Manner of Indemnification. Any claims for indemnification under this Article III shall be made in the manner set forth in Section 6.05 and Section 6.06 and are subject to the provisions set forth in Sections 6.07, 6.08 and 6.09.
Manner of Indemnification. All indemnification payments hereunder shall be effected by payment of cash or delivery of a certified or official bank check in the amount of the indemnification liability.
Manner of Indemnification. All indemnification hereunder shall be effected by payment of cash or delivery of a certified or official bank check to the indemnified party.
Manner of Indemnification. Upon the occurrence of an Event of Indemnity, the Buyer may, at or at any time after such occurrence, notify the Seller(s) from whom indemnification is sought (the "Indemnifying Sellers") and Escrow Agent thereof, stating specifically the obligation(s) with respect to which the claim is made, the facts giving rise to and alleged basis for such claim, and the amount of the Loss incurred or that may be incurred by reason thereof (a "Notice of Claim"). If the Buyer makes a demand for indemnification with respect to an Event of Indemnity for which more than one Indemnifying Seller would be liable under this Agreement, it shall make such demand against the Indemnifying Sellers that would be liable for said Event of Indemnity. Within 30 days after the mailing of such notice, the Indemnifying Sellers shall, subject to Section 7.4, either (a) notify the Buyer and Escrow Agent that they accept the amount of such indemnification claim as set forth in the Notice of Claim, in whole or in part, and instruct the Escrow Agent to charge such accepted amount against the Sellers pro rata under the Escrow Agreement, or (b) deny or dispute the alleged occurrence of such Event of Indemnity as asserted in the Notice of Claim by the Buyer. If such Event of Indemnity relates to a claim by a person or persons other than the Buyer, and the amount of such claim is fully covered by the foregoing indemnity, as limited by Section 7.4 hereof, the Indemnifying Sellers or any of them may elect, within said 30-day period, to defend against such claim at their expense, in lieu of the Buyer assuming such defense. If the Indemnifying Sellers or any of them elect to assume such defense, they shall retain counsel reasonably satisfactory to the Buyer. If the Loss incurred relates to the failure of a Seller to collect any note or account receivable and if any Indemnifying Sellers pay in full the unpaid balance thereof to the Buyer, the Buyer will cause the Company to assign said note or account without recourse to the Sellers paying same. If within said 30-day period, none of the Indemnifying Sellers has, with respect to an Event of Indemnity, taken the action required to be taken within said period, the amount set forth in Buyer's Notice of Claim with respect to such Event of Indemnity shall be deemed to be charged against the Sellers as Settled Losses of the Buyer pro rata under the Escrow Agreement.
Manner of Indemnification. Any indemnification by the Company of the Buyer shall be effected by payment of cash, wire transfer or delivery of a certified or official bank check in immediately available funds in the amount of the Indemnification Liability.
Manner of Indemnification. All indemnification by Purchaser shall be effected by the payment of cash or delivery of a certified or official bank check within thirty (30) days of the resolution of any such claim. Any and all indemnification payments shall be deemed an adjustment to the Purchase Price.
Manner of Indemnification. All indemnification by either party hereunder shall be effected by payment of cash or delivery of a certified or official bank check in immediately available funds in the amount of the indemnification liability.
Manner of Indemnification. 35 10.8 Indemnification Exclusive Remedy.............................35 10.9
Manner of Indemnification. All indemnification under this Section 7 shall be effected by the payment of cash or delivery of a bank cashier's check, or by a combination of the foregoing.
Manner of Indemnification. All indemnification pursuant to this Section 11 shall be effected upon demand by Buyer or another appropriate member of Buyer Indemnified Group for payment by the Seller Group-Indemnitor to the appropriate member of Buyer Indemnified Group in the appropriate amount and by delivery of cash or a certified or cashier's check in such amount; and thereafter, to the extent that it is ultimately determined or agreed that a member of Buyer Indemnified Group is entitled to indemnification amounts under this Agreement, such amounts shall accrue interest at the rate equal to the lesser of twelve percent (12%) per annum or the maximum interest rate allowed by law, from the date of notice by the member of Buyer Indemnified Group to the Seller Group-Indemnitor of a claim pursuant to this Section 11.
