Common use of Payment of Indemnification Claims Clause in Contracts

Payment of Indemnification Claims. (a) To the extent that Asta or the Borrower is obligated to pay the amount due in respect of an Indemnification Claim (such amount an "Indemnification Amount"), (i) Asta agrees that it shall pay Indemnification Amounts on behalf of itself and Borrower (but with respect to the Borrower only under circumstances in which Asta is jointly and severally liable with Borrower), and (ii) Borrower agrees that it shall pay Indemnification Amounts on behalf of itself. Neither Borrower nor Asta shall pay any Indemnification Amount except as permitted under this Agreement. At any time that any Indemnification Amount is due and owing or Asta has any Outstanding Indemnification Expenses, such Indemnification Amount shall be promptly paid and such Outstanding Indemnification Expenses shall be promptly repaid from the following sources: first, from Indemnification Recoveries, if any; second, from amounts on deposit in the Indemnity Reserve Account; third, from Asta, an amount up to but not greater than any Interest Rebate previously paid to Asta; fourth, in accordance with clause ninth of Section 3.2(a) above; and fifth, Profit Disgorgement from each of Asta and the Lender. (b) If the Borrower receives any Indemnification Recoveries on or following any date upon which any Indemnification Amount is due and owing or has been paid, such funds shall be promptly disbursed in the following order, priority and amounts: first, to pay outstanding Indemnification Amounts until reduced to zero; second, to Asta, to repay any Outstanding Indemnification Expenses until reduced to zero; third, to each of Lender and Asta ratably, to repay the aggregate amount of their respective Profit Disgorgements, if applicable; fourth, to Asta, to repay the amount of any Interest Rebate repaid pursuant to clause third of Section 4.1(a) above; and fifth, to Lender for deposit into the Collection Account, to be distributed pursuant to Section 3.2(a).

Payment of Indemnification Claims. (a) To Once a Loss is agreed to by the extent that Asta Indemnifying Party or finally adjudicated to be payable pursuant to this Article VII, the Borrower is obligated to pay the amount due in respect of an Indemnification Claim (such amount an "Indemnification Amount"), (i) Asta agrees that it Indemnifying Party shall pay Indemnification Amounts on behalf of itself and Borrower (but satisfy its obligations with respect to the Borrower only under circumstances in which Asta is jointly and severally liable with Borrower)payment of such Loss within fifteen (15) days of such agreement or acceptance or final, non-appealable adjudication as follows: (a) Any indemnification payments owed by the Seller Parties to any Buyer Indemnified Party pursuant to this Article VII shall be satisfied first, out of the Indemnity Escrow Account, to the extent of the funds then contained therein, and (ii) Borrower agrees that it second, if and to the extent such indemnification payments are not paid in full from the Indemnity Escrow Account, the Seller Parties shall pay Indemnification Amounts on behalf the remaining amount thereof by wire transfer of itself. Neither Borrower nor Asta shall pay any Indemnification Amount except as permitted under this Agreement. At any time immediately available funds to an account designated in writing by the Buyer Indemnified Party; provided, however, that any Indemnification Amount is due and owing Buyer Indemnified Party may, at its election in its sole discretion, require that any indemnification payments owed by the Seller Parties to such Buyer Indemnified Party pursuant to this Article VII that arise out of or Asta has relate to breaches of any Outstanding Indemnification Expensesof the Fundamental Representations be paid by Seller by wire transfer of immediately available funds to an account designated in writing by the Buyer Indemnified Party, such Indemnification Amount shall be promptly paid and such Outstanding Indemnification Expenses shall be promptly repaid from the following sources: first, from Indemnification Recoveries, if any; second, from amounts on deposit in without first seeking payment out of the Indemnity Reserve Escrow Account; third, from Asta, an amount up to but not greater than any Interest Rebate previously paid to Asta; fourth, in accordance with clause ninth of Section 3.2(a) above; and fifth, Profit Disgorgement from each of Asta and the Lender. (b) If the Borrower receives any Indemnification Recoveries on or following any date upon which any Indemnification Amount is due and owing or has been paid, such funds Any indemnification payments owed by Buyer to a Seller Indemnified Party pursuant to this Article VII shall be promptly disbursed in paid by Buyer to the following order, priority and amounts: first, applicable Seller Indemnified Party by wire transfer of immediately available funds to pay outstanding Indemnification Amounts until reduced to zero; second, to Asta, to repay any Outstanding Indemnification Expenses until reduced to zero; third, to each of Lender and Asta ratably, to repay an account designated by the aggregate amount of their respective Profit Disgorgements, if applicable; fourth, to Asta, to repay the amount of any Interest Rebate repaid pursuant to clause third of Section 4.1(a) above; and fifth, to Lender for deposit into the Collection Account, to be distributed pursuant to Section 3.2(a)applicable Seller Indemnified Party.

Payment of Indemnification Claims. (a) To After a Loss is agreed to or accepted by the extent that Asta Indemnifying Party or finally adjudicated to be payable pursuant to this Article VII, the Borrower is obligated to pay the amount due in respect of an Indemnification Claim (such amount an "Indemnification Amount"), (i) Asta agrees that it Indemnifying Party shall pay Indemnification Amounts on behalf of itself and Borrower (but satisfy its obligations with respect to the Borrower only under circumstances in which Asta is jointly payment of such Loss within fifteen (15) days of such agreement or acceptance or final, non-appealable adjudication as follows: (a) Any indemnification payments owed by the Sellers to any Buyer Indemnified Party pursuant to Section 7.02(a)(i) (other than with respect to breaches of the Fundamental Representations or the Tax Representations and severally liable with Borrower), and (iiclaims for Intentional Breach or fraud) Borrower agrees that it shall pay Indemnification Amounts on behalf of itself. Neither Borrower nor Asta shall pay any Indemnification Amount except as permitted under this Agreement. At any time that any Indemnification Amount is due and owing or Asta has any Outstanding Indemnification Expenses, such Indemnification Amount shall be promptly paid and such Outstanding Indemnification Expenses shall be promptly repaid from the following sources: satisfied first, from Indemnification Recoveriesout of the Indemnity Escrow Account pursuant to the terms thereof, to the extent of the funds then contained therein, until the retention under the RWI Policy has been satisfied; and second, out of the RWI Policy, if any; second, from amounts on deposit in and to the Indemnity Reserve Account; third, from Asta, an amount up to but not greater than any Interest Rebate previously paid to Asta; fourth, in accordance with clause ninth of Section 3.2(a) above; and fifth, Profit Disgorgement from each of Asta and the Lenderextent such Loss is covered thereby. (b) If Any indemnification payments owed by the Borrower receives Sellers to any Indemnification Recoveries on or following any date upon which any Indemnification Amount is due and owing or has been paid, such funds Buyer Indemnified Party pursuant to Section 7.02(a)(vii) shall be promptly disbursed in the following order, priority and amounts: satisfied first, out of the Owatonna Environmental Insurance pursuant to pay outstanding Indemnification Amounts until reduced the terms thereof, if and to zerothe extent such Loss is covered thereby; second, out of the Indemnity Escrow Account pursuant to Astathe terms thereof, to repay any Outstanding Indemnification Expenses the extent of the funds then contained therein, until reduced to zerothe retention under the RWI Policy has