Common use of Satisfaction of Indemnification Claims Clause in Contracts

Satisfaction of Indemnification Claims. For any claim for indemnification under ‎ARTICLE 10, the Buyer Indemnified Parties will first seek satisfaction of such indemnification claim from the Escrow Fund until such amounts have been distributed to the Seller or have been exhausted, before seeking indemnification directly from the Seller, provided that, for any claims for indemnification under ‎ARTICLE 10 with respect to a breach of a Fundamental Representation, the Buyer Indemnified Parties will have the right (but not the obligation) to seek satisfaction of such claim directly from the Seller. If any amount owed under this ‎ARTICLE 10 is not paid within 10 days of the Indemnifying Parties and the Indemnified Parties agreeing such amount is due or upon a final adjudication determined by a court of competent jurisdiction that such amount is due (either, a “Final Determination”), the Buyer may, in its sole discretion, in addition to all other remedies it may have, recover some or all of such amount by setting off such amount against any amounts then due and payable by the Buyer or any of its Affiliates to the Seller or any of its Affiliates under the Transaction Documents or any other agreement with the Seller. In each case, the exercise of such right to cancel or set off will not constitute a breach of any Buyer Indemnified Party’s obligations under the Transaction Documents or any other agreement with the Seller, and the exercise or failure to exercise such right to cancel or set off will not constitute an election of remedies or limit any Party in any manner in the enforcement of any other remedies that may be available to such Party.

Satisfaction of Indemnification Claims. For any claim for indemnification under ‎ARTICLE 10Except as set forth in Section 9.4(b), the Buyer Indemnified Parties will first seek satisfaction of such indemnification claim from the Escrow Fund until such amounts have been distributed to the Seller or have been exhausted, before seeking indemnification directly from the Seller, provided that, for any claims for indemnification under ‎ARTICLE 10 with respect to a breach of a Fundamental Representation, the Buyer Indemnified Parties will shall have the right (but not the obligation) obligation to seek satisfaction of such claim directly claims for indemnification from either the SellerEscrow Fund pursuant to the Escrow Agreement or any of the Indemnifying Securityholders. If any amount owed under this ‎ARTICLE 10 Article IX is not paid within 10 30 days of the Indemnifying Parties Securityholders and the Indemnified Parties agreeing such amount is due or upon a final adjudication determined by a court of competent jurisdiction that such amount is due (either, a “Final Determination”), the Buyer Indemnifying Securityholder shall reimburse the Indemnified Party for any and all costs or expenses of any nature or kind whatsoever (including reasonable legal fees) incurred in seeking to collect such amount under this Article IX, and no limitation in this Article IX shall apply to any such reimbursement. If any amount owed under this Article IX is not paid within 30 days of a Final Determination, Parent may, in its sole discretion, in addition to all other remedies it may have, recover some or all of such amount by setting off such amount against any amounts then due and payable by the Buyer Parent or any of its Affiliates to the Seller such Indemnifying Securityholder or any of its their respective Affiliates under the Transaction Documents or any other agreement with the Sellerthis Agreement,. In each case, the exercise of such right to cancel or set off will shall not constitute a breach of any Buyer Indemnified Party’s obligations under the Transaction Documents or any other agreement with the Sellerthis Agreement, and the exercise or failure to exercise such right to cancel or set off will shall not constitute an election of remedies or limit any Indemnified Party in any manner in the enforcement of any other remedies that may be available to such Indemnified Party. Each Stockholder and Optionholder hereby irrevocably constitutes and appoints Parent as their true and lawful attorney-in-fact and agent with full power of substitution to do any and all things and execute any and all documents which may be necessary to effectuate any cancellation of Equity Securities or set off in accordance with this Section 9.7. The foregoing grant of authority is a special power of attorney coupled with an interest and is irrevocable.

Satisfaction of Indemnification Claims. For any claim for indemnification under ‎ARTICLE 10, the Buyer The Purchaser Indemnified Parties will first may seek satisfaction of such indemnification claim from the Escrow Fund until such amounts have been distributed to the Seller or have been exhausted, before seeking indemnification claims directly from the Seller, provided that, for any claims for indemnification under ‎ARTICLE 10 with respect to a breach of a Fundamental Representation, the Buyer Indemnified Parties will have the right (but not the obligation) to seek satisfaction of such claim directly from the Seller. If any amount owed under this ‎ARTICLE 10 Article VII is not paid within 10 days of the Indemnifying Parties Seller and the Purchaser Indemnified Parties agreeing such amount is due or upon a final adjudication determined by a court of competent jurisdiction that such amount is due (either, a “Final Determination XE “Final Determination” \t “Section 6.8” ”), and Seller shall reimburse the Buyer Purchaser Indemnified Party for any and all costs or expenses of any nature or kind whatsoever (including reasonable legal fees) incurred in seeking to collect such amount under this Article VII, and no limitation in this Article VII shall apply to any such interest or reimbursement. If any amount owed under this Article VII is not paid within 30 days of a Final Determination, Purchaser may, in its sole discretion, in addition to all other remedies it may have, recover some or all of such amount by setting off such amount against any amounts then due and payable by the Buyer Purchaser or any of its Affiliates to the Seller or any of its Affiliates under the this 20 LEGAL_US_W # 115308022.7 Final Form Agreement, any Transaction Documents Document or any other agreement with the Seller. In each case, the exercise of such right to cancel or set off will shall not constitute a breach of any Buyer Purchaser Indemnified Party’s obligations under the this Agreement, any Transaction Documents Document or any other agreement with the Seller, and the exercise or failure to exercise such right to cancel or set off will shall not constitute an election of remedies or limit any Purchaser Indemnified Party in any manner in the enforcement of any other remedies that may be available to such Purchaser Indemnified Party. Seller hereby irrevocably constitutes and appoints Purchaser as their true and lawful attorney-in-fact and agent with full power of substitution to do any and all things and execute any and all documents which may be necessary to effectuate any set off in accordance with this Section 7.9. The foregoing grant of authority is a special power of attorney coupled with an interest and is irrevocable.

Satisfaction of Indemnification Claims. For any claim for indemnification under ‎ARTICLE ARTICLE 10, the Buyer Indemnified Parties will first seek satisfaction of such indemnification claim from the Escrow Fund until such amounts have been distributed to the Seller Sellers or have been exhausted, before seeking indemnification directly from the SellerSellers, provided that, for any claims for indemnification under ‎ARTICLE ARTICLE 10 with respect to a breach of a Fundamental fundamental Representation, the Buyer Indemnified Parties will have the right (but not the obligation) to seek satisfaction of such claim directly from the Seller. If any amount owed under this ‎ARTICLE ARTICLE 10 is not paid within 10 days of the Indemnifying Parties and the Indemnified Parties agreeing such amount is due or upon a final adjudication determined by a court of competent jurisdiction that such amount is due (either, a “Final Determination”), the Buyer may, in its sole discretion, in addition to all other remedies it may have, recover some or all of such amount by setting off such amount against any amounts then due and payable by the Buyer or any of its Affiliates to the Seller or any of its Affiliates under the Transaction Documents or any other agreement with the Seller. In each case, the exercise of such right to cancel or set off will not constitute a breach of any Buyer Indemnified Party’s obligations under the Transaction Documents or any other agreement with the Seller, and the exercise or failure to exercise such right to cancel or set off will not constitute an election of remedies or limit any Party in any manner in the enforcement of any other remedies that may be available to such Party.