Common use of Method of Indemnification Clause in Contracts

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 not be voted on the determination. The foregoing determination shall be made within ten business days of the Company's receipt of a written request of the Officer, accompanied by the supporting documentation described above, unless the determination is to be made by the shareholders, in which case the Company covenants and agrees to call a special meeting of the shareholders within ten business days of such receipt. The evaluation of the reasonableness of expenses shall be made at the same time and in the same manner; provided that if the determination that indemnification is permissible is to be made by special legal counsel, the evaluation as to the reasonableness of expenses shall be made by those entitled to select such counsel.

Method of Indemnification. If In the Officer 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 wholly successfulentitled to indemnification pursuant to Section 9.2. Except as provided in the last two sentences of this Section 9.4, on any obligation to indemnify an Indemnitee shall be satisfied solely from the merits or otherwiseEscrow Fund, in accordance with the defense terms of any actionwithdrawal specified in the Escrow Agreement. Except as provided in the last two sentences of this Section 9.4, suit no indemnification payment for Damages suffered or proceedingincurred 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 Officer "THRESHOLD"), at which time each Indemnitee shall be entitled to receive recover from the CompanyEscrow 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 Company hereby covenants and agrees Surviving Corporation, without regard to provide the OfficerThreshold or any provision herein relating to the Escrow Fund being the sole source of funds for indemnification payment, within ten business days 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 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 Merger Consideration previously reimbursed by the Company. In making a written request for such reimbursement of Indemnifiable Expenses, the Officer shall submit remitted 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 Shareholder Representative by a copy of the xxxx, agreement, judgment Parent 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 not be voted on the determination. The foregoing determination shall be made within ten business days of the Company's receipt of a written request of the Officer, accompanied by the supporting documentation described above, unless the determination is to be made by the shareholders, in which case the Company covenants and agrees to call a special meeting of the shareholders within ten business days of such receipt. The evaluation of the reasonableness of expenses shall be made at the same time and in the same manner; provided that if the determination that indemnification is permissible is to be made by special legal counsel, the evaluation as deposited to the reasonableness of expenses shall be made by those entitled to select such counselEscrow Fund.

Method of Indemnification. If In the Officer 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 wholly successfulentitled to indemnification pursuant to Section 9.2. Except as provided herein, any amounts recoverable by an Indemnitee pursuant to this Section 9 shall be deducted from the outstanding principal balance of the Notes on a pro rata basis. Except as provided herein, no indemnification payment for Damages suffered or incurred by an Indemnitee shall be made to such Indemnitee, until the merits or otherwiseamount which all Indemnitees under this Agreement would otherwise be entitled to receive as indemnification under this Agreement aggregates in excess of the sum of $100,000 (such sum, in the defense of any action, suit or proceedinghereinafter, the Officer "THRESHOLD"), at which time each Indemnitee shall be entitled to receive from the Companyrecover any and all amounts for which a claim for indemnity has theretofore been made, and the Company hereby covenants and agrees to provide the Officer, within ten business days in excess of the Company's receipt amount of the Threshold. Notwithstanding any provision herein to the contrary, the Principal Selling Shareholders shall, pro rata based upon the initial principal amount of the Notes issued to them hereunder, indemnify and hold harmless each Indemnitee, without regard to the Threshold or the Release Date, at all times from and after the Effective Date against and in respect of any and all Damages (including without limitation, any and all Damages resulting from claims asserted by any Selling Shareholder or other party), incurred or suffered by any such Indemnitee as a result of, or that may arise out of (i) the consummation of the transactions contemplated by this Agreement; (ii) any claim by a Selling Shareholder for any portion of the Merger Consideration previously remitted to the Selling Shareholders by Parent, or for any amount in addition to the Merger Consideration; (iii) any claim by any Selling Shareholder or third party in connection with any actual or alleged tax liability of any Selling Shareholder; or (iv) any claim by any Selling Shareholder or third party in connection with the payment of the Merger Consideration as provided for herein, or in connection with any withholding requirement with respect to the payment of the Merger Consideration as provided for herein. Any amounts recoverable by any Indemnitee pursuant to the preceding sentence shall be payable in cash to such Indemnitee by the Principal Selling Shareholders on a pro rata basis. In the event the Principal Selling Shareholders fail to make such payment within thirty (30) days of a written request demand therefor, such Indemnitee may, at its option, elect to reduce the outstanding principal amount of the Officer, accompanied Notes on a pro rata basis 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 not be voted on the determination. The foregoing determination shall be made within ten business days of the Company's receipt of a written request of the Officer, accompanied by the supporting documentation described above, unless the determination is to be made by the shareholders, in which case the Company covenants and agrees to call a special meeting of the shareholders within ten business days of such receipt. The evaluation of the reasonableness of expenses shall be made at the same time and in the same manner; provided that if the determination that indemnification is permissible is to be made by special legal counsel, the evaluation as to the reasonableness of expenses shall be made by those entitled to select such counselDamages.