been satisfied; third, out of the RWI Policy, if and to each the extent such Loss is covered thereby; and fourth, if and to the extent such indemnification payments are not paid in full pursuant to the foregoing, subject to the limitations in this Article VII, the Sellers (jointly and severally) shall pay the remaining amount thereof by wire transfer of Lender immediately available funds to an account designated in writing by the Buyer. (c) Any indemnification payments owed jointly and Asta ratablyseverally by any Seller to any Buyer Indemnified Party pursuant to Section 7.02(a) (other than those addressed in Section 7.06(a) and Section 7.06(b)) shall be satisfied as follows: (i) first, out of the Indemnity Escrow Account pursuant to the terms thereof, to repay the extent of the funds then contained therein, until the retention under the RWI Policy has been satisfied; (ii) second, if and to the extent such indemnification payments are not paid in full from the Indemnity Escrow Account and the retention under the RWI Policy has not been satisfied, the Sellers (jointly and severally) shall pay the remaining amount thereof, subject to Section 7.04, until the retention under the RWI Policy has been satisfied, by wire transfer of immediately available funds to an account designated in writing by the Buyer; (iii) third, out of the RWI Policy, if and to the extent such Loss is covered thereby; and (iv) fourth, if and to the extent such indemnification payments are not paid in full pursuant to the foregoing, the remaining amount thereof shall be satisfied, subject to the limitations in this Article VII, (A) out of the Indemnity Escrow Account pursuant to the terms thereof, to the extent of the funds then contained therein, and (B) if and to the extent such indemnification payments are not paid in full from the Indemnity Escrow Account, Sellers (jointly and severally) shall pay the remaining amount thereof by wire transfer of immediately available funds to an account designated in writing by the Buyer. (d) Any indemnification payments owed by a Seller to any Buyer Indemnified Party pursuant to Section 7.02(b) shall be satisfied (i) out of the RWI Policy, if and to the extent such Loss is covered thereby; and (ii) if and to the extent such indemnification payments are not paid in full out of the RWI Policy, such Seller shall pay the remaining amount thereof, subject to the limitations in this Article VII, by wire transfer of immediately available funds to an account designated in writing by the Buyer; provided, however, that if and to the extent such indemnification payment is not covered by the RWI Policy, the Buyer may, in its sole discretion by giving written notice thereof to the Sellers’ Representative and the indemnifying Seller, elect to receive payment of some or all of the amount of such indemnification payment from the Indemnity Escrow Account to the extent of the funds then contained therein. If Buyer elects to receive payment of some or all of the amount of such indemnification payment from the Indemnity Escrow Account, then (y) Sellers’ Representative and Buyer shall provide the Escrow Agent with joint written instructions in accordance with the Escrow Agreement to release and deliver to Buyer from the Indemnity Escrow Account the amount of such indemnification payment that Buyer has elected to receive from the Indemnity Escrow Account; and (z) the indemnifying Seller shall remit to the Escrow Agent and restore to the Indemnity Escrow Account the full amount distributed to Buyer from the Indemnity Escrow Account pursuant to clause (y) of this sentence as soon as reasonably practicable (but in any event within five (5) days) thereafter, to be held by the Escrow Agent in the Indemnity Escrow Account until released and disbursed pursuant to this Article VII and/or the applicable provisions of the Escrow Agreement. (e) Any indemnification payments owed by Buyer to a Seller Indemnified Party pursuant to Section 7.03 shall be paid by Buyer to the Sellers’ Representative, on behalf of the applicable Seller Indemnified Party, by wire transfer of immediately available funds to an account or accounts designated by the Sellers’ Representative, to be disbursed to the applicable Seller Indemnified Party by the Sellers’ Representative. (f) Any indemnity payment hereunder with respect to any Loss shall be calculated after taking into account any Actual Tax Benefit realized by the Indemnified Party as a result of such Loss. If an indemnification payment pursuant to this Article VII is received by any Indemnified Party, and such Indemnified Party later realizes an Actual Tax Benefit in respect of the Losses to which such indemnification payment relates, such Indemnified Party shall promptly notify the Indemnifying Party thereof and pay to the Indemnifying Party an amount equal to the lesser of (i) the amount of such Actual Tax Benefit, or (ii) the actual amount of the indemnification payments previously paid to the Indemnified Party with respect to such Losses. (g) The Buyer shall, and shall cause the Acquired Companies to, prior to seeking indemnification from Sellers for any Environmental Indemnification Claim under this Agreement, first seek full recovery for such Environmental Indemnification Claim under the Owatonna Environmental Insurance and the RWI Policy to the same extent as they would if the Loss arising from such Environmental Indemnification Claim were not subject to indemnification hereunder. In the event that an insurance recovery is received by the Buyer Indemnified Parties or any of the Acquired Companies or any of their respective Affiliates pursuant to the Owatonna Environmental Insurance or the RWI Policy with respect to any Environmental Indemnification Claim for which any Buyer Indemnified Party has been previously indemnified by the Sellers hereunder and received payment from the Sellers therefor pursuant to Section 7.06(b) hereof, then a refund shall be made promptly to the Sellers in an amount equal to the lesser of (i) the aggregate amount of their respective Profit Disgorgementsthe insurance recovery actually received by such Person pursuant to the Owatonna Environmental Insurance and the RWI Policy (net of all out-of-pocket expenses reasonably incurred by the Buyer Indemnified Parties in collecting such amount, if applicable; fourthincluding attorney’s fees) with respect to such Environmental Indemnity Claim, or (ii) the aggregate amount previously paid to Asta, the Buyer Indemnified Parties by the Sellers with respect to repay the such Environmental Indemnification Claim pursuant to Section 7.06(b) hereof. (h) The amount of any Interest Rebate repaid Losses payable under this Article VII by the Indemnifying Party shall be net of any amounts actually recovered by the Indemnified Party under applicable insurance policies (net of all out-of-pocket expenses reasonably incurred by such Indemnified Party in collecting such amounts, including attorney’s fees). If an Indemnified Party receives any amounts under applicable insurance policies with respect to any matter subsequent to its receipt of an indemnification payment from an Indemnifying Party with respect to such matter, then such Indemnified Party will promptly reimburse the Indemnifying Party for such indemnification payment in an amount equal to the lesser of (i) the amount received by the Indemnified Party pursuant to clause third such insurance policies with respect to such matter, net of Section 4.1(aall out-of-pocket expenses reasonably incurred by such Indemnified Party in collecting such amount (including attorney’s fees), or (ii) above; and fifththe aggregate amount previously paid to the Indemnified Party by the Indemnifying Party with respect to such matter. Notwithstanding anything to the contrary in this Agreement, no Indemnified Party will be entitled to Lender indemnification or reimbursement under any provision of this Agreement for deposit any amount to the extent such Person or its Affiliates has been otherwise indemnified or previously reimbursed for such amount under any other provision of this Agreement or any other agreement entered into in connection with the Collection Account, to be distributed pursuant to Section 3.2(a)transactions contemplated hereby or under any applicable insurance policies.

