Method of Indemnification. If the Officer is wholly successful, on the merits or otherwise, in the defense of any action, suit or proceeding, the Officer shall be entitled to receive from the Company, and the Company hereby covenants and agrees to provide the Officer, within ten business days of the Company's receipt of a written request of the Officer, accompanied by the supporting documentation set forth below, reimbursement in cash for the total amount of his Indemnifiable Expenses with respect thereto which shall not have been previously reimbursed by the Company. In making a written request for such reimbursement of Indemnifiable Expenses, the Officer shall submit to the Company a schedule setting forth in reasonable detail his Indemnifiable Expenses and the dollar amount expended for each such Indemnifiable Expense. Such schedule shall be accompanied by a copy of the xxxx, agreement, judgment or other documentation relating to each Indemnifiable Expense listed therein. If the Officer is unsuccessful on the merits in the defense of any action, suit or proceeding, the Officer shall be similarly entitled to receive from the Company, and the Company covenants and agrees to provide the Officer, reimbursement in cash for the total amount of his Indemnifiable Expenses with respect thereto which shall not have been previously reimbursed by the Company, within three business days after a determination has been made that the Officer has met the applicable standards of conduct set forth in Section 1. Such determination shall be made in good faith (1) by the Board by a majority vote of a quorum consisting of directors who were not at the time parties to such action, suit or proceeding; or (2) if a quorum cannot be obtained under subdivision (1), by majority vote of a committee duly designated by the Board (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to such action, suit or proceeding; or (3) by special legal counsel: (A) selected by the Board or its committee in the manner prescribed in subdivision (1) or (2), or (B) if a quorum of the Board cannot be obtained under subdivision (1) and a committee cannot be designated under subdivision (2), selected by a majority vote of the full Board (in which selection directors who are parties may participate); or (4) by the shareholders, but stock owned by or voted under the control of directors who are at the time parties to such action, suit or proceeding may no...
Method of Indemnification. 42 9.5 Defense of Third-Party Claims.............................. 43 SECTION 10. DEFINITIONS................................................ 44 SECTION 11. GENERAL.................................................... 47 11.1 Termination................................................ 47 11.2
Method of Indemnification. The Company shall, upon demand by the Municipality and at its own sole risk and expense:
(a) defend any and all charges, offences, prosecutions, suits, actions or other legal proceedings (“Proceedings”) which may be brought or instituted against the Municipality under a Claim;
(b) pay and satisfy any judgment or decree rendered against the Municipality in the Proceeding; and
(c) reimburse the Municipality all of its reasonable legal expenses (on a solicitor- client basis) incurred in the Proceeding.
Method of Indemnification. In the event that an Indemnitee ------------------------- shall seek indemnification pursuant to Section 9.2, such Indemnitee may seek recovery in an amount equal to the aggregate Damages incurred or suffered by such Indemnitee with respect to which such Indemnitee is entitled to indemnification pursuant to Section 9.2. Any obligation to indemnify an Indemnitee shall be satisfied solely from the Escrow Fund, to the extent sufficient funds are available therein, in accordance with the terms of withdrawal specified in the Escrow Agreement. Notwithstanding anything in this Agreement to the contrary, no indemnification payment for Damages suffered or incurred by an Indemnitee shall be made to such Indemnitee, until the amount which all Indemnitees under this Agreement would otherwise be entitled to receive as indemnification under this Agreement aggregates in excess of the sum of $220,000 (such sum, hereinafter, the "THRESHOLD"), at which time each Indemnitee shall be entitled to recover from the Escrow Fund any and all amounts for which a claim for indemnity has theretofore been made, without regard to the Threshold. The maximum liability for indemnification hereunder shall not exceed $500,000 less any reduction in the Merger Consideration in accordance with Section 1.13.