Method of Indemnification. If Notwithstanding anything to the Officer contrary in this Agreement, with respect to any indemnification to which any Buyer Indemnitee is wholly successfulentitled under this Agreement as a result of any Losses it may suffer, on once a Loss is finally determined to be payable pursuant to the merits terms of Section 6.01 or otherwisethis 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 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 manner set forth in Section 1the Escrow Agreement. Such determination shall be made In the event that the remaining Escrow Amount is insufficient to satisfy such Loss in good faith (1) by full, such Buyer Indemnitee may offset such Losses from any payment to Seller which Seller may become entitled pursuant to 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 terms of the Board cannot be obtained under subdivision (1) and a committee cannot be designated under subdivision (2)Earn-Out Agreement. In the event that any amount of such Loss remains unsatisfied, 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 such Buyer Indemnitee shall have direct recourse to such action, suit or proceeding may not be voted on the determination. The foregoing determination shall be made within ten business days of the Company's receipt of a written request of the Officer, accompanied by the supporting documentation described above, unless the determination is to be made by the shareholdersSeller, in which case Seller shall pay in cash to such Buyer Indemnitee the Company covenants 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 agrees to call a special meeting not joint basis (with such several liability determined in accordance with each Seller’s Principals’ pro rata share of the shareholders within ten business days Final Closing Consideration), in which case Seller’s Principals shall pay in cash to such Buyer Indemnitee the amount of such receiptLoss which remains unsatisfied within thirty (30) Business Days of such final determination by wire transfer of immediately available funds. The evaluation 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 reasonableness end of expenses 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 made at calculated daily on the same time basis of a 365-day year and in the same manner; provided that if the determination that indemnification is permissible is to be made by special legal counsel, the evaluation as to the reasonableness actual number of expenses shall be made by those entitled to select such counseldays elapsed.

Method of Indemnification. If In the Officer 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 wholly successful, on the merits or otherwise, entitled to indemnification pursuant to Section 9.2. Except as provided in the defense last two sentences of this Section 9.4, any actionobligation 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, suit no indemnification payment for Damages suffered or proceedingincurred 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 $250,000 (such sum, hereinafter, the Officer "THRESHOLD"), at which time each Indemnitee shall be entitled to receive recover from the CompanyEscrow 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. Notwithstanding any provision herein to the contrary, the Shareholder Representative, on behalf of all of the Selling Shareholders, shall indemnify and hold harmless each of Parent, Acquisition Sub and the Company hereby covenants and agrees Surviving Corporation, without regard to provide the OfficerThreshold or any provision herein relating to the Escrow Fund being the sole source of funds for indemnification payment or the necessity of asserting a claim on or prior to the Release Date, within ten business days for any Damages incurred by any of Parent, Acquisition Sub or the Surviving Corporation as a result of (i) a claim by any Selling Shareholder for payment of any portion of the Company's receipt Merger Consideration or of any Dissenting Consideration previously remitted to such Selling Shareholder or the Shareholder Representative by Parent or deposited to the Escrow Fund for any amount in addition to the Merger Consideration, (ii) Taxes incurred by the Company and its Subsidiaries in connection with or as a written request result of the Officer, accompanied by the supporting documentation set forth below, reimbursement in cash for the total amount sale 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 Western and the dollar amount expended for each such Indemnifiable Expense. Such schedule shall be accompanied by a copy Cellular Distribution in excess 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)Tax Total, or (Biii) if a quorum Taxes attributable to any failure by the Selling Shareholders to pay any Taxes in respect of the Board cannot be obtained under subdivision (1) and a committee cannot be designated under subdivision (2), selected by a majority vote receipt of the full Board (in which selection directors who are parties may participate); or (4) by Cellular Distribution. For the shareholdersavoidance of doubt, but stock owned by or voted under the control of directors who are at the time parties to such action, suit or proceeding may not be voted on the determination. The foregoing determination shall be made within ten business days of the Company's receipt of a written request of the Officer, accompanied by the supporting documentation described above, unless the determination is to be made by the shareholders, in which case the Company covenants and agrees to call a special meeting of the shareholders within ten business days of such receipt. The evaluation of the reasonableness of expenses shall be made at the same time and in the same manner; provided that if the determination that indemnification is permissible is to be made by special legal counsel, the evaluation as any claim pursuant to the reasonableness of expenses shall immediately preceding sentence may, at Parent's sole discretion, be made by those entitled to select such counselsatisfied from the Escrow Fund.