Payment of Indemnification Claims. (a) To Except as otherwise set forth in this Section 6.6 and except for any claims for indemnification under Section 5.1, which shall be subject to the extent rules set forth in Section 5.9, the payment of any amount payable pursuant to Section 6.5 shall be made in immediately available funds within ten (10) business days following the final determination of such Claim to an account designated in writing by the Indemnified Party. (b) Purchaser and the Sellers acknowledge and agree that Asta with respect to any Losses a Purchaser Indemnified Party shall seek under Article V or the Borrower is obligated to pay the amount due in respect of an Indemnification Claim (this Article VI, it shall seek such amount an "Indemnification Amount"), (i) Asta agrees that it shall pay Indemnification Amounts on behalf first, against available amounts under the Holdback Amount, subject to and in accordance with the terms of itself and Borrower (but with respect to the Borrower only under circumstances in which Asta is jointly and severally liable with Borrower)Article V or this Article VI, and (ii) Borrower agrees that it shall pay Indemnification Amounts on behalf of itself. Neither Borrower nor Asta shall pay second, against available amounts payable under the Milestone Payments or Guaranteed Payment, as applicable, prior to seeking any Indemnification Amount except as permitted under this Agreement. At any time that any Indemnification Amount is due and owing or Asta has any Outstanding Indemnification Expenses, such Indemnification Amount shall be promptly paid and such Outstanding Indemnification Expenses shall be promptly repaid amount directly from the following sources: first, from Indemnification RecoveriesSellers. (c) In the event that the Holdback Amount remaining, if any; second, from amounts on deposit is insufficient to satisfy in whole the Indemnity Reserve Account; third, from Asta, an amount up to but not greater than any Interest Rebate previously be paid to Asta; fourth, a Purchaser Indemnified Party by the Sellers in accordance with clause ninth Section 6.4, Purchaser shall deduct from the Milestone Payments or Guaranteed Payment payable, if any and as applicable, the amount in excess of the available Holdback Amount remaining. If the amount being paid hereby is an estimate of the Actual Claim Amount, then (A) if the Claimed Amount received by Purchaser by deduction from the Milestone Payment or Guaranteed Payment is greater than the Actual Claim Amount, then Purchaser shall promptly deliver to the Sellers in immediately available funds to an account designated in writing by the Sellers (if after settlement of the applicable Milestone Payment or Guaranteed Payment under Section 3.2(a1.2) above; or credit to the applicable Milestone Payment or Guaranteed Payment, the portion of the Claimed Amount which exceeds the Actual Claim Amount and fifth(B) if the Claimed Amount received by Purchaser is less than the Actual Claim Amount, Profit Disgorgement then Purchaser shall deduct from each the applicable Milestone Payment or Guaranteed Payment the amount by which the Actual Claim Amount exceeds the Claimed Amount, less any portion thereof previously paid hereunder (or if after settlement of Asta the Milestone Payment or Guaranteed Payment under Section 1.2, Purchaser shall proceed otherwise under this Article VI). Any amount due to a Purchaser Indemnified Party other than Purchaser and deducted from the Milestone Payment or Guaranteed Payment in accordance with the terms hereof shall be paid over to the respective Purchaser Indemnified Party by Purchaser and the LenderSellers shall not have any further obligation or liability therefor. (bd) If Should the Borrower receives any Indemnification Recoveries on Holdback Amount and Milestone Payments or following any date upon which any Indemnification Amount is due and owing or has been paidGuaranteed Payment, such funds shall be promptly disbursed in the following orderas applicable, priority and amounts: first, to pay outstanding Indemnification Amounts until reduced to zero; second, to Asta, to repay any Outstanding Indemnification Expenses until reduced to zero; third, to each of Lender and Asta ratably, to repay the aggregate amount of their respective Profit Disgorgementsremaining, if applicable; fourthany, be insufficient to Asta, to repay satisfy in whole the amount to be paid to a Purchaser Indemnified Party by the Sellers in accordance with Section 6.5, then the Sellers shall, within ten (10) business days following the final determination of any Interest Rebate repaid pursuant such Claim, pay to clause third Purchaser such shortfall in cash. (e) The provisions of Section 4.1(a6.6(c) above; and fifth, to Lender (d) allowing for deposit into the Collection Account, indemnification obligations of the Sellers to be distributed pursuant satisfied from the Milestone Payments or Guaranteed Payment, as applicable shall apply mutatis mutandis to Section 3.2(a).any indemnification obligations of the Sellers under Article V.

Payment of Indemnification Claims. (a) To The indemnification obligations of Sarnia under this Agreement shall first be satisfied from the proceeds of any applicable insurance policies, and if the proceeds from such policies are insufficient to cover the full amount of the Damages, or there is no applicable insurance policy, then, subject to the limitations set forth in Section 11.03, the indemnification obligation of Sarnia shall be satisfied solely by setoff against payments of principal and interest due under the Promissory Note as set forth in Section 11.01; provided to the extent that Asta or the Borrower is obligated Shareholder Representative requires funds to pay the amount due costs and expenses described in respect paragraph 3.03(e), the interest and forty thousand dollars ($40,000) of an Indemnification Claim principal payable under the Promissory Note shall not be subject to set-off. In order to receive any Indemnity Amount, Parent shall provide within one (such amount 1) year from the Effective Time a certificate (an "Indemnification AmountIndemnity Certificate"), ) to the Shareholder Representative in accordance with Section 11.03 hereof: (i) Asta agrees certifying that it shall pay Indemnification Amounts on behalf of itself and Borrower (but with respect Parent, as the party to the Borrower only under circumstances in which Asta be identified or reimbursed, is jointly and severally liable with Borrower), and entitled to receive a specified amount as Damages; (ii) Borrower agrees that it shall pay Indemnification Amounts on behalf of itself. Neither Borrower nor Asta shall pay any Indemnification Amount except as permitted under identifying the Damages in reasonable detail; (iii) certifying Parent's compliance with this Agreement. At any time that any Indemnification Amount is due and owing or Asta has any Outstanding Indemnification Expenses, such Indemnification Amount shall be promptly paid and such Outstanding Indemnification Expenses shall be promptly repaid from the following sources: first, from Indemnification Recoveries, if any; second, from amounts on deposit in the Indemnity Reserve Account; third, from Asta, an amount up to but not greater than any Interest Rebate previously paid to Asta; fourth, in accordance with clause ninth of Section 3.2(a) aboveArticle 11; and fifth, Profit Disgorgement from each (iv) signed by a duly authorized officer of Asta and the LenderParent. (b) If the Borrower receives any Indemnification Recoveries on Shareholder Representative believes in good faith that: (i) Parent has not incurred or following any date upon which any Indemnification Amount is due and owing or has been paid, such funds shall be promptly disbursed suffered Damages in the following order, priority and amounts: first, to pay outstanding Indemnification Amounts until reduced to zero; second, to Asta, to repay any Outstanding Indemnification Expenses until reduced to zero; third, to each of Lender and Asta ratably, to repay the aggregate amount of their respective Profit Disgorgements, if applicablethe Indemnity Amount set forth in any Indemnity Certificate; fourth, to Asta, to repay (ii) the amount of any Interest Rebate repaid pursuant proposed Indemnity Amount is incorrect; or (iii) Parent's claim is not in accordance with the provisions of this Article 11, the Shareholder Representative shall give written notice (a "Shareholder's Notice") to clause third Parent within twenty (20) business days' submission of Section 4.1(asuch Indemnity Certificate (the "Shareholders' Notice Period"), which notice shall set forth the reasons for such objection and a statement of the extent (if at all) above; to which the proposed Indemnity Amount is undisputed (such specified undisputed amount being hereinafter referred to as the "Undisputed Payment"). (c) If Parent does not receive a Shareholder's Notice relating to a proposed Indemnity Amount within the Shareholders' Notice Period, then Parent shall be entitled to set off the Indemnity Amount against the Promissory Note. To effect the setoff, the Shareholder Representative and fiftha duly authorized representative of the Parent shall execute, in writing, a joint directive authorizing the Escrow Agent to Lender for deposit into make such setoff. (d) If Parent receives a Shareholders' Notice relating to a proposed Indemnity Amount within the Collection AccountShareholders' Notice Period, then upon the expiration of the Shareholders' Notice Period, the Escrow Agent shall set off against the Promissory Note the Undisputed Amount, if any. The amount (the "Disputed Amount") equal to the Indemnity Amount less the Undisputed Amount required to be distributed pursuant paid hereby, shall not be released to Section 3.2(a)the Shareholders as a payment of the principal amount of the Promissory Note or offset against the principal amount of the Promissory Note except upon receipt by the Escrow Agent of a joint written directive signed by Parent and the Shareholder Representative or in accordance with a final and non- ppealable decision of a court of competent jurisdiction or final award of an Arbitrator.

