Indemnification Escrow Amount as Security; Set-Off Sample Clauses
Indemnification Escrow Amount as Security; Set-Off. Any amount of indemnification that a Parent Group Member is determined to be entitled to be paid pursuant to this Article XI shall first be paid out of the Indemnification Escrow Amount in accordance with the provisions of the Escrow Agreement. To the extent that the amount of Losses and Expenses to be indemnified pursuant to this Article XI exceeds the amount of the Indemnification Escrow Amount, the amount of such excess Losses and Expenses shall be paid directly to the appropriate Parent Group Member in accordance with the terms of the Indemnification Agreement; provided, however, that payment of such excess Losses and Expenses is subject to the limitations contained in this Article XI.
Indemnification Escrow Amount as Security; Set-Off. Any amount of indemnification that a Parent Group Member is determined to be entitled to be paid pursuant to Section 8.1(b) shall, first, be set off against the Indemnification Escrow Amount. Subject to the limitations set forth in Section 8.1(d), to the extent that the amount of Loss and Expense to be indemnified pursuant to Section 8.1(b) exceeds the amount of the Indemnification Escrow Amount or if the Indemnification Escrow Amount has been distributed to the Selling Parties, (i) each Selling Party hereby agrees, severally and not jointly, to indemnify, defend and hold harmless each Parent Group Member from and against any and all Loss or Expense incurred by such Parent Group Member for such Selling Party’s Pro Rata Share of the amount by which such indemnifiable obligations exceed, individually or in the aggregate, the Indemnification Escrow Amount then remaining, if any, and the amount of such excess Losses and Expenses shall be paid directly to the appropriate Parent Group Member and (ii) each Parent Group Member entitled to such indemnification agrees to use its reasonable efforts to pursue such claim against more than one Selling Party including serving each such Selling Party with process in connection with any action with respect to such Selling Party’s indemnification obligations pursuant to Section 8.1(b).