Indemnification Adjustment. At Buyer’s sole option, by notification in writing to Seller, any amounts payable to Buyer or any Buyer Indemnified Party under ARTICLE VI or ARTICLE VIII hereof may be satisfied, in whole or in part, by reducing the aggregate and per share stated value of the DSS Preferred Shares by a dollar amount equal to such amounts so payable, as further provided in the Certificate of Designations.
Indemnification Adjustment. The amount of any Losses shall be reduced by any amount received by an Indemnified Party under any insurance coverage or from any other party alleged to be responsible therefor (net of any cost of recovery), and such Indemnified Party shall either (i) use commercially reasonable efforts to collect any amounts available under such insurance coverage or from such other party alleged to have responsibility or (ii) assign to the Indemnifying Party responsible for reimbursing such Losses all of its rights to collect under any insurance coverage or from any other party alleged to be responsible therefor, provided, however, that such Indemnifying Party shall be under no obligation to accept any such assignment, if such collection rights are non-assignable or if such Indemnifying Party reasonably determines that the assignment of such rights would materially decrease the amount of funds (net of any cost of recovery) that such Indemnifying Party would otherwise be entitled to receive pursuant to this Section 8.1(g) with respect to such Losses. If an Indemnified Party receives an amount under insurance coverage or from such other party with respect to Losses at any time subsequent to any indemnification provided by this Section 8.1, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made to the Indemnified Party by such Indemnifying Party (net of any cost of recovery) in connection with providing such indemnification up to such amount received by the Indemnified Party. In addition, no Indemnified Party shall be entitled to any duplication of reimbursement or indemnification with respect to any Losses which constitute a breach of more than one representation, warranty, covenant or agreement contained herein.
Indemnification Adjustment. All amounts paid with respect to Indemnification Claims under this Agreement shall be treated by the parties hereto for all Tax purposes as adjustments to the Purchase Price.
Indemnification Adjustment. The Purchase Price shall be reduced from time to time by the full aggregate amount (the “Indemnification Adjustment”) owed to WidePoint or Acquisition under this Section 13 as adjusted, if applicable, to reflect the provisions of Sections 13.6 and 13.7, as a result of any Indemnification Matters (as defined in Section 13.5).
Indemnification Adjustment. 42 10.6 Exclusive Remedy................................................ 43
Indemnification Adjustment. (a) In the event Buyer Damages are due and payable to Buyer, and subject to Section 10.4 above, Buyer shall:
(i) provided that a balance remains payable under the Convertible Secured Note (the "Unpaid Note Balance"), whether or not matured, first offset against the Secured Convertible Note and the Unpaid Note Balance the amount of any Buyer Damages for which such Buyer Indemnitee is entitled to be indemnified under this ARTICLE 10, subject to the Indemnification Basket and the Indemnification Cap for claims under Section 10.2(a)(i) and 10.2(a)(ii), and Buyer is hereby entitled and authorized to offset and cancel such portion of the balance due thereunder and treat such amount as a payment pursuant to this ARTICLE 10, such amounts to be accounted for as a purchase price adjustment;
(ii) to the extent any amount of such Damages remains unpaid after the offset and cancellation described in Section 10.5(a)(i), or if the Secured Convertible Note has been converted into Buyer Ordinary Shares, as provided in the Secured Convertible Note, or has been paid in full by Buyer, then:
(a) make a claim to the Escrow Agent, pursuant to the Escrow Agreement, for payment from the Escrow Account of such remaining unpaid amounts of Damages, to the extend that cash exists in the Escrow Account to pay such claims (either from the Cash Escrow Deposit or from returns credited to the Escrow Account) and the Escrow Agent shall, subject to the Escrow Agreement, pay such claims to the extent such amounts are available;
(b) to the extent that any amount of unpaid Damages remains after all payments made by the Escrow Agent to Buyer pursuant to the clauses above, and if Conversion Shares remain in the Escrow Account, make a claim to the Escrow Agent, pursuant to the Escrow Agreement, for the delivery from the Escrow Account to Buyer of an amount of Conversion Shares equal in Fair Market Value to at least the of the amount of remaining unpaid Damages, and the Escrow Agent shall, subject to the Escrow Agreement, deliver such Conversion Shares to the Buyer for immediate cancellation by Buyer, and to the extent that the Fair Market Value of the Conversion Shares so delivered to the Buyer exceeds the amount of remaining unpaid Damages, Buyer shall promptly issue a certificate or certificates representing the number of Buyer Common Shares (and fractions thereof as permitted) equal at least to the amount of such excess and shall deliver such certificates to the Escrow Agent to hold as Conversi...
Indemnification Adjustment. (a) The parties hereto agree that, if the Company is required to pay to IT Solution Ventures, LLC ("IT Solution"), the Internal Revenue Service and/or the applicable state taxing authority, in connection with both (i) the Promissory Note, dated July 20, 2000, between the Company and IT Solution and (ii) the deductions taken by iPayment Technologies, Inc. for the years ended December 31, 1996, 1997, 1998 and 1999 for management fees and other intercompany transactions with, and amounts paid to, X. X. Xxxxxx Company and its subsidiaries, related companies or related parties which may be deemed non-deductible by the Internal Revenue Service or the applicable state taxing authority (the "Total Liability"), an aggregate amount greater than $2,900,000 (the "Accrued Liability"), the Company shall issue to First Avenue Partners, L.P. ("First Avenue") additional shares of Preferred Stock (or Common Stock, if the Preferred Stock held by First Avenue has been converted into shares of Common Stock at the time of such issuance of additional shares) to First Avenue and shall adjust the number of warrant shares covered by the Warrants held by Harbinger Mezzanine Partners, L.P. ("Harbinger") and Petra Mezzanine Fund, L.P. ("Petra") (or issue shares of Common Stock to Harbinger and Petra if the Warrants have been converted into shares of Common Stock at the time of such adjustment) as described below (the "Indemnification Adjustment"). Each of the Investors shall receive the number of shares of Preferred Stock, the number of shares of Common Stock or the right to convert their Warrants into an additional number of shares of Common Stock, as applicable, equal to (i) (A) the Total Liability less the Accrued Liability multiplied by (B) such Investor's Adjustment Multiple (as defined below), divided by (ii) $2.01. Each Investor's "Adjustment Multiple" as used in this Section 5(a) shall mean (i) 0.1726 for First Avenue, (ii) 0.0543 for Harbinger and (iii) 0.0407 for Petra, subject to any adjustments provided in the Articles of Amendment or Warrants.
Indemnification Adjustment. The Deferred Payment shall be further adjusted for any indemnification amounts owing pursuant to Article VII herein which are determined to be valid pursuant to Section 2.7 hereof. Prior to January 15, 1998 (the "Deferred Payment Date"), Buyer may notify Seller in writing that it elects to offset from the Deferred Payment any amount (the "Offset Amount") owed for any potential Loss relating to indemnification hereunder (as described in Article VII hereof). Buyer shall be entitled to retain the Offset Amount pending determination of the validity of the offset pursuant to Section 2.7 hereof.
Indemnification Adjustment. 34 Section 8.1 Survival.............................................................34 Section 8.2 Indemnification....................................................
Indemnification Adjustment. 21 2.13 Distributions from Escrow on Final Accounting..........24 2.14 Distribution From Escrow on Escrow Termination Date....25 2.15