Payment of Indemnification Claims. (a) To With regard to any claim asserted against an Indemnified Party in a Proceeding (a “Third Party Claim”) for which indemnification is payable hereunder, such indemnification will become immediately due and payable, without further notice or demand, upon the extent that Asta or the Borrower is obligated earliest to pay the amount due in respect of an Indemnification Claim (such amount an "Indemnification Amount"), occur of: (i) Asta agrees the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period or, if earlier, 10 days prior to the date that it shall pay Indemnification Amounts on behalf the judgment creditor has the right to execute the judgment; (ii) the entry of itself and Borrower a nonappealable judgment or final appellate decision against the Indemnified Party; (but iii) a settlement of the Third Party Claim; or (iv) with respect to indemnities for any Liability for Taxes, 10 days following the Borrower only under circumstances in which Asta is jointly issuance of an Order by a Tax Authority; provided that, reasonable expenses of counsel to the Indemnified Party, together with other reasonable costs and severally liable with Borrowerexpenses (including any appeal bonds), and will be reimbursed on a current basis (ii) Borrower agrees that it shall pay Indemnification Amounts on behalf of itself. Neither Borrower nor Asta shall pay any Indemnification Amount except as permitted under this Agreement. At any time that any Indemnification Amount is due and owing or Asta has any Outstanding Indemnification Expenses, such Indemnification Amount shall be promptly paid and such Outstanding Indemnification Expenses shall be promptly repaid from the following sources: first, from Indemnification Recoveries, if any; second, from amounts on deposit in the Indemnity Reserve Account; third, from Asta, an amount up subject to but not greater than any Interest Rebate previously paid to Asta; fourth, in accordance with clause ninth of Section 3.2(a) above; and fifth, Profit Disgorgement from each of Asta and the Lender11.7(b)(i)). (b) If the Borrower receives With regard to any Indemnification Recoveries on or following any date upon claim not involving a Third Party Claim for which any Indemnification Amount indemnification is payable hereunder, such indemnification will become immediately due and owing payable, without further notice or demand, upon the earliest to occur of: (i) the expiration of the period for objecting to the claim under Section 11.5(b) unless an objection has been paid, such funds shall be promptly disbursed duly made; (ii) the date the dispute is resolved by mutual written agreement of the Indemnified Party and the Indemnifying Party under Section 11.5(b); (iii) the entry of a judgment in favor of the following order, priority Indemnified Party in an action brought to enforce this Agreement and amounts: first, to pay outstanding Indemnification Amounts until reduced to zero; second, to Asta, to repay the expiration of any Outstanding Indemnification Expenses until reduced to zero; third, to each of Lender and Asta ratably, to repay the aggregate amount of their respective Profit Disgorgementsapplicable appeal period or, if applicableearlier, 10 days prior to the date that the judgment creditor has the right to execute the judgment; fourth, (iv) the entry of a nonappealable judgment or final appellate decision in favor of the Indemnified Party in an action brought to Asta, enforce this Agreement; or (v) a settlement of an action brought by the Indemnified Party to repay the amount of any Interest Rebate repaid pursuant to clause third of Section 4.1(a) above; and fifth, to Lender for deposit into the Collection Account, to be distributed pursuant to Section 3.2(a)enforce this Agreement.

Payment of Indemnification Claims. (a) To In the extent that Asta or event any Claim not arising from the Borrower Claim of a third party is obligated made pursuant to pay Section 9.2 of this Agreement, if the Company and Shareholders fail to object in writing within thirty (30) days of their receipt of Buyer's written notice as to the existence and amount of the Claim, then the existence and amount of such Claim as set forth in the Buyer's notice shall be deemed to be the true and accurate amount of the Claim. Upon the determination of the amount due in respect of an Indemnification the Claim (such amount an "Indemnification Amount"), that is payable by the Company and Shareholders as a result of (i) Asta agrees that it the failure of the Company and Shareholders as a party to object in writing to the written notice as to the amount of the Claim within thirty (30) days of receipt of Buyer's written notice of such Claim, (ii) the conclusion of negotiations between the parties or (iii) a determination pursuant to the terms of the arbitration procedures set forth in Exhibit F attached --------- hereto, such amount shall be immediately due and payable to the Buyer. (b) In the event a Claim for indemnification arises under Section 9.2(b) hereof, the amount of such Claim shall be paid as follows: (i) if the Indemnified Person is required to defend the Claim due to the failure of the Indemnifying Person to defend the Claim or due to the conflict of interest provisions set forth in Section 9.5(a), the Indemnifying Person shall pay Indemnification Amounts on behalf of itself a monthly basis the Indemnified Person's reasonable legal fees and Borrower (but with respect to related expenses incurred in investigating and defending the Borrower only under circumstances in which Asta is jointly and severally liable with Borrower)Claim, and (ii) Borrower agrees that it if the Indemnifying Person assumes the defense of the Claim in accordance with Section 9.5(a) and 9.5(b), no indemnification payment shall pay Indemnification Amounts be due and payable to an Indemnified Person until a final determination or settlement has been made or entered into. Immediately upon the determination of any judgment or the rendering of any settlement with respect to any third party Claim, the Indemnified Person shall be entitled to receive immediately the amount of such judgment or settlement and all expenses, losses and Losses incurred by the Indemnified Person in connection therewith and payable in accordance with this Article IX. (c) Any payment due to an Indemnified Person (or payable on behalf of itself. Neither Borrower nor Asta shall pay an Indemnified Person) pursuant to any Indemnification Amount except as permitted Claim under this Agreement. At Section 9.2 and any time that any Indemnification Amount is due legal fees and owing or Asta has any Outstanding Indemnification Expenses, such Indemnification