Common use of Manner of Satisfying Indemnification Obligations Clause in Contracts

Manner of Satisfying Indemnification Obligations. Subsequent to the ------------------------------------------------ Closing, the Stockholders may satisfy their respective obligations, if any, under this Article IX by tendering to the CenterPoint Indemnified Parties cash ---------- or shares of CenterPoint Common Stock that are then transferable in accordance with Section 12.2, such shares to be valued at the Market Price. "MARKET PRICE" ------------ shall mean the average closing (last) price for a share of CenterPoint Common Stock (as reported on the exchange or market on which such shares are then listed or traded) for the most recent twenty (20) days that such shares have traded ending on the date two (2) days prior to the date tendered pursuant to clause (i) of the preceding sentence, or, if such shares are not then listed or traded on an exchange or other market, the fair market value of such shares as determined by an appraiser reasonably agreed to by the parties.

Manner of Satisfying Indemnification Obligations. Subsequent to the ------------------------------------------------ Closing, the Stockholders may satisfy their respective obligations, if any, under this Article IX by tendering to the CenterPoint Indemnified Parties cash ---------- ----------- or shares of CenterPoint Common Stock that are then transferable in accordance with Section 12.2, such shares to be valued at the Market Price. "MARKET PRICE" ------------ shall mean the average closing (last) price for a share of CenterPoint Common Stock (as reported on the exchange or market on which such shares are then listed or traded) for the most recent twenty (20) days that such shares have traded ending on the date two (2) days prior to the date tendered pursuant to clause (i) of the preceding sentence, or, if such shares are not then listed or traded on an exchange or other market, the fair market value of such shares as determined by an appraiser reasonably agreed to by the parties.

Manner of Satisfying Indemnification Obligations. Subsequent to the ------------------------------------------------ Closing, the Stockholders Members may satisfy their respective obligations, if any, under this Article IX by tendering to the CenterPoint Indemnified Parties cash or ---------- or shares of CenterPoint Common Stock that are then transferable in accordance with Section 12.2, such shares to be valued at the Market Price. "MARKET PRICE" shall ------------ shall mean the average closing (last) price for a share of CenterPoint Common Stock (as reported on the exchange or market on which such shares are then listed or traded) for the most recent twenty (20) days that such shares have traded ending on the date two (2) days prior to the date tendered pursuant to clause (i) of the preceding sentence, or, if such shares are not then listed or traded on an exchange or other market, the fair market value of such shares as determined by an appraiser reasonably agreed to by the parties.

Manner of Satisfying Indemnification Obligations. Subsequent to the ------------------------------------------------ Closing, the Stockholders may satisfy their respective obligations, if any, under this Article IX (i) with cash, (ii) by tendering to the CenterPoint -------------- Indemnified Parties cash ---------- or shares of CenterPoint Common Stock that are then transferable in accordance with Section 12.2, such shares to be valued at the Market Price. "MARKET PRICE" ------------ shall mean the average closing (last) price for a share of CenterPoint Common Stock (as reported on the exchange or market on which such shares are then listed or traded) for the most recent twenty (20) days that such shares have traded ending on the date two (2) days prior to the date tendered pursuant to clause (i) of the preceding sentence, or, if such shares are not then listed or traded on an exchange or other market, the fair market value of such shares as determined by an appraiser reasonably agreed to by the parties.

Manner of Satisfying Indemnification Obligations. Subsequent to the ------------------------------------------------ Closing, the Stockholders Members may satisfy their respective obligations, if any, under this Article IX (i) by tendering to the CenterPoint Indemnified Parties cash ---------- or shares of CenterPoint Common Stock that are then transferable in accordance with Section 12.2, such shares to be valued at the Market Price. "MARKET PRICE" ------------ shall mean the average closing (last) price for a share of CenterPoint Common Stock (as reported on the exchange or market on which such shares are then listed or traded) for the most recent twenty (20) days that such shares have traded ending on the date two (2) days prior to the date tendered pursuant to clause (i) of the preceding sentence, or, if such shares are not then listed or traded on an exchange or other market, the fair market value of such shares as determined by an appraiser reasonably agreed to by the parties.

Manner of Satisfying Indemnification Obligations. Subsequent to the ------------------------------------------------ Closing, the Stockholders Partners may satisfy their respective obligations, if any, under this Article IX by tendering to the CenterPoint Indemnified Parties cash or ---------- or shares of CenterPoint Common Stock that are then transferable in accordance with Section 12.2, such shares to be valued at the Market Price. "MARKET PRICE" shall ------------ shall mean the average closing (last) price for a share of CenterPoint Common Stock (as reported on the exchange or market on which such shares are then listed or traded) for the most recent twenty (20) days that such shares have traded ending on the date two (2) days prior to the date tendered pursuant to clause (i) of the preceding sentence, or, if such shares are not then listed or traded on an exchange or other market, the fair market value of such shares as determined by an appraiser reasonably agreed to by the parties.

Manner of Satisfying Indemnification Obligations. Subsequent to the ------------------------------------------------ Closing, the Stockholders Members may satisfy their respective obligations, if any, under this Article IX (i) by tendering to the CenterPoint Indemnified Parties cash or ---------- or shares of CenterPoint Common Stock that are then transferable in accordance with Section 12.2, such shares to be valued at the Market Price. "MARKET PRICE" shall ------------ shall mean the average closing (last) price for a share of CenterPoint Common Stock (as reported on the exchange or market on which such shares are then listed or traded) for the most recent twenty (20) days that such shares have traded ending on the date two (2) days prior to the date tendered pursuant to clause (i) of the preceding sentence, or, if such shares are not then listed or traded on an exchange or other market, the fair market value of such shares as determined by an appraiser reasonably agreed to by the parties.

Manner of Satisfying Indemnification Obligations. Subsequent to the ------------------------------------------------ Closing, the Stockholders may satisfy their respective obligations, if any, under this Article IX by (i) agreeing to reduce the principal to be paid under ---------- the Notes, or (ii) tendering to the CenterPoint Indemnified Parties cash ---------- or shares of CenterPoint Common Stock that are then transferable in accordance with Section 12.2, such shares to be valued at the Market Price. "MARKET PRICE" shall ------------ shall mean the average closing (last) price for a share of CenterPoint Common Stock (as reported on the exchange or market on which such shares are then listed or traded) for the most recent twenty (20) days that such shares have traded ending on the date two (2) days prior to the date tendered pursuant to clause (iii) of the preceding sentence, or, if such shares are not then listed or traded on an exchange or other market, the fair market value of such shares as determined by an appraiser reasonably agreed to by the parties.