Common use of Satisfaction of Claims Clause in Contracts

Satisfaction of Claims. If any Person entitled to indemnification under this Article X (an "Indemnified Party") desires to assert any claim for indemnification or to be held harmless under this Article X (a "Claim"), the Indemnified Party shall deliver to the Person that is obligated to provide such indemnification (the "Indemnifying Party") notice of its demand for satisfaction of such Claim (a "Request"), specifying in reasonable detail the amount of such Claim and, to the extent practicable under the circumstances, the basis for asserting such Claim. Within 30 days after the Indemnifying Party has been given a Request, the Indemnifying Party shall either (i) satisfy the Claim requested to be satisfied in such Request by delivering to the Indemnified Party payment by wire transfer or a certified or bank cashier's check payable to the Indemnified Party in immediately available Federal Reserve Funds in an amount equal to the amount of such Claim, or (ii) notify the Indemnified Party that the Indemnifying Party contests such Claim by delivering to the Indemnified Party an objection to such Claim, specifying in reasonable detail, to the extent practicable under the circumstances, the basis for contesting such Claim. If the Indemnifying Party fails to satisfy a Claim (or portion of a Claim) within 30 days after the Indemnifying Party has been given a Request with respect to such Claim, and whether or not the Indemnifying Party has contested such Claim, the Indemnifying Party shall pay the Indemnified Party asserting such Claim interest on the unpaid amount of such Claim (or unpaid portion of a Claim) at the Prime Rate, computed from the date such Request was given to the Indemnifying Party to the date such Claim (or portion of a Claim) is satisfied; provided, however, that the Indemnifying Party shall not be required to pay the Indemnified Party interest on that part of any unpaid Claim (or portion of a Claim) which the Indemnifying Party successfully contests.

Satisfaction of Claims. If any Person entitled to indemnification ---------------------- under this Article X IX (an "Indemnified Party") desires to assert any claim for ---------- indemnification or to be held harmless under this Article X IX (a "Claim"), the ---------- Indemnified Party shall deliver to the Person that is obligated to provide such indemnification (the "Indemnifying Party") notice of its demand for satisfaction of such Claim (a "Request"), specifying in reasonable detail the amount of such Claim and, to the extent practicable under the circumstances, the basis for asserting such Claim. Within 30 days after the Indemnifying Party has been given a Request, the Indemnifying Party shall either (i) satisfy the Claim requested to be satisfied in such Request by delivering to the Indemnified Party payment by wire transfer or a certified or bank cashier's check payable to the Indemnified Party in immediately available Federal Reserve Funds in an amount equal to the amount of such Claim, or (ii) notify the Indemnified Party that the Indemnifying Party contests such Claim by (A) delivering to the Indemnified Party an objection to such Claim, specifying in reasonable detail, to the extent practicable under the circumstances, the basis for contesting such Claim, and (B) demanding arbitration of the Claim in accordance with Section 10.11. If the ------------- Indemnifying Party fails to satisfy a Claim (or portion of a Claim) within 30 days after the Indemnifying Party has been given a Request with respect to such Claim, and whether or not the Indemnifying Party has contested such Claim, the Indemnifying Party shall pay the Indemnified Party asserting such Claim interest on the unpaid amount of such Claim (or unpaid portion of a Claim) at the Prime Rate, computed from the date such Request was given to the Indemnifying Party to the date such Claim (or portion of a Claim) is satisfied; provided, however, ------------------ that the Indemnifying Party shall not be required to pay the Indemnified Party ---- interest on that part of any unpaid Claim (or portion of a Claim) which the Indemnifying Party successfully contests.