Amount expenses payable pursuant to Section 9.6(b)(i) in connection therewith shall be promptly paid by Shareholders by check or wire transfer. Without limiting any other rights it may have, Buyer may, at its sole option by notice to the Company and Shareholder, satisfy an amount due to the Buyer pursuant to any Claim under Section 9.2 and any legal fees and expenses payable pursuant to Section 9.6(b)(i) in connection therewith, by withholding such Outstanding Indemnification Expenses amount from any amounts due or to become due to the Buyer pursuant to (i) the Promissory Note of Buyer described in Section 3.1(b) hereof or (ii) the Contingent Payments described in Section 3.2 hereof. Nothing contained in this Section 9.6 shall be promptly repaid from deemed to limit the following sources: first, from Indemnification Recoveries, if any; second, from amounts on deposit in joint and several obligation of the Indemnity Reserve Account; third, from Asta, an amount up Company and Shareholders to but not greater than any Interest Rebate previously paid limit the Company's and Shareholders' rights to Asta; fourth, defend Claims in accordance with clause ninth of Section 3.2(a) 9.5 above; and fifth, Profit Disgorgement from each of Asta and the Lender. (bd) If In the Borrower receives any Indemnification Recoveries on event a Claim is made for indemnity pursuant to Section 9.3 upon the resolution of the amount determined to be payable by Buyer with respect to such Claim as a result of (i) the failure of the Indemnifying Person to object in writing to the amount of the Claim within thirty (30) days of receipt of written notice of such Claim, (ii) the conclusion of negotiations between the parties or following any date upon which any Indemnification Amount is (iii) a determination pursuant to Article IX hereof, then such amount shall be immediately due and owing or has been paid, such funds shall be promptly disbursed in payable to the following order, priority Company and amounts: first, Shareholders. (e) In the event the Indemnifying Person fails to pay outstanding Indemnification Amounts until reduced in full any amount due pursuant to zero; secondthis Section 9.6 within three (3) business days of the date such amount first becomes due and payable, to Asta, to repay any Outstanding Indemnification Expenses until reduced to zero; third, to each of Lender and Asta ratably, to repay the aggregate amount of their respective Profit Disgorgements, if applicable; fourth, to Asta, to repay then the amount of any Interest Rebate repaid pursuant to clause third such Claim which is due and payable shall bear interest following such (3) three day period at the reference rate then in effect for Bank of Section 4.1(a) above; and fifthAmerica, to Lender for deposit into the Collection Account, to be distributed pursuant to Section 3.2(a)NT & SA.

Payment of Indemnification Claims. (a) To Except as otherwise --------------------------------- provided below, in the extent event that Asta any party is required to indemnify pursuant to Sections 8.1 or 8.2, such party shall make payment of such indemnification claim in cash. In the Borrower event that Parent or Surviving Corporation is obligated entitled to indemnification pursuant to Section 8.1(b), Active Shareholders may pay the amount due in respect of an Indemnification Claim (such amount an "Indemnification Amount")in cash or, at the option of Active Shareholders, effect the payment of such indemnification by, and in accordance with, the terms of the Escrow Agreement, (i) Asta agrees that it first, directing the Escrow Agent to return to Parent the Escrowed Notes in escrow, in which case Parent shall pay Indemnification Amounts on behalf of itself and Borrower (but with respect tender to the Borrower only under circumstances Escrow Agent in substitution therefor Notes reduced in principal amount by the amount of Seller's indemnification obligation to the Indemnitee (which Notes shall thereupon become the "Notes"), or (ii) second, if the Notes are insufficient to ----- satisfy the indemnification obligation, by directing the Escrow Agent to return to Parent an integral number of shares of Parent Common Stock equal in value to the indemnification obligation (in which Asta is jointly and severally liable with Borrowercase the value of each such share shall be considered equal to $10), and (iiiii) Borrower agrees that it third, if the Notes and the shares are insufficient to satisfy the indemnification obligation, by directing the Escrow Agent to pay the Parent escrowed cash in amounts equal to the indemnification obligation under Section 8.1(b). Except as otherwise provided in this Agreement, resort to the shares, notes and cash in escrow (other than the Earnout Stock) shall pay Indemnification Amounts on behalf constitute the sole remedy of itself. Neither Borrower nor Asta shall pay any Indemnification Amount except as permitted Parent for indemnification claims under Section 8.1(b) under this Agreement, except with respect to fraud or willful misconduct perpetrated by Seller. At any time that any Indemnification Amount is due and owing or Asta has any Outstanding Indemnification Expenses, such Indemnification Amount shall be promptly paid and such Outstanding Indemnification Expenses shall be promptly repaid from the following sources: first, from Indemnification Recoveries, if any; second, from amounts on deposit in the Indemnity Reserve Account; third, from Asta, an amount up In order to but not greater than any Interest Rebate previously paid to Asta; fourth, in accordance with clause ninth of Section 3.2(a) above; and fifth, Profit Disgorgement from each of Asta and the Lender. (b) If the Borrower receives any Indemnification Recoveries on or following any date upon which any Indemnification Amount is due and owing or has been paid, such funds shall be promptly disbursed in the following order, priority and amounts: first, to pay outstanding Indemnification Amounts until reduced to zero; second, to Asta, to repay any Outstanding Indemnification Expenses until reduced to zero; third, to each of Lender and Asta ratably, to repay the aggregate amount of their respective Profit Disgorgements, if applicable; fourth, to Asta, to repay the amount of any Interest Rebate repaid pursuant to clause third of Section 4.1(a) above; and fifth, to Lender for deposit into the Collection Account, to be distributed receive indemnification pursuant to Section 3.2(a8.1(a), Parent or Surviving Corporation must file a Notice of Claim on or prior to the second anniversary of the Effective Time. The collective indemnification obligations of Active Shareholders pursuant to Section 8.1(a) shall not exceed $1,500,000.

