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. Except as provided in the last two sentences of this Section 9.4, any obligation to indemnify an Indemnitee shall be satisfied solely from the Escrow Fund, in accordance with the terms of withdrawal specified in the Escrow Agreement. Except as provided in the last two sentences of this Section 9.4, 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 $300,000 (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 or claims for indemnity has theretofore been made in excess of the Threshold. Upon payment of the Merger Consideration to the Shareholder Representative by Parent or from the Escrow Fund, none of Parent, Acquisition Sub or the Surviving Corporation shall have any liability to the Selling Shareholders for any portion of the Merger Consideration paid to the Shareholder Representative by Parent or deposited to the Escrow Fund. The Shareholder Representative, on behalf of all of the Selling Shareholders, shall indemnify and hold harmless each of Parent, Acquisition Sub and the Surviving Corporation, without regard to the Threshold or any provision herein relating to the Escrow Fund being the sole source of funds for indemnification payment, for any Damages incurred by any of Parent, Acquisition Sub or the Surviving Corporation as a result of a claim by any Selling Shareholder for payment of any portion of the Merger Consideration previously remitted to the Shareholder Representative by Parent or deposited to the Escrow Fund.
Method of Indemnification. 50 9.5 Defense of Third-Party Claims....................................................... 51 SECTION 10. DEFINITIONS......................................................................... 52
Method of Indemnification. The Company shall, upon demand by the Municipality and at its own sole risk and expense:
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. Notwithstanding anything to the contrary in this Agreement, with respect to any indemnification to which any Buyer Indemnitee is entitled under this Agreement as a result of any Losses it may suffer, once a Loss is finally determined to be payable pursuant to the terms of Section 6.01 or this Article VII, any payment with respect to such Loss shall be paid first by the release of the amount of such Loss from the Escrow Amount to such Buyer Indemnitee, which release shall be at the time and in the manner set forth in the Escrow Agreement. In the event that the remaining Escrow Amount is insufficient to satisfy such Loss in full, such Buyer Indemnitee may offset such Losses from any payment to Seller which Seller may become entitled pursuant to the terms of the Earn-Out Agreement. In the event that any amount of such Loss remains unsatisfied, such Buyer Indemnitee shall have direct recourse to Seller, in which case Seller shall pay in cash to such Buyer Indemnitee the amount of such Loss which remains unsatisfied within fifteen (15) Business Days of such final determination by wire transfer of immediately available funds. In the event that any amount of such Loss remains unsatisfied, such Buyer Indemnitee shall have direct recourse to Seller’s Principals, on a several and not joint basis (with such several liability determined in accordance with each Seller’s Principals’ pro rata share of the Final Closing Consideration), in which case Seller’s Principals shall pay in cash to such Buyer Indemnitee the amount of such Loss which remains unsatisfied within thirty (30) Business Days of such final determination by wire transfer of immediately available funds. The Parties hereto agree that should Seller and/or Seller’s Principals not make full payment of any such obligations within thirty (30) Business Day period, any amount payable shall accrue interest from and including the end of such thirty (30) Business Day period and including the date such payment has been made at a rate per annum equal to eight percent (8%). Such interest shall be calculated daily on the basis of a 365-day year and the actual number of days elapsed.
Method of Indemnification. The indemnifying party shall, upon demand by the indemnified party and at the sole risk and expense of the indemnifying party:
Method of Indemnification. If any party to this Agreement (including the Venture) is entitled to indemnification pursuant to Section 5.1 (the "Indemnified Party") from another party to this Agreement (the "Indemnifying Party"), then:
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.
Method of Indemnification. The Principal Shareholders hereby agree and acknowledge that if any of them are required to provide any indemnification payments pursuant to Section 10.2 hereof, indemnifiable amounts shall only be paid by such Principal Shareholder to HSCC (and their related Indemnitees), at the discretion of HSCC, in Held Back Shares pursuant to Section 10.7; provided, however, in the event of fraud, HSCC will have available all remedies permitted at law.