Satisfaction of Claims. If (a) After any Person entitled final decision, judgment or award shall have been rendered by a Governmental Entity of competent jurisdiction and the expiration of the time in which to indemnification appeal therefrom, or a settlement shall have been consummated, or the Indemnified Party and the Indemnifying Party shall have reached an agreement, in each case with respect to any Claim under this Article X (an "Indemnified Party") desires XI or Section 8.03, subject to assert any claim for indemnification or to be held harmless under this Article X (a "Claim"Section 11.07(b), the Indemnified Party shall deliver forward to the Person that is obligated to provide such indemnification (the "Indemnifying Party") notice of its demand for satisfaction of such Claim (a "Request"), specifying in reasonable detail the amount of such Claim and, to the extent practicable under the circumstances, the basis for asserting such Claim. Within 30 days after the Indemnifying Party has been given a Request, notice of any sums due and owing by the Indemnifying Party shall either (i) satisfy the Claim requested pursuant to be satisfied in such Request by delivering to the Indemnified Party payment by wire transfer or a certified or bank cashier's check payable to the Indemnified Party in immediately available Federal Reserve Funds in an amount equal to the amount of such Claim, or (ii) notify the Indemnified Party that the Indemnifying Party contests such Claim by delivering to the Indemnified Party an objection to such Claim, specifying in reasonable detail, to the extent practicable under the circumstances, the basis for contesting such Claim. If the Indemnifying Party fails to satisfy a Claim (or portion of a Claim) within 30 days after the Indemnifying Party has been given a Request this Agreement with respect to such Claim, Claim and whether or not the Indemnifying Party has contested such Claim, the Indemnifying Party shall pay all of such remaining sums so due and owing to the Indemnified Party asserting by wire transfer of immediately available funds within five (5) business days after the date of such notice; provided that, in the case of a Claim pursuant to Section 11.02 or Section 8.03 for which any amounts due and owing with respect to such Claim interest on shall be paid from funds in the unpaid Indemnity Escrow Account pursuant to Section 11.07(b), Buyer and Sellers’ Representative shall promptly instruct the Escrow Agent to deliver to Buyer the amount of that Buyer is entitled to receive with respect to such outstanding Claim. (b) Any Claim by a Buyer Indemnitee subject to indemnification pursuant to Section 11.02 shall be paid as follows and in the following order: (or unpaid portion of a Claimi) at the Prime Ratefirst, computed from the date such Request was given Indemnity Escrow Account, to the Indemnifying Party extent of the funds then remaining in the Indemnity Escrow Account, and (ii) second, with respect to any Claim pursuant to Section 11.02(a) or Section 11.02(b), directly by the Selling Parties; provided that in the case of the foregoing subsection (ii), for the avoidance of doubt, once the funds in the Indemnity Escrow Account are exhausted the Buyer Indemnitees shall have no further recourse against the Selling Parties or Sellers’ Guarantor (i.e., the Indemnity Escrow Account shall be the exclusive source of recovery) with respect to Claims for indemnification pursuant to Sections 11.02(a)(i), Section 11.02(a)(iv) or 11.02(b)(i), except with respect to the date such Claim (or portion of a Claim) is satisfied; provided, however, that the Indemnifying Party shall not be required to pay the Indemnified Party interest on that part breach of any unpaid Claim Seller Fundamental Representation, Company Fundamental Representation or the representations and warranties set forth in Section 4.17 (or portion Tax Matters). For the avoidance of a Claimdoubt, any Buyer Indemnitee shall be entitled to recourse directly against the Selling Parties for (i) which the Indemnifying Party successfully contestsbreaches of any representations and warranties in Section 4.17, and (ii) for any indemnification pursuant to Section 8.03(i).