Payment of Indemnification Claims. At any time after any damages become a liquidated amount, Buyer may submit to the Escrow Agent and Seller a notice as more fully provided below (aa “Payment Notice”) To the extent that Asta or the Borrower is obligated to pay setting forth the amount due in respect of the damages and request the payment thereof from the Escrow Account. (i) The Payment Notice will state (i) that an Indemnification Claim to which the Payment Notice relates has been submitted to Seller in accordance with Section 4(b) hereof and (ii) whether Seller has acknowledged and accepted the obligation of the Indemnification Claim and agreed to accept liability for damages resulting from such Indemnification Claim or previously has given notice to Buyer that Seller disputes the particular Indemnification Claim. (ii) If the Payment Notice states that Seller has acknowledged and accepted the obligation of the Indemnification Claim and has agreed to accept liability for damages resulting from such Indemnification Claim, then the Escrow Agent will distribute to Buyer the amount an "set forth in the Payment Notice from the Escrow Account. (iii) If the Payment Notice states that Seller previously has given notice to Buyer and Escrow Agent that Seller disputes the particular Indemnification Amount")Claim, then the Escrow Agent will distribute to Buyer from the Escrow Account the amount specified in the Payment Notice only if (i) Asta agrees that it shall pay Seller has withdrawn in writing to Buyer and Escrow Agent its objection to the Indemnification Amounts on behalf Claim or has waived in writing to Buyer and Escrow Agent any objection to the payment or reimbursement of itself and Borrower the amount set forth in such Payment Notice or (but ii) a Final Order has been entered with respect to the Borrower only under circumstances in which Asta is jointly and severally liable Indemnification Claim or the portion thereof to be paid or reimbursed pursuant to such Payment Notice (with Borrowera copy of such Final Order attached to the applicable Payment Notice). (iv) Notwithstanding any of the foregoing provisions of this Section 4(c), if Seller objects to the payment or reimbursement of all or some portion (which will be so specified) of the amount set forth in any Payment Notice in a written notice that is delivered to the Escrow Agent and Buyer within ten (10) days of the date of the Payment Notice and that states the grounds or basis upon which Seller objects to the payment or reimbursement of the amount (or some portion of the amount) set forth in the particular Payment Notice, then no payment from the Escrow Account will be distributed to Buyer for the amount set forth in the Payment Notice until the Escrow Agent will have received either (i) a Direction Letter or (ii) Borrower agrees that it shall pay Indemnification Amounts on behalf a copy of itselfa Final Order entered with respect thereof. Neither Borrower nor Asta shall pay any Indemnification Amount except as permitted under this Agreement. At any time that any Indemnification Amount is due and owing or Asta has any Outstanding Indemnification ExpensesIf Seller objects to only a portion of such amount, such Indemnification Amount shall be promptly paid and such Outstanding Indemnification Expenses shall be promptly repaid then the Escrow Agent will distribute to Buyer from the following sources: first, from Indemnification Recoveries, if any; second, from amounts on deposit in the Indemnity Reserve Account; third, from Asta, Escrow Account only an amount up equal to but not greater than any Interest Rebate previously paid that portion as to Asta; fourth, in accordance with clause ninth of Section 3.2(a) above; and fifth, Profit Disgorgement which Seller has no objection. Nothing herein will prevent Buyer from each of Asta and the Lender. (b) If the Borrower receives any Indemnification Recoveries on or following any date upon which any Indemnification Amount is due and owing or has been paid, such funds shall be promptly disbursed in the following order, priority and amounts: first, to pay outstanding Indemnification Amounts until reduced to zero; second, to Asta, to repay any Outstanding Indemnification Expenses until reduced to zero; third, to each of Lender and Asta ratably, to repay the aggregate amount of their respective Profit Disgorgements, if applicable; fourth, to Asta, to repay reducing the amount of, deleting certain items and/or amounts from, or withdrawing a Payment Notice, without prejudice to resubmit­ting the same in a subsequent Payment Notice. Buyer will notify the Escrow Agent and Seller in writing of any Interest Rebate repaid pursuant to clause third of Section 4.1(a) above; and fifthsuch reduction, to Lender for deposit into the Collection Account, to be distributed pursuant to Section 3.2(a)deletion or withdrawal.

Payment of Indemnification Claims. To the extent it is finally determined that a Holder is required to provide an indemnification payment pursuant to Section 12.7 or Section 12.8, the sole and exclusive method of satisfaction of such payment shall be, and recourse to recover for such indemnification payment shall be limited to the following: (a) To if such Holder is an Accredited Holder, first the extent that Asta or release of a portion of Escrow Shares then deposited in the Borrower is obligated Escrow Account (up to pay such Accredited Holder’s Accredited Pro Rata Share of the amount due aggregate number of Escrow Shares deposited in the Escrow Account on the Closing Date); provided that, in no event shall the number of Escrow Shares released from the Escrow Account in respect of an Indemnification Claim (indemnification payments so required from such amount an "Indemnification Amount")Accredited Holder exceed such Accredited Holder’s Accredited Pro Rata Share of such Escrow Shares; and then, (ito the extent any amounts remain owing, such amounts shall be payable directly by such Accredited Holder; provided further that, notwithstanding anything in Section 12.3(b)(i)(B) Asta agrees to the contrary, if such Accredited Holder is a Xxxxxx Holder, any amounts that it remain owing in excess of such Accredited Holder’s Accredited Pro Rata Share of such Escrow Shares shall pay Indemnification Amounts additionally be payable from Xxxxxx’x Accredited Pro Rata Share of the Escrow Shares, and, to the extent no Escrow Shares are then held for the account of such Accredited Holder or Xxxxxx either because all such shares have been released or because the Escrow Account has been terminated, then any amounts that remain owing by such Accredited Holder shall additionally be payable directly by Xxxxxx on behalf of itself such Accredited Holder, and, in any such case, such Accredited Holder shall thereafter reimburse and Borrower indemnify Xxxxxx for any such amounts as are paid by Xxxxxx on such Accredited Holder’s behalf and for any Losses incurred by Xxxxxx in connection therewith; and (but with b) If such Holder is a Non-Accredited Holder, first the release of Escrow Cash then deposited in the Escrow Account (up to such Non-Accredited Holder’s Non-Accredited Pro Rata Share of the Escrow Cash deposited in the Escrow Account on the Closing Date); provided that, in no event shall the amount of Escrow Cash released from the Escrow Account in respect of indemnification payments so required from such Non-Accredited Holder exceed such Non-Accredited Holder’s Non-Accredited Pro Rata Share of such Escrow Cash; and then, to the Borrower only under circumstances extent any amounts remain owing, such amounts shall be payable directly by such Non-Accredited Holder; provided further that, notwithstanding anything in which Asta Section 12.3(b)(i)(B) to the contrary, if such Non-Accredited Holder is a Xxxxxx Holder, any amounts that remain owing in excess of such Non-Accredited Holder’s Non-Accredited Pro Rata Share of such Escrow Cash, or, if no Escrow Cash is then held for the account of such Non-Accredited Holder either because all such cash has been released or because the Escrow Account has been terminated, then any amounts that remain owing by such Non-Accredited Holder shall additionally be payable directly by Xxxxxx on behalf of such Non-Accredited Holder, and, in any such case, such Non-Accredited Holder shall thereafter reimburse and indemnify Xxxxxx for any such amounts as are paid by Xxxxxx on such Non-Accredited Holder’s behalf and for any Losses incurred by Xxxxxx in connection therewith. (c) For the avoidance of doubt, Xxxxxx shall be jointly and severally liable with Borrower), and (ii) Borrower agrees that it shall pay Indemnification Amounts any Xxxxxx Holder for all purposes of this Article XII as to indemnification claims involving payments or potential payments by Xxxxxx on behalf of itself. Neither Borrower nor Asta shall pay a Xxxxxx Holder pursuant to this Section 12.6, and a Buyer Indemnified Party may proceed directly against Xxxxxx in respect of any Indemnification Amount such claim without the necessity of first proceeding against such Xxxxxx Holder (except as permitted under this Agreement. At any time that any Indemnification Amount is due and owing to the extent such Xxxxxx Holder has Escrow Shares or Asta has any Outstanding Indemnification Expenses, such Indemnification Amount shall be promptly paid and such Outstanding Indemnification Expenses shall be promptly repaid from the following sources: first, from Indemnification Recoveries, if any; second, from amounts on deposit Escrow Cash in the Indemnity Reserve Escrow Account; third, from Asta, an amount up to but not greater than any Interest Rebate previously paid to Asta; fourth, in accordance with clause ninth which case such Buyer Indemnified Party’s indemnity claim shall first be satisfied out of such Escrow Shares or Escrow Cash, as contemplated by clauses (a) and (b) of this Section 3.2(a) above; and fifth, Profit Disgorgement from each of Asta and the Lender12.6). (d) If amounts are owed to a Buyer Indemnified Party from the Seller Indemnified Parties and such amounts are to be paid from Escrow Shares or Escrow Cash, the Agent shall promptly execute a Joint Instruction Letter in respect of such amounts and cooperate with such Buyer Indemnified Party in delivering such Joint Instruction Letter to the Escrow Agent. If amounts remain owing to a Buyer Indemnified Party from a Holder or Xxxxxx pursuant to clauses (a) or (b) If of this Section 12.6, the Borrower receives any Indemnification Recoveries on or following any date upon which any Indemnification Amount is due Agent shall, within five Business Days of written request by such Buyer Indemnified Party, prepare and owing or has been paid, such funds shall be promptly disbursed in the following order, priority and amounts: first, to pay outstanding Indemnification Amounts until reduced to zero; second, to Asta, to repay any Outstanding Indemnification Expenses until reduced to zero; third, transmit to each of Lender and Asta ratably, to repay the aggregate amount of their respective Profit DisgorgementsHolder from whom amounts are due and, if applicable; fourth, Xxxxxx, a written notice demanding payment of such amounts, which amounts shall be payable by such Holder and, if applicable, Xxxxxx, within 10 Business Days of the giving of such notice, in immediately available funds, to Asta, to repay an account specified by the amount of any Interest Rebate repaid pursuant to clause third of Section 4.1(a) above; and fifth, to Lender for deposit into the Collection Account, to be distributed pursuant to Section 3.2(a)Buyer Indemnified Party in such notice.

