Common use of Payment of Indemnification Amounts Clause in Contracts

Payment of Indemnification Amounts. (a) The indemnification obligations of the Seller Group under this Article 7 shall be paid as follows: (i) first, by the Parent making a claim against the Escrow Amount; (ii) second, to the extent the Seller Group’s indemnification obligations are not fully satisfied in accordance with clause (i), by the Parent setting off the indemnification amounts of the Seller Group against any payments owed by the Parent to the Company or the Partners, including, without limitation any payments owed to the Partners as employment compensation and any payments owed to the Seller Group under the Facility Lease; and (iii) third, to the extent the Seller Group’s indemnification obligations are not fully satisfied in accordance with clause (ii), by the Seller Group paying the Parent such amounts in cash in the form of a bank or cashier’s check or in immediately available funds by wire transfer to such bank account or accounts as may be designated by the Parent. (b) The indemnification obligations of the Parent under this Article 7 shall be paid by the Parent paying such amounts in cash in the form of a bank or cashier’s check or in immediately available funds by wire transfer to such bank account or accounts as may be designated by the Seller Group. (c) It is the intent of the parties that any amounts paid under this Article 7 shall represent an adjustment of the Purchase Price and the parties will report such payments consistent with such intent.

Payment of Indemnification Amounts. (a) The indemnification obligations of the Seller Group under this Article 7 shall be paid as follows: (i) first, by the Parent making a claim against the Escrow Amount; (ii) second, to the extent the Seller Group’s indemnification obligations are not fully satisfied in accordance with clause (i), by the Parent setting off the indemnification amounts of the Seller Group against any payments owed by the Parent to the Company or the PartnersStockholders, including, without limitation any payments owed to the Partners Jxxx Sxxxx Xxxxxx, Jr. as employment compensation and any payments owed to the Seller Group under the Facility Lease; and (iii) third, to the extent the Seller Group’s indemnification obligations are not fully satisfied in accordance with clause (ii), by the Seller Group paying the Parent such amounts in cash in the form of a bank or cashier’s check or in immediately available funds by wire transfer to such bank account or accounts as may be designated by the Parent. (b) The indemnification obligations of the Parent under this Article 7 shall be paid by the Parent paying such amounts in cash in the form of a bank or cashier’s check or in immediately available funds by wire transfer to such bank account or accounts as may be designated by the Seller Group. (c) It is the intent of the parties that any amounts paid under this Article 7 shall represent an adjustment of the Purchase Price and the parties will report such payments consistent with such intent.

Payment of Indemnification Amounts. (a) The indemnification obligations of the Seller Group under this Article 7 shall be paid as follows: (i) first, by the Parent making a claim against the Escrow Amount; (ii) second, to the extent the Seller Group’s indemnification obligations are not fully satisfied in accordance with clause (i), by the Parent setting off the indemnification amounts of the Seller Group against any payments owed by the Parent to the Company or the Partners, including, without limitation Stockholders excluding any payments owed to the Partners Stockholders as employment compensation and any payments owed to the Seller Group or their Affiliates under the Facility Lease; and (iii) third, to the extent the Seller Group’s indemnification obligations are not fully satisfied in accordance with clause (ii), by the Seller Group paying the Parent such amounts in cash in the form of a bank or cashier’s check or in immediately available funds by wire transfer to such bank account or accounts as may be designated by the Parent. (b) The indemnification obligations of the Parent under this Article 7 shall be paid by the Parent (at the sole election of the Parent) (1) paying such amounts in cash in the form of a bank or cashier’s check or in immediately available funds by wire transfer to such bank account or accounts as may be designated by the Seller Group, or (2) releasing from the Escrow Amount. (c) It is the intent of the parties that any amounts paid under this Article 7 shall represent an adjustment of the Purchase Price and the parties will report such payments consistent with such intent.

Payment of Indemnification Amounts. (a) The indemnification obligations of the Seller Group under this Article 7 shall be paid as follows: (i) first, by the Parent making a claim against the Escrow Amount; (ii) second, to the extent the Seller Group’s indemnification obligations are not fully satisfied in accordance with clause (i), by the Parent setting off the indemnification amounts of the Seller Group against any payments owed by the Parent to the Company or the PartnersStockholder, including, without limitation any payments owed to the Partners Stockholder as employment compensation and any payments owed to the Seller Group under the Facility LeaseLeases; and (iii) third, to the extent the Seller Group’s indemnification obligations are not fully satisfied in accordance with clause (ii), by the Seller Group paying the Parent such amounts in cash in the form of a bank or cashier’s check or in immediately available funds by wire transfer to such bank account or accounts as may be designated by the Parent. (b) The indemnification obligations of the Parent under this Article 7 shall be paid by the Parent (at the sole election of the Parent) (1) paying such amounts in cash in the form of a bank or cashier’s check or in immediately available funds by wire transfer to such bank account or accounts as may be designated by the Seller Group, or (2) releasing such amount from the Escrow Amount. (c) It is the intent of the parties that any amounts paid under this Article 7 shall represent an adjustment of the Purchase Price and the parties will report such payments consistent with such intent.

Payment of Indemnification Amounts. (a) The indemnification obligations of the Seller Group under this Article 7 shall be paid as follows: (i) first, by the Parent making a claim against the Escrow Amount; (ii) second, to the extent the Seller Group’s indemnification obligations are not fully satisfied in accordance with clause (i), by the Parent setting off the indemnification amounts of the Seller Group against any payments owed by the Parent to the Company or the PartnersMembers, including, without limitation excluding any payments owed to the Partners Members as employment compensation and any payments owed to the Seller Group under the Facility Lease; and (iii) third, to the extent the Seller Group’s indemnification obligations are not fully satisfied in accordance with clause (ii), by the Seller Group paying the Parent such amounts in cash in the form of a bank or cashier’s check or in immediately available funds by wire transfer to such bank account or accounts as may be designated by the Parent. (b) The indemnification obligations of the Parent under this Article 7 shall be paid by the Parent paying such amounts in cash in the form of a bank or cashier’s check or in immediately available funds by wire transfer to such bank account or accounts as may be designated by the Seller Group. (c) It is the intent of the parties that any amounts paid under this Article 7 shall represent an adjustment of the Purchase Price and the parties will report such payments consistent with such intent.

Payment of Indemnification Amounts. (a) The indemnification obligations of the Seller Group under this Article 7 shall be paid as follows: (i) first, by the Parent making a claim against the Escrow Amount; (ii) second, to the extent the Seller Group’s indemnification obligations are not fully satisfied in accordance with clause (i), by the Parent setting off the indemnification amounts of the Seller Group against any payments owed by the Parent to the Company or the PartnersMembers, including, without limitation any payments owed to the Partners Members as employment compensation and any payments owed to the Seller Group under the Facility Lease; and (iii) third, to the extent the Seller Group’s indemnification obligations are not fully satisfied in accordance with clause (ii), by the Seller Group paying the Parent such amounts in cash in the form of a bank or cashier’s check or in immediately available funds by wire transfer to such bank account or accounts as may be designated by the Parent. (b) The indemnification obligations of the Parent under this Article 7 shall be paid by the Parent paying such amounts in cash in the form of a bank or cashier’s check or in immediately available funds by wire transfer to such bank account or accounts as may be designated by the Seller Group. (c) It is the intent of the parties that any amounts paid under this Article 7 shall represent an adjustment of the Purchase Price and the parties will report such payments consistent with such intent.