Method of Indemnification. (a) If the Officer is wholly successful, on Indemnitor fails to give a notice disputing the merits validity or otherwise, in the defense amount 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, a Claim (a "Claim Response") within ten business days of the Company's twenty (20) Business Days following receipt of a written request Claim Notice, then the Claim shall be deemed to be accepted and the Indemnified Person may pursue whatever legal remedies may be available to recover the losses as to which the Indemnified Person is seeking indemnification, including without limitation, by recovering the amounts of such Claims from any amounts in the Escrow Account. In the event that the Indemnified Person submits one or more Claims and the amount and payment of any such Claim is agreed to by the parties (or deemed to be accepted pursuant to the immediately preceding sentence) prior to the Final Escrow Disbursement Date, the Parties shall instruct the Escrow Agent from time to time to disburse the amount of such Claims from the Escrow Account to the Indemnified Person. (b) In the event that any Claim submitted prior to the Final Escrow Disbursement Date is subject to a Claim Response, such Claim shall become an "Unresolved Claim." The Parties shall immediately notify the Escrow Agent of the Officeramount of such Unresolved Claim and shall instruct the Escrow Agent to reserve in the Escrow Account the amount of such Unresolved Claim and to retain such amount in the Escrow Account until such Unresolved Claim is resolved. The parties shall attempt in good faith to mutually agree upon the validity and amount of any Claim subject to a Dispute Notice pursuant to discussions between senior representatives of the parties who have authority to settle the same. Such discussions shall commence between the parties not more than ten (10) Business Days following delivery of the Claim Response and shall not last for more than ten (10) Business Days following the date of commencement of such discussions. In the event that the parties mutually agree upon the amount of the Claim pursuant to such discussions, accompanied the Indemnitor shall promptly pay the Indemnified Person the agreed amount, which may be effected 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 parties delivering instructions to the Company a schedule setting forth in reasonable detail his Indemnifiable Expenses and Escrow Agent to disburse to the dollar Indemnified Person an appropriate amount expended for each such Indemnifiable Expense. Such schedule shall be accompanied by a copy of from the xxxx, agreement, judgment or other documentation relating to each Indemnifiable Expense listed thereinEscrow Account. If the Officer matter is unsuccessful on not resolved directly through negotiation within thirty (30) calendar days after the merits in commencement of the defense of any action, suit or proceedingnegotiations, the Officer parties shall be similarly entitled free to receive resort to such other procedures or remedies as may be available at law or in equity. In the event that the court or arbitration tribunal, pursuant to a final non-appealable order, upholds all or a portion of the Claim, the Indemnitor shall be obliged to pay the amount of such Claim as is directed by the Court or arbitration tribunal which may be effected, if applicable, by the parties delivering instructions to the Escrow Agent to disburse to the Indemnified Person the applicable amount from the CompanyEscrow Account. In the event that the parties agree that a portion of a Claim is invalid or the court makes such a finding, the parties shall so notify the Escrow Agent and shall direct the Company covenants and agrees Escrow Agent to provide unreserve an appropriate amount from the OfficerEscrow Account, reimbursement in cash for and, if the total Final Escrow Disbursement Date has passed, to release such amount of his Indemnifiable Expenses with respect thereto which shall not have to GLS Capital, provided, however, that if any Claim that has been previously reimbursed agreed to by the Companyparties or otherwise accepted, within three business days after a determination has been made remains unsatisfied, such amount shall, to the extent necessary, be disbursed to the Indemnified Person. In the event 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 validity of a quorum consisting of directors who were not at the time parties Claim is referred to such action, suit a court 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 not be voted on the determination. The foregoing determination shall be made within ten business days of the Company's receipt of a written request of the Officer, accompanied by the supporting documentation described above, unless the determination is to be made by the shareholders, in which case the Company covenants and agrees to call a special meeting of the shareholders within ten business days of such receipt. The evaluation of the reasonableness of expenses shall be made at the same time and in the same manner; provided that if the determination that indemnification is permissible is to be made by special legal counselarbitration tribunal, the evaluation as to the reasonableness of losing party in such litigation shall pay all expenses shall be made by those entitled to select connected with such counsellitigation.