Common use of Manner of Satisfying Indemnification Obligations Clause in Contracts

Manner of Satisfying Indemnification Obligations. Subsequent to the ------------------------------------------------ Closing, to the extent the aggregate amount of Losses accrued pursuant to Section 8.1 exceeds the Aggregate Cash Consideration (such excess, the "Excess ----------- Indemnity"), the Stockholders may satisfy their respective obligations for the Excess Indemnity (i) by tendering to the Compass Indemnified Parties shares of Compass Common Stock, such shares to be valued at the Market Price (hereinafter defined), or (ii) notwithstanding any restrictions set forth herein with respect to the transfer and sale of the Stockholders' shares of Compass Common Stock (other than the restrictions under the 1933 Act or other applicable state laws and rules), with the proceeds of the sale of such shares to third parties; provided, however, that if such transfer or sale to a third party occurs prior to the termination of the restrictions with respect thereto set forth herein, the transfer or sale shall not to be for a consideration in excess of the amount of the Excess Indemnity. As used herein, "Market Price" shall mean the average closing (last) price for a share of Compass 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, to the extent the aggregate amount of Losses accrued pursuant to Section 8.1 exceeds the Aggregate Cash Consideration (such excess, the "Excess ----------- Indemnity"), the Stockholders Stockholder may satisfy their respective his obligations for the Excess Indemnity (i) by tendering to the Compass Indemnified Parties shares of Compass Common Stock, such shares to be valued at the Market Price (hereinafter defined), or (ii) notwithstanding any restrictions set forth herein with respect to the transfer and sale of the Stockholders' Stockholder's shares of Compass Common Stock (other than the restrictions under the 1933 Act or other applicable state laws and rules), with the proceeds of the sale of such shares to third parties; provided, however, that if such transfer or sale to a third party occurs prior to the termination of the restrictions with respect thereto set forth herein, the transfer or sale shall not to be for a consideration in excess of the amount of the Excess Indemnity. As used herein, "Market Price" shall mean the average closing (last) price for a share of Compass 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.