Payment of Indemnification Claims. With respect to a Claim, including a Third Party Claim, after the earliest to occur of: (a) To a final decision, judgment or award has been rendered with respect thereto (including a declaratory or similar judgment that the extent that Asta Indemnitee is entitled to indemnification) and the time in which to appeal therefrom has expired, (b) a settlement has been consummated with respect thereto, or (c) the Borrower is applicable Indemnitor and Indemnitee have executed an agreement with respect thereto pursuant to which the Indemnitor accepts liability with respect therefor, the Indemnitee shall forward to the Indemnitor a written notice of any sums due and owing by the Sellers or by Purchaser, as applicable, pursuant to this Agreement with respect to such Claim and the applicable Indemnitors shall be obligated to pay such sums due and owing to the amount due in Indemnitee within five (5) days after receipt of such notice If any of the Purchaser Indemnified Persons are entitled to receive an indemnification payment with respect to a Claim prior to the date upon which Purchaser’s rights regarding the Indemnity Escrow Amount have been exhausted or cease to be available, then Purchaser and the Seller Representative shall, within five (5) days after receipt of an Indemnification Claim (such amount an "Indemnification Amount")the Indemnitee’s notice, (i) Asta agrees that it shall direct the Escrow Agent to promptly release and pay Indemnification Amounts to Purchaser, on behalf of itself and Borrower (but with respect to the Borrower only under circumstances in which Asta is jointly and severally liable with Borrowersuch Purchaser Indemnified Person(s), and (ii) Borrower agrees that it shall pay Indemnification Amounts on behalf all of itself. Neither Borrower nor Asta shall pay any Indemnification Amount except as permitted under this Agreement. At any time that any Indemnification Amount is such sums so due and owing or Asta has any Outstanding Indemnification Expenses, such Indemnification Amount shall be promptly paid and such Outstanding Indemnification Expenses shall be promptly repaid from the following sources: first, from Indemnification Recoveries, if any; second, from amounts on deposit in the Indemnity Reserve Account; third, from Asta, an amount up to but not greater than any Interest Rebate previously paid to Asta; fourth, in accordance with clause ninth of Section 3.2(a) above; and fifth, Profit Disgorgement from each of Asta and the Lenderowing. (b) If the Borrower receives any Indemnification Recoveries on or following any date upon which any Indemnification Amount is due and owing or has been paid, such funds shall be promptly disbursed in the following order, priority and amounts: first, to pay outstanding Indemnification Amounts until reduced to zero; second, to Asta, to repay any Outstanding Indemnification Expenses until reduced to zero; third, to each of Lender and Asta ratably, to repay the aggregate amount of their respective Profit Disgorgements, if applicable; fourth, to Asta, to repay the amount of any Interest Rebate repaid pursuant to clause third of Section 4.1(a) above; and fifth, to Lender for deposit into the Collection Account, to be distributed pursuant to Section 3.2(a).

Payment of Indemnification Claims. (a) To the extent that Asta or the Borrower is obligated As a partial source of recovery to pay the amount due in respect of an Indemnification Claim (such amount an "Indemnification Amount"), satisfy (i) Asta agrees that it shall pay Indemnification Amounts on behalf of itself and Borrower (but with respect Claims for a deficiency in Net Working Capital pursuant to the Borrower only under circumstances in which Asta is jointly and severally liable with Borrower)Section 2.8, and (ii) Borrower agrees that it shall pay Indemnification Amounts on behalf of itself. Neither Borrower nor Asta shall pay any Indemnification Amount except as permitted Claims made against the Company Shareholders under this Agreement. At any time that any Indemnification Amount is due and owing or Asta has any Outstanding Indemnification ExpensesSection 9, such Indemnification at the Closing, the Escrow Amount shall be promptly paid and such Outstanding Indemnification Expenses deposited via bank wire transfer with the Escrow Agent pursuant to the terms of an escrow agreement in the form attached as Exhibit 9.6(a) (the “Escrow Agreement”). Any liability of the Company Shareholders for indemnification under this Section 9 shall be promptly repaid from the following sources: satisfied, first, from Indemnification Recoveriesthe Escrow Amount held in escrow pursuant to the Escrow Agreement and, if any; second, from amounts on deposit in to the Indemnity Reserve Account; thirdextent the Escrow Amount is insufficient to satisfy any such liability (including as a result of termination of the Escrow Agreement), from Asta, an amount up to but not greater than any Interest Rebate previously paid to Asta; fourth, in accordance with clause ninth other assets of Section 3.2(a) above; and fifth, Profit Disgorgement from each of Asta and the LenderCompany Shareholders. (b) If In the Borrower receives event the Shareholder Representatives do not provide notice to Parent within 30 business days after receipt of notice of an Indemnification Claim under Section 9.5 of their election to dispute such Indemnification Claim (a “Disputed Claim”), any such Indemnification Recoveries on or following any date upon which any Indemnification Amount is due and owing or has been paid, such funds Claim shall be promptly disbursed deemed accepted by the Indemnifying Parties and the amount thereof may, at any time thereafter, at the election of Parent, be recovered from the Escrow Fund established pursuant to the Escrow Agreement. All Disputed Claims shall be resolved by the parties in accordance with either (i) a mutual agreement between Parent and the Shareholder Representatives, which shall be memorialized in writing or (ii) binding arbitration pursuant to the provisions of Section 10.5 and this Section 9.6. (c) The party seeking indemnification hereunder shall, if required by the arbitrator, advance any deposits and advances required by the arbitrator, subject to recovery as an addition or offset to any award. The arbitrator will determine in the following orderFinal Award the party who is the prevailing party (the “Prevailing Party”) and the party who is not the Prevailing Party (the “Non-Prevailing Party”). The Non-Prevailing Party will pay all reasonable costs, priority fees and amounts: firstexpenses related to the arbitration, including reasonable fees and expenses of attorneys, accountants and other professionals incurred by the Prevailing Party, the fees of each arbitrator and the administrative fee of the arbitration proceedings. If such an award would result in manifest injustice, however, the arbitrator may apportion such costs, fees and expenses between the parties in such a manner as the arbitrator deems just and equitable. (d) Except as may be otherwise expressly provided herein, for any Disputed Claim submitted to pay outstanding Indemnification Amounts until reduced arbitration, the burden of proof will be as it would be if the claim were litigated in a judicial proceeding governed exclusively by the internal laws of the State of Washington applicable to zero; secondcontracts executed and entered into within the State of Washington, without regard to Astathe principles