Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

  • Performance by Purchaser Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser at or prior to the Closing Date.

  • Delivery by the Company At the Closing, the Company shall register the Shares in the name of the Employee. If the Shares are certificated, any certificates relating to the Shares shall be held by the Secretary of the Company or his or her designee on behalf of the Employee.

  • OBLIGATIONS PRIOR TO CLOSING From the date of this Agreement through the Closing:

  • Indemnity by Purchaser The Purchaser understands and acknowledges that the Company, its officers, directors, attorneys and agents are relying upon the representations, warranties and agreements made by the Purchaser to and with the Company herein and, thus hereby agrees to indemnify the Company, its officers and directors, agents, attorneys, and employees, and agrees to hold each of them harmless against any and all loss, damage, liability or exposure, including reasonable attorneys fee, that it or any of them may suffer, sustain, or incur by reason of or in connection with any misrepresentation or breach of warranty or agreement made by the Purchaser under this Agreement, or in connection with the sale or distribution by the Purchaser of the Shares in violation of the Act or any other applicable law.

  • Deliveries by Seller at Closing At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:

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