Common use of Payment of Indemnification Obligations Clause in Contracts

Payment of Indemnification Obligations. In the event that any Seller or the Buyer is required to make any payment under this Section 10, such party shall promptly pay the Buyer Indemnified Party or the Seller Indemnified Party, as the case may be, the amount of such indemnity obligation. If there should be a dispute as to such amount, such Seller or the Buyer, as the case may be, shall nevertheless pay when due such portion, if any, of the obligation as shall not be subject to dispute. The difference, if any, between the amount of the obligation ultimately determined as properly payable under this Section 10 and the portion, if any, theretofore paid shall bear interest for the period from the date the amount was demanded by the Buyer Indemnified Party or the Seller Indemnified Party, as the case may be, until payment in full, payable on demand, at the rate of 6% per annum. So long as any principal is unpaid and outstanding (and not previously set off pursuant to this Section 10.6) under the Seller Notes, the Buyer (or the Company as successor by merger to the Buyer) and K-Tron, as the case may be, shall first set off any amount owing, or which the Buyer believes in good faith is or may be owing, by a Seller to the Buyer or another Buyer Indemnified Party under this Agreement against the payment obligations of the Buyer hereunder or the payment obligations of K-Tron under the Seller Note to such Seller. If one or more Sellers are required to make any payment to Buyer or a Buyer Indemnified Party under this Section 10, then Buyer shall (i) set off only the Seller Notes of the Sellers obligated to make such payments and (ii) any payment to, or set off by, the Buyer shall be deemed to satisfy any obligations of Sellers to all Buyer Indemnified Parties in respect of the claim for which payment or set off has been made and to the extent of such payment or set off.

Payment of Indemnification Obligations. In the event that any either Seller or the Buyer is required to make any payment under this Section 108, such party shall promptly pay the Buyer Indemnified Party or the Seller Indemnified Party, as the case may be, the amount of such indemnity obligation. If there should be a dispute as to such amount, such Seller or the Buyer, as the case may be, shall nevertheless pay when due such portion, if any, of the obligation as shall not be subject to dispute. The difference, if any, between the amount of the obligation ultimately determined as properly payable under this Section 10 8 and the portion, if any, theretofore paid shall bear interest for the period from the date the amount was demanded by the Buyer Indemnified Party or the Seller Indemnified PartySellers, as the case may be, until payment in full, payable on demand, at the fluctuating rate per annum which at all times shall be two percentage points in excess of 6% per annumthe "prime rate" from time to time of Citizens Bank of Pennsylvania or its successor. So long as any principal is unpaid and outstanding (and not previously set off pursuant to this Section 10.6) amounts are held by the Escrow Agent under the Seller NotesEscrow Agreement and are not subject to a previously asserted indemnification claim (the "Available Escrow"), the Buyer (on behalf of itself or the Company as successor by merger to the Buyer) and K-Tron, as the case may be, shall first set off any amount owing, or which the Buyer believes in good faith is or may be owing, by a Seller to the Buyer or another other Buyer Indemnified Party under this Agreement against asserting an indemnity claim) shall first look to the Available Escrow for payment obligations of any indemnity claim and shall seek payment from the Sellers for amounts, if any, in excess of the Buyer hereunder or the payment obligations of K-Tron under the Seller Note to such Seller. If one or more Sellers are required to make any payment to Buyer or a Buyer Indemnified Party under this Section 10, then Buyer shall (i) set off only the Seller Notes of the Sellers obligated to make such payments and (ii) any payment to, or set off by, the Buyer shall be deemed to satisfy any obligations of Sellers to all Buyer Indemnified Parties in respect of the claim for which payment or set off has been made and to the extent of such payment or set offAvailable Escrow.

Payment of Indemnification Obligations. In the event that any Seller or the Buyer is required to make any payment under this Section 109, such party shall promptly pay the Buyer Indemnified Party or the Seller Indemnified Party, as the case may be, the amount of such indemnity obligation. If there should be a dispute as to such amount, such Seller or the Buyer, as the case may be, shall nevertheless pay when due such portion, if any, of the obligation as shall not be subject to dispute. The difference, if any, between the amount of the obligation ultimately determined as properly payable under this Section 10 9 and the portion, if any, theretofore paid shall bear interest for the period from the date the amount was demanded by the Buyer Indemnified Party or the Seller Indemnified Party, as the case may be, until payment in full, payable on demand, at the fluctuating rate per annum which at all times shall be two percentage points in excess of 6% per annumthe rate which is publicly announced from time to time by JX Xxxxxx Cxxxx Bank, N.A. or its successor as its “prime rate”. So long as any principal is unpaid and outstanding (and not previously set off pursuant The Buyer shall have the right to this Section 10.6) under the Seller Notes, the Buyer (or the Company as successor by merger to the Buyer) and K-Tron, as the case may be, shall first set off any amount owing, or which and shall also have the right to defer payment of any amount that the Buyer believes in good faith is or may be owing, by a Seller to the Buyer or another Buyer Indemnified Party under this Agreement against the payment obligations of the Buyer hereunder or with respect to the Revenue Milestone Payment and the Deferred Payment set forth in Section 1.3 hereof; provided, however, if Buyer defers a payment obligations of K-Tron under the Seller Note to and it is later determined that Buyer should not have deferred such Seller. If one or more Sellers are required to make any payment to Buyer or a Buyer Indemnified Party under this Section 10amount, then Buyer shall (i) set off only pay to Sellers interest on each such deferred payment from the Seller Notes date of the Sellers obligated to make such payments and (ii) any payment to, or set off by, the Buyer shall be deemed to satisfy any obligations of Sellers to all Buyer Indemnified Parties in respect of the claim for which payment or set off has been made and deferral to the extent date of such payment or at the rate set offforth above in this Section 9.7.