Satisfaction of Claims. If (A) A Section 13 Indemnifying Party shall be obligated to satisfy any Person entitled portion of any Claimed Amount that such Section 13 Indemnifying Party has agreed in a Response Notice that it owes to indemnification under this Article X a Section 13 Indemnified Party or that such Section 13 Indemnifying Party is deemed to have agreed it owes to such Section 13 Indemnifying Party pursuant to the provisions of Section 13.4(c) hereof, said satisfaction to be made and effected in accordance with the provisions set forth in Section 13.5(b) hereof no later than the thirtieth (an "30th) day after such Response Notice is delivered by such Section 13 Indemnifying Party or should have been delivered by such Section 13 Indemnifying Party, as the case may be. A Section 13 Indemnifying Party shall be obligated to satisfy any portion of any Claimed Amount that is being disputed and contested by such Section 13 Indemnifying Party only if and when the dispute or contest is settled by such Section 13 Indemnifying Party and the applicable Section 13 Indemnified Party") desires to assert , or if and when a court of competent jurisdiction determines the portion, if any, of such Claimed Amount that is owed by such Section 13 Indemnifying Party, whereupon the portion of any claim for indemnification or to be held harmless under this Article X (a "Claim"), the Indemnified such Claimed Amount that such Section 13 Indemnifying Party shall deliver to the Person that is obligated to provide satisfy shall be satisfied in accordance with the provisions set forth in Section 13.5(b) hereof no later than the thirtieth (30th) day after such indemnification settlement or court determination has been made. (B) The sole recourse and exclusive remedy that the "Indemnifying Party") notice ABI Indemnified Parties or any of its demand them have or has for the satisfaction of any portion of any Claimed Amount in respect of which the Stockholders have an obligation under Section 13.5(a) hereof to satisfy such Claim (a "Request"), specifying in reasonable detail the amount portion of such Claim and, to the extent practicable under the circumstances, the basis for asserting such Claim. Within 30 days after the Indemnifying Party has been given a Request, the Indemnifying Party shall either Claimed Amount is (i) satisfy the Claim requested to be satisfied automatic increase in such Request by delivering to the Indemnified Party payment by wire transfer or a certified or bank cashier's check payable to Series C-2 Conversion Price (as defined in the Indemnified Party in immediately available Federal Reserve Funds in an amount equal to the amount of such Claim, or ABI Charter) and (ii) notify the automatic reduction in the Series C-2 Liquidation Per Share Amount (as defined in the ABI Charter), in each case subject to, and in accordance with, all of the terms and provisions set forth in the ABI Charter. The sole recourse and exclusive remedy that the Stockholders or any of them have for the satisfaction of any portion of any Claimed Amount in respect of which ABI and the Surviving Corporation have an obligation under Section 13.5(a) hereof to satisfy such portion of such Claimed Amount is the automatic decrease in the Series C-2 Conversion Price (as defined in the ABI Charter) subject to, and in accordance with, all of the terms and provisions set forth in the ABI Charter. In no event shall any Section 13 Indemnified Party that the be entitled to satisfy any Claimed Amount by seeking or obtaining a cash payment from any Section 13 Indemnifying Party contests such Claim by delivering or in any other manner other than as referred to the Indemnified Party an objection to such Claim, specifying in reasonable detail, to the extent practicable under the circumstances, the basis for contesting such Claim. If the Indemnifying Party fails to satisfy a Claim (or portion of a Claim) within 30 days after the Indemnifying Party has been given a Request with respect to such Claim, and whether or not the Indemnifying Party has contested such Claim, the Indemnifying Party shall pay the Indemnified Party asserting such Claim interest on the unpaid amount of such Claim (or unpaid portion of a Claim) at the Prime Rate, computed from the date such Request was given to the Indemnifying Party to the date such Claim (or portion of a Claim) is satisfied; provided, however, that the Indemnifying Party shall not be required to pay the Indemnified Party interest on that part of any unpaid Claim (or portion of a Claim) which the Indemnifying Party successfully conteststhis Section 13.5(b).

Satisfaction of Claims. If any Person entitled to indemnification under this Article X IX (an "Indemnified Party") desires to assert any claim for indemnification or to be held harmless under this Article X IX (a "Claim"), the Indemnified Party shall deliver to the Person that is obligated to provide such indemnification (the "Indemnifying Party") notice of its demand for satisfaction of such Claim (a "Request"), specifying in reasonable detail the amount of such Claim and, to the extent practicable under the circumstances, the basis for asserting such Claim. Within 30 days after the Indemnifying Party has been given a Request, the Indemnifying Party shall either (i) satisfy the Claim requested to be satisfied in such Request by delivering to the Indemnified Party payment by wire transfer or a certified or bank cashier's check payable to the Indemnified Party in immediately available Federal Reserve Funds in an amount equal to the amount of such Claim, or (ii) notify the Indemnified Party that the Indemnifying Party contests such Claim by (A) delivering to the Indemnified Party an objection to such Claim, specifying in reasonable detail, to the extent practicable under the circumstances, the basis for contesting such Claim, and (B) demanding arbitration of the Claim in accordance with Section 10.11. If the Indemnifying Party fails to satisfy a Claim (or portion of a Claim) within 30 days after the Indemnifying Party has been given a Request with respect to such Claim, and whether or not the Indemnifying Party has contested such Claim, the Indemnifying Party shall pay the Indemnified Party asserting such Claim interest on the unpaid amount of such Claim (or unpaid portion of a Claim) at the Prime Rate, computed from the date such Request was given to the Indemnifying Party to the date such Claim (or portion of a Claim) is satisfied; provided, however, that the Indemnifying Party shall not be required to pay the Indemnified Party interest on that part of any unpaid Claim (or portion of a Claim) which the Indemnifying Party successfully contests.