of choice of law or conflicts of law of any jurisdiction. (e) Upon the conclusion of any arbitration proceedings hereunder, the arbitrator will render findings of fact and conclusions of law and a final written arbitration award setting forth the basis and reasons for any decision reached (the “Final Award”) and will deliver such documents to repay any Outstanding Indemnification Expenses until reduced the Shareholder Representatives and Parent, together with a signed copy of the Final Award. The Final Award will constitute a conclusive determination of all issues in question, binding upon the Shareholder Representatives, the Company Shareholders and Parent, and will include an affirmative statement to zero; thirdsuch effect. To the extent that the Final Award determines that Parent or the Company Shareholders, as the case may be, have actually incurred Losses in connection with the Disputed Claim through the date of the Final Award (“Incurred Damages”), the Final Award will set forth and award to each of Lender and Asta ratablyParent or the Company Shareholders, to repay as the aggregate amount of their respective Profit Disgorgementscase may be, if applicable; fourth, to Asta, to repay the amount of any Interest Rebate repaid such Incurred Damages. (f) The Shareholder Representatives, Parent and the arbitrator will conclude each arbitration pursuant to clause third this Section 9.6 as promptly as possible for the Disputed Claim being arbitrated. (g) The arbitrator chosen in accordance with these provisions will not have the power to alter, amend or otherwise affect the terms of Section 4.1(athese arbitration provisions or any other provision of this Agreement. (h) above; If an Indemnification Claim (including a Disputed Claim) is settled by a written settlement agreement executed by the Shareholder Representatives and fifthParent (a “Settled Claim”), then the parties will resolve such Settled Claim as provided in such settlement agreement. (i) On the 24-month anniversary of the Effective Time (the “Release Date”), the Escrow Agent (in accordance with the Escrow Agreement) will deliver to Lender the Company Shareholders and the Incentive Plan Participants (a) all of the Escrow Amount (if any) in excess of any Escrow Amount that is necessary to satisfy all unsatisfied or disputed Indemnification Claims for deposit into Losses specified in any notice delivered to the Collection Account, to be distributed Shareholder Representatives pursuant to Section 3.2(a9.5 before the Release Date, and (b) their respective shares of any interest earned on the Escrow Amount. If any Indemnification Claims are pending but not resolved on the Release Date, then the Escrow Agent will retain possession and custody of that amount of the Escrow Amount that equals the total maximum amount of Losses then being claimed by Parent in all such pending Indemnification Claims, and as soon as any such Indemnification Claim has been resolved, the Escrow Agent shall (in accordance with the Escrow Agreement) deliver to the Company Shareholders and the Incentive Plan Participants that portion of the remaining Escrow Amount held by the Escrow Agent in respect of such Indemnification Claim and not required to satisfy such Indemnification Claim. (j) No Company Shareholder shall have any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which such Company Shareholder may become subject under or in connection with this Agreement. (k) The Company Shareholders and Parent agree that any Indemnification Claims against the Company Shareholders under this Section 9 shall be satisfied first by the Company Shareholders’ forfeiture of the Escrow Amount as provided for above, and that Parent will have no right to exercise any remedies against any other assets of the Company Shareholders prior to exercising such remedies against the Escrow Amount. (l) Following the Effective Time, the indemnification provisions of this Section 9 will be the sole and exclusive remedy of the parties for any Claims made pursuant to this Agreement, except with respect to Claims by Parent against the Escrow Amount pursuant to Section 2.8. (m) Indemnification payments pursuant to this Section 9 (whether from the Escrow Amount or otherwise) shall be treated by the parties as an adjustment to the Merger Consideration (provided that this provision shall have no effect on any Company Shareholder’s Cap set forth in Section 9.4(c)).

Payment of Indemnification Claims. (a) To After a Loss is agreed to or accepted by the extent that Asta Indemnifying Party or finally adjudicated to be payable pursuant to this Article X, the Borrower is obligated to pay the amount due in respect of an Indemnification Claim (such amount an "Indemnification Amount"), (i) Asta agrees that it Indemnifying Party shall pay Indemnification Amounts on behalf of itself and Borrower (but satisfy its obligations with respect to the Borrower only under circumstances in which Asta is jointly and severally liable with Borrower)payment of such Loss within ten (10) Business Days of such agreement or acceptance or final, and non-appealable adjudication as follows: (iia) Borrower agrees that it shall pay Indemnification Amounts on behalf of itself. Neither Borrower nor Asta shall pay any Indemnification Amount except as permitted under this Agreement. At any time that any Indemnification Amount is due and owing or Asta has any Outstanding Indemnification Expenses, such Indemnification Amount Any indemnification payments owed by Seller to a Purchaser Indemnitee pursuant to Section 10.01(a) shall be promptly paid and such Outstanding Indemnification Expenses shall be promptly repaid from the following sources: first, from Indemnification Recoveries, if any; second, from amounts on deposit satisfied by Seller by wire transfer of immediately available funds to an account designated in writing by Purchaser in an amount not to exceed the Indemnity Reserve Account; third, from Asta, an amount up to but not greater than any Interest Rebate previously paid to Asta; fourth, in accordance with clause ninth of Section 3.2(a) above; and fifth, Profit Disgorgement from each of Asta and the LenderCap. (b) If the Borrower receives any Indemnification Recoveries on Any indemnification payments owed by Seller to a Purchaser Indemnitee pursuant to Sections 10.01(b), (c), (d) or following any date upon which any Indemnification Amount is due and owing or has been paid, such funds (e) shall be promptly disbursed in the following orderpaid by Seller to such Purchaser Indemnitee, priority and amounts: first, by wire transfer of immediately available funds to pay outstanding Indemnification Amounts until reduced to zero; second, to Asta, to repay any Outstanding Indemnification Expenses until reduced to zero; third, to each of Lender and Asta ratably, to repay the aggregate amount of their respective Profit Disgorgements, if applicable; fourth, to Asta, to repay the amount of any Interest Rebate repaid pursuant to clause third of Section 4.1(a) above; and fifth, to Lender for deposit into the Collection Accountan account or accounts designated by Purchaser, to be distributed disbursed to the applicable Purchaser Indemnitee. (c) Any indemnification payments owed by Purchaser to a Seller Indemnitee pursuant to Section 3.2(a)10.02 shall be paid by Purchaser to such Seller Indemnitee by wire transfer of immediately available funds to an account or accounts designated by Seller, to be disbursed to the applicable Seller Indemnitee.