Payment of Indemnification Obligation. 29 8.05 Survival of Representations; Claims for Indemnification............................................................. 29 8.06 Limitations......................................................................................................... 29
Payment of Indemnification Obligation. All indemnification by the Buyer or the Seller hereunder shall be effected by payment of cash or delivery of a cashier's or certified check in the amount of the indemnification liability.
Payment of Indemnification Obligation. In the event that the Physician has an indemnification obligation to Vision 21 hereunder, subject to Vision 21's approval as set forth below, the Physician may satisfy such obligation by transferring to Vision 21 such number of shares of Vision 21 Common Stock owned by the Physician having an aggregate fair market value (which is the fair market value at such time based on the last reported sale price of Vision 21 Common Stock on a principal national securities exchange or other exchange on which the Vision 21 Common Stock is then listed or the last quoted ask price on any over-the-counter market through which the Vision 21 Common Stock is then quoted on the last trading day immediately preceding the day on which the Physician transfers shares of Vision 21 Common Stock to Vision 21 hereunder) equal to the indemnification obligation, provided that each of the following conditions are satisfied:
a. The Physician shall transfer to Vision 21 good, valid and marketable title to the shares of Vision 21 Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' agreements and encumbrances;
b. The Physician shall make such representation and warranties as to title to the stock, absences of security interests, liens, claims, proxies, stockholders' agreements and other encumbrances and other matters as reasonably requested by Vision 21; and
c. The other terms and conditions of any transaction contemplated pursuant to this Section and the effects thereof, including any legal or tax consequences, shall be reasonably satisfactory to Vision 21.
Payment of Indemnification Obligation. In the event that the Stockholder has an indemnification obligation to Acquiror hereunder, subject to Acquiror's approval as set forth below, the Stockholder may satisfy such obligation by transferring to Acquiror such number of shares of Acquiror Common Stock owned by the Stockholder having an aggregate fair market value (based on the last reported sale price of Acquiror Common Stock on the Nasdaq National Market or other exchange on which the Acquiror Common Stock is then listed or the last quoted ask price on any over-the-counter market through which the Acquiror Common Stock is then quoted on the last trading day immediately preceding the day on which the Stockholder transfers shares of Acquiror Common Stock to Acquiror hereunder) equal to the indemnification obligation; provided that each of the following conditions are satisfied:
13.7.1 The Stockholder shall transfer to Acquiror good, valid and marketable title to the shares of Acquiror Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' agreements and encumbrances;
13.7.2 The Stockholder shall make such representations and warranties as to title to the stock, absences of security interests, liens, claims, proxies, options, stockholders' agreements and other encumbrances and other matters as reasonably requested by Acquiror; and
13.7.3 The other terms and conditions of any transaction contemplated pursuant to this Section and the effects thereof, including any legal or tax consequences, shall be reasonably satisfactory to Acquiror.
Payment of Indemnification Obligation. All indemnification by the Indemnifying Party hereunder shall be effected by payment of cash or delivery of a cashier's or certified check in the amount of the indemnification liability.
Payment of Indemnification Obligation. The Buyer hereby agrees that no claim for indemnification by the Buyer under this Section 9 or under any other provision of this Agreement shall be set off against the Buyer's obligation to make payments under the Promissory Note. All indemnification by the Buyer or the Seller hereunder shall be effected by payment of cash or delivery of a cashier's or certified check in the amount of the indemnification liability.
Payment of Indemnification Obligation. Seller or Xxxxxxxx shall pay promptly to any Buyer Indemnified Party, and the Buyer Parties shall pay promptly to any Seller Indemnified Party, the amount of all damages, losses, deficiencies, liabilities, costs, expenses, claims, and other obligations to which the foregoing indemnities relate.
Payment of Indemnification Obligation. All indemnification ------------------------------------- payments by an Indemnifying Party hereunder shall be made within thirty (30) days after (a) such claim is accepted by the Indemnifying Party or (b) final judgment is rendered thereon by an arbitration tribunal or court of competent jurisdiction. The amount of any indemnification payment shall be net of all insurance proceeds received by the Indemnified Party with respect to the claim for which indemnification is being made. All indemnification payments shall be effected by payment of cash or delivery of a cashier's or certified check in the amount of the indemnification liability; provided, that if RM is the -------- Indemnifying Party, it may elect to pay up to 19.314% of the amount of any indemnification payment by delivering to the Indemnified Party a portion of the Buyer Shares then held by RM. Any such shares shall be valued at the higher of $5.00 per share or the average closing price of shares of the Buyer's Common Stock on the principal market where such shares are traded during the fifteen (15) trading days immediately preceding the date on which such shares are delivered by RM to the Indemnified Party. Payment shall be made to the Indemnified Party making such claim, provided that, if the Buyer is the -------- Indemnified Party, it may elect to have payment made to the Company. The parties shall treat all indemnification payments as either a reimbursement to the party making the original payment or as a reduction in the Purchase Price paid by the Buyer, as appropriate to achieve the most beneficial tax and accounting treatment for both parties. In the event that treating the payment as either reimbursement or a reduction of the Purchase Price will have a positive tax and accounting effect for one of the parties and no negative tax or accounting effect for the other party, the payment shall be so treated. If one party will benefit from one form of treatment at the expense of the other, the parties shall treat the payment for tax and accounting purposes to minimize taxes and, subsidiarily, in a manner which favors the Indemnified Party.
Payment of Indemnification Obligation. All indemnification by TBA or Vail hereunder shall be effected by payment by wire transfer or delivery of a cashier's or certified check in the amount of the indemnification liability.
Payment of Indemnification Obligation. 28 9.5 Limitations..................................................................28
