PAYMENT; GENERAL RIGHT OF OFFSET. The Indemnifying Parties shall promptly pay to the Indemnified Party in cash the amount of any Adverse Consequences to which such Indemnified Party becomes entitled by reason of the provisions of Section 2 or Section 8 of this Agreement. Notwithstanding the foregoing, in connection with the indemnification of Buyer pursuant to Section 8(b)(i), Section 8(b)(iii), Section 8(b)(iv) or Section 8(b)(v), (i) Buyer shall have the option (at Buyer's sole discretion) to first seek indemnification payments through offset against the Escrow Sum after an indemnification claim has been made therefor, for the amount of any Adverse Consequences or any other payments to which Buyer becomes entitled by reason of the provisions of this Agreement and (ii) any one or more of the Sellers shall have the option to satisfy such Seller's obligation to the Buyer under Section 8(b) by surrendering to Buyer that portion of the Stock Portion of the Purchase Price required to fund that obligation (with such surrendered Stock valued at the lesser of (A) such Stock's then-current fair market value or (B) the value stated in Section 2(h)). Furthermore, and in lieu of receiving a cash payment from the Sellers, Buyer, in its sole discretion, may after the first anniversary of the Closing Date elect to offset against any Earned Payout Amount payable to Sellers, after an indemnification claim has been made therefor, the amount of any Adverse Consequences or any other payments to which Buyer may become entitled to by reason of the provisions of this Agreement. In the event that Buyer offsets more than the amount of any Adverse Consequences (as finally determined), Buyer shall be responsible to Sellers for such sums which should not have been subject to an offset, together with interest at the prime rate of Bank Boston, N.A.
PAYMENT; GENERAL RIGHT OF OFFSET. Subject to the limitations set forth in this Section 9, the Indemnifying Parties shall promptly pay to CORESTAFF or such other Indemnified Party as may be entitled to indemnity hereunder in cash the amount of any Adverse Consequences to which CORESTAFF or such Indemnified Party may become entitled to by reason of the provisions of this Agreement. Furthermore, and in lieu of receiving a cash payment from the Shareholders, CORESTAFF, in good faith, may elect to offset against any Earned Payout Amount, including any interest payable thereon, payable to Shareholders the amount of any Adverse Consequences or any other payments to which CORESTAFF or such Indemnified Parties may become entitled to by reason of the provisions of this Agreement. In the event that CORESTAFF offsets more than the amount of any Adverse Consequences (as finally determined), CORESTAFF shall be responsible to Shareholder for such sums which should not have been subject to an offset.
PAYMENT; GENERAL RIGHT OF OFFSET. The -------------------------------- Indemnifying Parties shall promptly pay to the Indemnified Party as may be entitled to indemnity hereunder in cash the amount of any Adverse Consequences to which such Indemnified Party may become entitled to by reason of the provisions of SECTION 2 or SECTION 8 of this Agreement. Notwithstanding the --------- --------- foregoing, in connection with the indemnification of Buyer pursuant to SECTION ------- 8(B)(I) above, Buyer shall have the option to first seek indemnification ------- payments through offset against any promissory note or Earned Payout Amount payable to Sellers after an indemnification claim has been made therefor, for the amount of any Adverse Consequences or any other payments to which Buyer may become entitled to by reason of the provisions of this Agreement (i.e. payments under SECTION 2 or SECTION 6 or other costs in connection therewith). In no --------- --------- event shall either party receive indemnification for an indemnification claim under this ARTICLE VIII which has been fully satisfied through insurance, an ------------ adjustment to Purchase Price or cash payment.
PAYMENT; GENERAL RIGHT OF OFFSET. The Indemnifying Parties shall promptly pay to the Indemnified Party as may be entitled to indemnity hereunder in cash the amount of any Adverse Consequences to which such Indemnified Party may become entitled to by reason of the provisions of Section 2 or Section 8 of this Agreement. Notwithstanding the foregoing, in connection with the indemnification of Buyer pursuant to Section 8(b)(i), Section 8(b)(iii), Section 8(b)(iv) or Section 8(b)(v), (i) Buyer shall have the option to first seek indemnification payments through offset against the Escrow Sum, after an indemnification claim has been made therefor, for the amount of any Adverse Consequences or any other payments to which Buyer may become entitled to by reason of the provisions of this Agreement and (ii) any one or more of the Sellers shall have the option to satisfy such Seller's obligation to the Buyer under Section 8(b) by surrendering to Buyer that portion of the Stock Portion of the Purchase Price required to fund that obligation (with such surrendered Stock valued at the lesser of (A) such Stock's then fair market value or (B) the value stated in Section 2(h)).