Method of Indemnification. (a) In order provide a mechanism and fund for the payment of any Seller Indemnifiable Claim, the Indemnifying Shareholders agree that concurrently with the Closing of the Merger to each deliver one or more certificates representing an aggregate of 500,000 shares each for a total of 1,000,000 post-merger shares (the “Indemnity Shares”) of the Parent Common Stock, 500,000 shares of which shall be registered to the MDW and GRW 2000 Irrevocable Trust and 500,000 shares of which shall be registered to the Xxxxx Xxxxx 2000 Irrevocable Trust along with five (5) duly executed Irrevocable Stock Power executed in blank in favor of the Parent, with signatures Medallion Guaranteed.
(b) In the event of a valid or settlement Seller Indemnifable Claim, the Parent shall have the right to cancel such number of the Indemnity Shares which value is equal to the amount of the Seller Indemnifiable Claim, and such cancellation shall be made equally from the shares held by each of the Indemnifying Shareholders. For the purpose of this Section the value of one (1) Indemnity Share shall be fifty percent (50%) of the average of the closing bid and closing ask of the Parent’s Common Stock, as report by the OTCBB, on the date that such Seller Indemnifiable Claim is determined to be valid or settled.
(c) Provided that no claim has been made with the six (6) month period following the Closing, at the end of said six (6) month period 50% of each of the Indemnity shares shall be return to each of Indemnifying Shareholders. If there has been any claim due said period, or there is a pending Claim, then no such shares shall be released until all of such pending or threatened claims have been fully resolved.
(d) Provided that no claim has been made with the twelve (12) month period following the Closing, at the end of said twelve (12) month period all, or any balance of the Indemnity shares shall be return to each of Indemnifying Shareholders. If there has been any claim due said period, or there is a pending Claim, then no such shares shall be released until all of such pending or threatened claims have been fully resolved.
Method of Indemnification. The indemnifying party shall, upon demand by the indemnified party and at the sole risk and expense of the indemnifying party:
(a) defend any and all charges, offences, prosecutions, suits, actions or other legal proceedings which may be brought or instituted against the indemnified party under a Claim to which the indemnity in Section 12.4 or 12.5 applies (“Proceedings”);
(b) pay and satisfy any judgement or decree rendered against the indemnified party in the Proceeding; and
(c) reimburse the indemnified party all of its reasonable legal expenses (on a solicitor- client basis) incurred in the Proceeding.
Method of Indemnification. 55 11.6. Certain Adjustments and Offsets to Indemnification............................................. 55 12. TERMINATION............................................................................................. 56 12.1 Termination.................................................................................... 56 12.2
Method of Indemnification. The Sellers hereby agree and acknowledge that if any of them are required to provide any indemnification payments pursuant to Section 11, any indemnifiable amounts shall be paid or reimbursed to Buyer (and its related Indemnitees) as follows (in each case subject to the limitations set forth in Section 11.1): (i) first, upon the final determination of the Closing Adjustment Amount pursuant to Section 3.6, from any amounts that would otherwise be payable to the Sellers upon such final determination but for claims of Buyer for such indemnifiable amounts as arise between the date of the Closing and the date of such final determination; (ii) second, from the Indemnity Escrow Amount to the extent that it shall be sufficient to cover fully such indemnifiable amounts (after taking into account Section 3.6(iv)), (iii) third, to the extent that the Indemnity Escrow Amount is not sufficient to cover such indemnifiable amounts, Buyer (and its related Indemnitees) may, at its option, offset against the Cash Earn-Out that may be due to the Designated Sellers pursuant to Section 3.7 and/or seek cash payment from the Sellers, and then (iv) fourth, by payment of cash by the Indemnifying Party.
Method of Indemnification. The Sellers hereby agree and acknowledge that if any of them are required to provide any indemnification payments pursuant to Section 7.2 hereof, indemnifiable amounts shall be paid by such Seller to the Purchaser (and its related Indemnitees), at the discretion of the Purchaser, in either (i) immediately available funds or (ii) Held Back Shares pursuant to Section 7.8.
Method of Indemnification. The CSS Parties hereby agree and acknowledge that if any of them are required to provide any indemnification payments pursuant to Section 7.2 hereof, indemnifiable amounts shall be paid by such CSS Parties to Purchaser (and its related Indemnitees), at the discretion of the Purchaser, in either (i) immediately available funds or (ii) Held Back Shares pursuant to Section 7.9.
