Payment of Deficiencies. The Indemnifying Parties hereby agree to pay the amount of established Deficiencies within fifteen calendar days after the establishment thereof. The amount of established Deficiencies shall be paid in cash. Any amounts not paid by the Indemnifying Party when due under this Section shall bear interest from and after the due date thereof until the date paid at a rate equal to the lesser of: (a) ten percent (10%) per annum; or (b) the highest legal rate permitted by applicable law. At the option of the Indemnitees, the Indemnitees may offset any Deficiency or any portion thereof that has not been paid by the Indemnifying Party to the Indemnitees against any obligation the Indemnitees, or any of them, may have to the Indemnifying Party, including, without limitation, the Holdback.
Payment of Deficiencies. The Shareholder hereby agrees to pay the amount of each established Deficiency to Buyer within five (5) days after the establishment thereof in cash or, at the election of the Shareholder, in shares of Buyer Stock at the rate of Six Dollars and Twenty-Five Cents ($6.25) per share, rounding off the result to the nearest full number of shares, subject to equitable adjustment for stock dividends, stock splits, stock distributions, share reclassifications, exchanges, mergers, consolidations or other changes in capitalization affecting the common stock of Buyer occurring after the Closing Date and prior to such payment date. Any amounts not paid by the Shareholder when due under this Section 11.4 shall bear interest from the due date thereof until the date paid at a rate equal to the lesser of twelve percent (12%) per annum or the highest legal rate permitted by applicable law.
Payment of Deficiencies. In the event that Buyer discovers any Deficiency, Buyer shall give written notice to Seller and the Shareholders of the nature and amount of the Deficiency. Seller and the Shareholders hereby agree to pay the amount of such Deficiency to Buyer in cash within thirty (30) days after written notice from Buyer which reasonably details the nature and amount of the Deficiency. Any amounts required to be paid which are not paid by Seller and the Shareholders when due under this Article 9 shall bear interest from the due date thereof until the date paid at a rate of interest per annum that is equal to the Prime Rate. At Buyer's option, Buyer may off-set any unpaid Deficiency or portion thereof against any obligation Buyer may have to any party hereto.
Payment of Deficiencies. The indemnifying party hereby agrees to pay the amount of each established Deficiency to the indemnified party within five business days after the final establishment thereof. Any amounts not paid by the indemnifying party when due under this subsection 16(f) shall bear interest from the due date thereof until the date paid at a rate equal to the “prime rate” as published from time to time in The Wall Street Journal. At the option of the indemnifying party, the payment of any established Deficiency can be made in cash or in shares of common stock of Covalent which shall be valued at the Combination Price. If Covalent pays any deficiencies in shares of common stock it shall use commercially reasonable efforts to promptly register those shares with the SEC and under an effective Registration Statement.
Payment of Deficiencies. In the event that Seller or Stockholders ----------------------- discover any Deficiency, the Seller or Stockholders, as applicable, shall give written notice to the Indemnitor of the nature and amount of the Deficiency. If the Indemnitor, within a period of 15 business days after the giving of such notice by the Indemnitee, shall not give written notice to the Indemnitee announcing its intention to contest such assertion of the Indemnitee (such notice by the Indemnitor being hereinafter called the "Contest Notice"), such assertion of the Indemnitee shall be deemed accepted and the amount of the Deficiency shall be deemed established. The Indemnitor and the Indemnitee may agree in writing, at any time, as to the existence and amount of a Deficiency, and, upon the execution of such agreement, such Deficiency shall be deemed established. Any amounts required to be paid with respect to an established Deficiency but not paid by the Indemnitor within 10 business days after the Deficiency Payment Date shall bear interest from the Deficiency Payment Date until the date paid at a rate of 10% per annum.
Payment of Deficiencies. Subject to the limitations set forth in subsection (g), the indemnifyingparty hereby agree to pay in cash the amount of each established Deficiency to the indemnified party within five (5) business days after the final establishment thereof. Any amounts not paid by the indemnifying party when due under this subsection 15(f) shall bear interest from the due date thereof until the date paid at a rate equal to 3% over the “prime rate” as published from time to time in The Wall Street Journal.
Payment of Deficiencies. The Indemnifying Party shall pay the amount of established Deficiencies within fifteen (15) calendar days after the establishment thereof. The amount of established Deficiencies shall be paid in cash. At the option of the Indemnitees, the Indemnitees may offset any Deficiency or any portion thereof that has not been paid by the Indemnifying Party to the Indemnitees against any obligation the Indemnitees, or any of them, may have to the Indemnifying Party.
Payment of Deficiencies. Any Deficiency shall first be payable out of the Holdback. Thereafter, the Holders, jointly and severally, hereby agree to pay in cash the amount of each established Deficiency to Buyer within five days after the final establishment thereof. Any amounts not paid by the Holders when due under this sub Article 10(d) shall bear interest from the due date thereof until the date paid at a rate equal to 3% over the "prime rate" as published from time to time in the Wall Street Journal.
Payment of Deficiencies. Each party shall have the right to set off each deficiency, as fully and finally established against obligations owed to the other Party hereto against the amount of the Earn Out.
Payment of Deficiencies. (a) Notwithstanding the establishment of a Deficiency in accordance with Section 11.5, after the Closing INTERCELL shall not be liable to the Jaymark Indemnitees for the first Ten Thousand Dollars ($10,000) of aggregate Deficiencies except to the extent such aggregate Deficiencies exceed $10,000 at which point indemnification shall then be made by INTERCELL for the full amount of such Deficiencies.
