Common use of PAYMENT AND SETTLEMENT Clause in Contracts

PAYMENT AND SETTLEMENT. Any Claims or Losses for which indemnification is given by SunOpta under this Section 6.03 will be paid or settled: (a) prior to the Indemnity Holdback Shares Release Date, (i) first, through a reduction in and forfeiture of the number of Indemnity Holdback Shares (on a pro rata basis between the Mascoma Common Shares and the Mascoma Preferred Shares) which, in aggregate, have a value equal to the Claims or Losses for which indemnification is given, as determined pursuant to Section 2.04; and (ii) second, through a forfeiture of the number of (I) Mascoma Common Shares and Mascoma Preferred Shares (on a pro rata basis) issued to SunOpta pursuant to Section 2.03(1) or (II) Mascoma Exchange Shares which, in aggregate, have a value equal to the Claims or Losses for which indemnification is given, as determined pursuant to Section 2.04; (iii) third, in the event only that SunOpta is no longer the owner of a sufficient number of Mascoma Common Shares, Mascoma Preferred Shares or Mascoma Exchange Shares to pay or settle the Claims or Losses, in cash; and (b) after the Indemnity Holdback Shares Release Date: (i) first, through a forfeiture on a pro rata basis of the number of Mascoma Common Shares and Mascoma Preferred Shares issued to SunOpta pursuant to Section 2.03(1)) which, in aggregate, have a value equal to the Claims or Losses for which indemnification is given, as determined pursuant to Section 2.04; and (ii) second, in the event only that SunOpta is no longer the owner of a sufficient number of Mascoma Common Shares and Mascoma Preferred Shares to pay or settle the Claims or Losses, in cash.

PAYMENT AND SETTLEMENT. (a) Any Claims or Losses for which indemnification is given by SunOpta a Vendor under this Section 6.03 6.02 will be paid or settled: (ai) prior with respect to Vendors other than SunOpta: (A) first, subject to Section 6.02(5)(b), through a forfeiture of the number of (1) Mascoma Preferred Shares issued to the Indemnity Holdback applicable Vendor pursuant to Section 2.03(1) or (II) Mascoma Exchange Shares Release Date,which, in aggregate, have a value equal to the Claims or Losses for which indemnification is given, as determined pursuant to Section 2.04; and (iB) second, in the event only that the Vendor is no longer the owner of a sufficient number of Mascoma Preferred Shares or Mascoma Exchange Shares to pay or settle the Claims or Losses, in cash. (ii) with respect to SunOpta: (A) first, through a reduction in and forfeiture of the number of Indemnity Holdback Shares (on a pro rata basis between the Mascoma Common Shares and the Mascoma Preferred Shares) which, in aggregate, have a value equal to the Claims or Losses for which indemnification is given, as determined pursuant to Section 2.04; and; (iiB) second, through a forfeiture of the number of (I) Mascoma Common Shares and Mascoma Preferred Shares (on a pro rata basis) issued to SunOpta pursuant to Section 2.03(1) or (IIH) Mascoma Exchange Shares which, in aggregate, have a value equal to the Claims or Losses for which indemnification is given, as determined pursuant to Section 2.04;; and (iiiC) third, in the event only that SunOpta is no longer the owner of a sufficient number of Mascoma Common Shares, Mascoma Preferred Shares or Mascoma Exchange Shares to pay or settle the Claims or Losses, in cash; and. (b) after Notwithstanding Section 6.02(5)(a), Mascoma or the Indemnity Holdback Shares Release Date: (i) firstPurchaser may, in their sole discretion, elect with respect to the payment or settlement of any Claims or Losses for which indemnification is given by a Vendor other than SunOpta, to pay or settle such Claims or Losses through a reduction in and forfeiture on a pro rata basis of the number of Mascoma Common Indemnity Holdback Shares and Mascoma Preferred Shares issued to SunOpta pursuant to Section 2.03(1)) which, in aggregate, have a value equal to the such Claims or Losses for which indemnification is given, as determined pursuant to Section 2.04; and (ii) second, in . In the event only that SunOpta is no longer Mascoma or the owner of a sufficient number of Mascoma Common Shares and Mascoma Preferred Shares Purchaser elect to pay or settle the Claims or LossesLosses of Vendors other than SunOpta in the manner described in this Section 6.02(5)(b), SunOpta shall be subrogated to all rights of the Purchaser Indemnitee as set forth in cashSection 6.08.

PAYMENT AND SETTLEMENT. (a) Any Claims or Losses for which indemnification is given by SunOpta a Vendor under this Section 6.03 6.02 will be paid or settled: (ai) prior with respect to Vendors other than SunOpta: (A) first, subject to Section 6.02(5)(b), through a forfeiture of the number of (I) Mascoma Preferred Shares issued to the Indemnity Holdback applicable Vendor pursuant to Section 2.03(1) or (II) Mascoma Exchange Shares Release Date,which, in aggregate, have a value equal to the Claims or Losses for which indemnification is given, as determined pursuant to Section 2.04; and (iB) second, in the event only that the Vendor is no longer the owner of a sufficient number of Mascoma Preferred Shares or Mascoma Exchange Shares to pay or settle the Claims or Losses, in cash. (ii) with respect to SunOpta: (A) first, through a reduction in and forfeiture of the number of Indemnity Holdback Shares (on a pro rata basis between the Mascoma Common Shares and the Mascoma Preferred Shares) which, in aggregate, have a value equal to the Claims or Losses for which indemnification is given, as determined pursuant to Section 2.04; and; (iiB) second, through a forfeiture of the number of (I) Mascoma Common Shares and Mascoma Preferred Shares (on a pro rata basis) issued to SunOpta pursuant to Section 2.03(1) or (II) Mascoma Exchange Shares which, in aggregate, have a value equal to the Claims or Losses for which indemnification is given, as determined pursuant to Section 2.04;; and (iiiC) third, in the event only that SunOpta is no longer the owner of a sufficient number of Mascoma Common Shares, Mascoma Preferred Shares or Mascoma Exchange Shares to pay or settle the Claims or Losses, in cash; and. (b) after Notwithstanding Section 6.02(5)(a), Mascoma or the Indemnity Holdback Shares Release Date: (i) firstPurchaser may, in their sole discretion, elect with respect to the payment or settlement of any Claims or Losses for which indemnification is given by a Vendor other than SunOpta, to pay or settle such Claims or Losses through a reduction in and forfeiture on a pro rata basis of the number of Mascoma Common Indemnity Holdback Shares and Mascoma Preferred Shares issued to SunOpta pursuant to Section 2.03(1)) which, in aggregate, have a value equal to the such Claims or Losses for which indemnification is given, as determined pursuant to Section 2.04; and (ii) second, in . In the event only that SunOpta is no longer Mascoma or the owner of a sufficient number of Mascoma Common Shares and Mascoma Preferred Shares Purchaser elect to pay or settle the Claims or LossesLosses of Vendors other than SunOpta in the manner described in this Section 6.02(5)(b), SunOpta shall be subrogated to all rights of the Purchaser Indemnitee as set forth in cashSection 6.08.