Common use of Method of Indemnification Clause in Contracts

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. 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 herein, any amounts recoverable by an Indemnitee pursuant to this Section 9.4, any obligation to indemnify an Indemnitee 9 shall be satisfied solely deducted from the Escrow Fund, in accordance with outstanding principal balance of the terms of withdrawal specified in the Escrow AgreementNotes on a pro rata basis. Except as provided in the last two sentences of this Section 9.4herein, 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 $300,000 100,000 (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 made, in excess of the amount of the Threshold. Upon payment Notwithstanding any provision herein to the contrary, the Principal Selling Shareholders shall, pro rata based upon the initial principal amount of the Merger Consideration Notes issued to the Shareholder Representative by Parent or from the Escrow Fundthem hereunder, 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 CorporationIndemnitee, without regard to the Threshold or the Release Date, at all times from and after the Effective Date against and in respect of any provision herein relating to the Escrow Fund being the sole source of funds for indemnification paymentand all Damages (including without limitation, for any and all Damages incurred by any of Parent, Acquisition Sub or the Surviving Corporation as a result of a claim 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 payment of any portion of the Merger Consideration previously remitted to the Shareholder Representative Selling Shareholders by Parent Parent, or deposited for any amount in addition to the Escrow FundMerger 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 demand therefor, such Indemnitee may, at its option, elect to reduce the outstanding principal amount of the Notes on a pro rata basis by the amount of such Damages.

Method of Indemnification. In If the event that an Indemnitee ------------------------- shall seek indemnification pursuant to Section 9.2Officer is wholly successful, such Indemnitee may seek recovery in an amount equal to on the aggregate Damages incurred merits or suffered by such Indemnitee with respect to which such Indemnitee is entitled to indemnification pursuant to Section 9.2. Except as provided otherwise, in the last two sentences defense of this Section 9.4any action, any obligation to indemnify an Indemnitee suit or proceeding, the Officer 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 from the Company, and the Company hereby covenants and agrees to provide the Officer, within ten business days of the sum Company's receipt of $300,000 (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 sum, hereinafterreimbursement of Indemnifiable Expenses, the "THRESHOLD"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 each Indemnitee 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 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 Thresholdselect such counsel. 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 FundSection 3.