Payment of Indemnification Obligations. In Except with respect to claims based on fraud, the event that release of Indemnity Escrow Amounts from the Indemnity Escrow Fund shall be the sole and exclusive post-Closing remedy for Losses available to the Indemnified Parties for any Seller breach of any representation, warranty, covenant or agreement contained in this Agreement or any other Transaction Document, and any and all other matters arising out of, relating to or connected with this Agreement (or any other Transaction Document), the Company (including its assets and liabilities) and the Company Securities, in each case in accordance with this Article VIII. Without limiting the generality of the foregoing, no Indemnifying Party shall have any liability to an Indemnified Party in connection with this Agreement or any other Transaction Documents or the Buyer is required transactions contemplated hereby or thereby, other than such Indemnifying Party’s pro rata share of the Indemnity Escrow Fund, subject to make and in accordance with the terms of this Agreement. In furtherance of the foregoing, Merger Sub and Parent, on behalf of themselves and the other Indemnified Parties (including, following the Closing, the Surviving Corporation), hereby waive, from and after the Closing, any payment under this Section 10and all rights, claims and causes of action (other than claims of, or causes of action arising from, fraud) which such party shall promptly pay the Buyer Indemnified Party may have against the Company or any Indemnifying Party arising under or based upon any Law or otherwise (except pursuant to the Seller Indemnified Party, as the case may be, the amount of such indemnity obligationindemnification provisions set forth in this Article VIII). If there should be a dispute as to such amountthe amount of Losses, such Seller or the Buyer, as the case may be, shall nevertheless pay when due such portion, if any, of the obligation as shall not be subject to dispute, shall be paid to the Indemnified Party from the Indemnity Escrow Funds. The differenceAt and after such time as the Indemnity Escrow Fund is exhausted or released, if any, between the amount of the obligation ultimately determined as properly payable Indemnified Party shall not be entitled to seek indemnity under this Section 10 Article VIII, and the portion, if any, theretofore paid shall bear interest for the period from the date the amount was demanded by the Buyer Indemnified Party or the Seller Indemnified Party, as the case may be, until payment in full, payable on demand, at the rate shall have no further recourse against any Person for such unpaid Losses of 6% per annum. So long as any principal is unpaid and outstanding (and not previously set off pursuant to this Section 10.6) under the Seller Notes, the Buyer (or the Company as successor by merger to the Buyer) and K-Tron, as the case may be, shall first set off any amount owing, or which the Buyer believes in good faith is or may be owing, by a Seller to the Buyer or another Buyer Indemnified Party under this Agreement against the payment obligations of the Buyer hereunder or the payment obligations of K-Tron under the Seller Note except with respect to such Seller. If one or more Sellers are required to make any payment to Buyer or a Buyer Indemnified Party under this Section 10, then Buyer shall (i) set off only the Seller Notes of the Sellers obligated to make such payments and (ii) any payment to, or set off by, the Buyer shall be deemed to satisfy any obligations of Sellers to all Buyer Indemnified Parties in respect of the claim for which payment or set off has been made and to the extent of such payment or set offclaims based on fraud.

Payment of Indemnification Obligations. In the event that any Seller either of the Selling Parties or the Buyer Purchaser is required to make any payment under this Section 10SECTION 9.4 or pursuant to a final determination under SECTION 10.14, such party shall promptly pay the Buyer Purchaser Indemnified Party or the Seller Indemnified Party, as the case may be, the amount of such indemnity obligation; PROVIDED, HOWEVER, that in the event that either of the Selling Parties shall be obligated to pay to Purchaser any amount pursuant to SECTION 9.4 or pursuant to a final determination under SECTION 10.14, Purchaser may set off the amount of such indemnity obligation against amounts owed pursuant to SECTION 3.1(c) or may submit to the Escrow Agent a request to withhold delivery of the amount of Escrowed Shares the fair market value of which is equal to the amount of such indemnity obligation. If there should be a dispute as to such amount, such Seller Selling Party or the BuyerPurchaser, as the case may be, shall nevertheless pay when due (or Purchaser may set off) such portion, if any, of the obligation as shall not be subject to dispute. The difference, if any, between the amount of the obligation ultimately determined as properly payable under this Section 10 SECTION 9.6 and the portion, if any, theretofore paid shall bear interest for the period from the date the amount was demanded by the Buyer Purchaser Indemnified Party or the Seller Indemnified Party, as the case may be, until payment in full, payable on demand, at the fluctuating rate of 6% per annum. So long as any principal is unpaid and outstanding (and not previously set off pursuant to this Section 10.6) under the Seller Notes, the Buyer (or the Company as successor by merger to the Buyer) and K-Tron, as the case may be, shall first set off any amount owing, or annum which the Buyer believes in good faith is or may be owing, by a Seller to the Buyer or another Buyer Indemnified Party under this Agreement against the payment obligations of the Buyer hereunder or the payment obligations of K-Tron under the Seller Note to such Seller. If one or more Sellers are required to make any payment to Buyer or a Buyer Indemnified Party under this Section 10, then Buyer shall (i) set off only the Seller Notes of the Sellers obligated to make such payments and (ii) any payment to, or set off by, the Buyer at all times shall be deemed the rate which is publicly announced from time to satisfy any obligations time by NationsBank of Sellers to all Buyer Indemnified Parties in respect of the claim for which payment Texas, N.A. or set off has been made and to the extent of such payment or set offits successor as its "prime rate".