PAYMENT; GENERAL RIGHT OF OFFSET. The Indemnifying Parties shall promptly pay to the Indemnified Party as may be entitled to indemnity hereunder the amount of any Adverse Consequences to which the Indemnified Party may become entitled to by reason of the provisions of this Agreement. The payment required to be made pursuant to this Section 9.8 shall be made, at the election of the Indemnifying Party, in cash or Buyer Common Stock. If Buyer is the Indemnified Party, in lieu of receiving a payment from the Stockholders, Buyer shall first offset against any Earn-Out Payment, including any interest payable thereon, payable to Stockholders and Optionholders the amount of any Adverse Consequences or any other payments to which Buyer has become entitled to by reason of the provisions of this Agreement (as finally determined). Buyer shall be responsible to Stockholder for such sums which should not have been subject to an offset. For purposes of this Section 9.8, shares of Buyer Common Stock used by the Stockholders, as the Indemnifying Party, to satisfy indemnity claims made prior to the date the Special Payment is due shall be valued at $45 per share in order to determine the number of shares payable in respect of any indemnity obligation. None of the parties hereto shall elect to pay any indemnity obligation in cash if such election would result in the Merger not being treated as a tax free reorganization under the meaning of Section 368 of the Code.
PAYMENT; GENERAL RIGHT OF OFFSET. The Indemnifying Parties shall promptly pay to the Indemnified Party as may be entitled to indemnity hereunder in cash the amount of any Adverse Consequences to which such Indemnified Party may become entitled to by reason of the provisions of this Agreement. Notwithstanding the foregoing, in connection with the indemnification of ACG pursuant to Section 8(b)(i) above, ACG shall have the option to first seek indemnification payments through offset against the Cash Portion of the Consideration, the Stock Portion of the Consideration or Earned Payout Amount payable to Shareholders, after an indemnification claim has been made therefor, for the amount of any Adverse Consequences or any other payments to which ACG may become entitled to by reason of the provisions of this Agreement; provided, however, that ACG may not exercise its option to seek such offset until fourteen (14) days after it has sent written notice of its intention to seek such offset to the Shareholders' Representative.
PAYMENT; GENERAL RIGHT OF OFFSET. The Indemnifying Parties shall promptly pay to such Indemnified Party as may be entitled to indemnity hereunder in cash the amount of any Adverse Consequences to which such Indemnified Party may become entitled to by reason of the provisions of this Agreement, subject to the provisions and limitations in this Section 8. Furthermore, and in lieu of receiving a cash payment from the Sellers, Buyer, in good faith, may elect to offset against any Earn-Out Payment, including any interest payable thereon, payable to Sellers the amount of any Adverse Consequences or any other payments to which Buyer is entitled to by reason of the provisions of this Agreement. In the event that Buyer offsets more than the amount of any Adverse Consequences (as finally determined), Buyer shall be responsible to Seller for such sums which should not have been subject to an offset, plus interest thereon from the date of such offset.
PAYMENT; GENERAL RIGHT OF OFFSET. The Indemnifying Parties shall promptly pay to the Indemnified Party for which such Indemnified Party is entitled to indemnity hereunder in cash the amount of any Adverse Consequences to which such Indemnified Party is entitled to by reason of the provisions of this Agreement, including without limitation SECTION 8(H) and SECTION 9. Notwithstanding the foregoing, in connection with the indemnification of Buyer pursuant to SECTION 8(B)(I) above, Buyer shall have the option to first seek indemnification payments through offset against Stock Portion of the Purchase Price or Earned Payout Amount payable to Sellers, after an indemnification claim has been made therefor, for the amount of any Adverse Consequences or any other payments to which Buyer is entitled to by reason of the provisions of this Agreement, including without limitation SECTION 8(B) and SECTION 9.
PAYMENT; GENERAL RIGHT OF OFFSET. In the event Buyer is entitled to indemnification pursuant to Section 5.2, Buyer may, at its option, in lieu of obtaining a cash payment directly from the Shareholders or the Seller, offset against any Earn-Out Payment payable to the Seller the amount of any Buyer Indemnified Liability or any other payments to which Buyer or such other Buyer Party as may be entitled to indemnity hereunder may become entitled to by reason of the provisions of this Agreement. In the event that Buyer offsets more than the amount of any Buyer Indemnified Liability (as finally determined), Buyer shall be responsible to the Seller for such sums which should not have been subject to an offset. To the extent that the Earn-Out Payment is not sufficient to cover the amount of any such Buyer Indemnified Liability, the Shareholders and the Seller shall promptly pay to Buyer or such other Buyer Party as may be entitled to indemnity hereunder in cash the amount of any Buyer Indemnified Liability to which Buyer or such Buyer Party may become entitled to by reason of the provisions of this Agreement.
PAYMENT; GENERAL RIGHT OF OFFSET. The Indemnifying Parties shall promptly pay to Buyer or such other Indemnified Party as may be entitled to indemnity hereunder in cash the amount of any Losses to which Buyer or such Indemnified Party may become entitled to by reason of the provisions of this Agreement. Furthermore, and in lieu of receiving a cash payment from the Sellers, Buyer, in good faith, may elect to offset against any Earn-Out Payments payable to Sellers the amount of any Losses or any other payments to which Buyer or such Indemnified Parties may become entitled to by reason of the provisions of this Agreement. In the event that Buyer offsets more than the amount of any Losses (as finally determined), Buyer shall be responsible to promptly pay Seller for such sums which should not have been subject to an offset.
