Satisfaction of Indemnification Claim. In the event either party had any liability (for indemnification or otherwise) to the other party under this Section 8, the indemnifying party shall satisfy such liability first, by delivering to such Indemnitee the number of shares of PROVIDENCE determined by dividing (a) the aggregate dollar amount of such liability by (b) the average closing price of PROVIDENCE as reported for the ten trading days preceding the date such liability is satisfied, and second, to the extent shares of PROVIDENCE are not available to satisfy in full such liability, then such difference in cash.
Satisfaction of Indemnification Claim. In the event either party had any liability (for indemnification or otherwise) to the other party under this Section 8, the indemnifying party shall satisfy such liability first, by delivering to such Indemnitee the number of shares of OAK BROOK determined by dividing (a) the aggregate dollar amount of such liability by (b) the average closing price of OAK BROOK as reported for the ten trading days preceding the date such liability is satisfied, and second, to the extent shares of OAK BROOK are not available to satisfy in full such liability, then such difference in cash.
Satisfaction of Indemnification Claim. In the event either party had any liability (for indemnification or otherwise) to the other party under this Section 8, the indemnifying party shall satisfy such liability first, by delivering to such Indemnitee the number of shares of Albara determined by dividing (a) the aggregate dollar amount of such liability by (b) the average closing price of Albara as reported for the ten trading days preceding the date such liability is satisfied, and second, to the extent shares of Albara are not available to satisfy in full such liability, then such difference in cash.
Satisfaction of Indemnification Claim. In the event any Indemnitor shall have any liability (for indemnification or otherwise) to any Indemnitee under this Section 10, such Indemnitor shall satisfy such liability pursuant to the terms of the Escrow Agreement.
Satisfaction of Indemnification Claim. In the event Seller has any liability (for indemnification or otherwise) to any Buyer Indemnitee under this Section 7, Seller shall satisfy such liability by either, at Seller's option, tendering cash or shares of common stock of Buyer or any combination thereof to such Buyer Indemnitee, which shares shall be valued at the average closing price of the Buyer's common stock as reported on the Nasdaq National Market System for the ten (10) trading day period ending on the day prior to the date such liability is satisfied.
Satisfaction of Indemnification Claim. (a) If an assertion of indemnification is made by any Indemnitee on or prior to the one year anniversary of the Closing Date, the Escrow Agent shall retain up to that number of shares of escrowed stock that is equal in value to 50% of that number of shares of Stock Consideration received or earned by the Sole Shareholder, which shares shall be valued based on the average closing price of the Purchaser Common Stock as reported by Nasdaq for the 10 trading days preceding such assertion. Such shares will be retained by the Escrow Agent until all Indemnitees that have presented claims for Damages to the Sole Shareholder shall have agreed to or settled with the Sole Shareholder on the amount due to such Indemnitees, if any.
(b) Subject to the limitations set forth in Section 7.3(b), in the event the Sole Shareholder has any liability (for indemnification or otherwise) to any Indemnitee under this Section 7, the Sole Shareholder shall satisfy such liability first, by delivering from Escrow to such Indemnitee the number of shares of Purchaser Common Stock determined by dividing (i) the aggregate dollar amount of such liability by (ii) the average closing price of the Purchaser Common Stock as reported by Nasdaq for the 10 trading days preceding the assertion of such liability, and second, to the extent shares of Purchaser Common Stock are not available in Escrow to satisfy such liability, then such difference in cash.
Satisfaction of Indemnification Claim. In the event any Stockholder shall have any liability (for indemnification or otherwise) to any Indemnitee under this Section 7, such Stockholder shall satisfy such liability by delivering to such Indemnitee in accordance with the terms of the Escrow Agreement the number of shares of Parent Common Stock determined by dividing (a) the aggregate dollar amount of such liability by (b) the Parent Stock Price (as defined in Section 1.5(b)(iv) and as adjusted as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent between the Effective Time and the date such liability is satisfied).
Satisfaction of Indemnification Claim. Upon the Effective Time, each of the Indemnitors hereby agrees that Parent may deposit shares of Parent Common Stock issuable to the Indemnitors in accordance with Section 1.5 into an escrow ("ESCROW FUND") established pursuant to an Escrow Agreement between Parent and the Shareholder in the form attached as Exhibit J (the "ESCROW AGREEMENT"). The number of shares of Parent Common Stock to be deposited in the Escrow Fund (the "ESCROW SHARES") shall be equal to 10% of the total number of shares of Parent Common Stock issued to the Indemnitors, pursuant to Section 1.5, and shall be allocated on a pro rata basis to all Indemnitors based on the number of shares of Parent Common Stock to be issued to each Indemnitor pursuant to the Merger. In accordance with the terms of the Escrow Agreement, the Escrow Shares shall be released to satisfy a portion or all claims for indemnification pursuant to Section 8.2, with any shares of Parent Common Stock that are not the subject of a claim under the Escrow Agreement to be released from such Escrow Agreement on the Audit Release Date.
Satisfaction of Indemnification Claim. (a) Any indemnification payments hereunder shall be treated for all Tax purposes as adjustments to the Merger Consideration.
(b) With respect to any claim for indemnification hereunder, each Parent Indemnitee or Company Indemnitee, as applicable, shall use its commercially reasonable efforts to mitigate all Damages upon and after becoming aware of any event or circumstance that gives rise to any Damages with respect to which indemnification may be sought hereunder prior to making any claim for indemnification under this Agreement; provided that the reasonable costs of such mitigation efforts shall be included in the Damages.
(c) No Parent Indemnitee nor any Company Indemnitee shall be entitled to recover, and no Damages suffered by any Parent Indemnitee or Company Indemnitee shall include, and no Indemnitor shall be liable under any circumstances for any Damages that relates directly or indirectly to: the passage of, or any change in, after the Closing, any Laws, including any increase in the rates of Taxes or any withdrawal or relief from any Taxes not actually in effect at the Closing Date.
(d) In the event any Parent Indemnitee is entitled to indemnification under this Article 10, such Parent Indemnitee shall receive a cash payment from the TMG Escrow Account or the Indemnity Escrow Account, as applicable, in the amount for which such Parent Indemnitee is entitled to be indemnified. In the event Parent shall have any liability to any Company Indemnitee under this Article 10, such Damages shall be paid to the Company Indemnitee in a cash payment. In calculating the amount of any Damages hereunder, the amount of Damages shall be reduced by any net Tax benefit actually realized by the Indemnitee during the Escrow Period by reason of the accrual, incurrence or payment of any such Damages (including, where Parent is the Indemnitee any such benefit realized by Parent, the Company or its Affiliates). In no event shall any stockholder of the Company have any liability to any Parent Indemnitee; provided, however, that nothing herein shall limit the Parent Indemnitees’ ability to satisfy claims from the TMG Escrow Account or the Indemnity Escrow Account.
Satisfaction of Indemnification Claim. Except in the case of (i) fraud or intentional misrepresentation, or (ii) breaches of any representation or warranty made in Sections 2.3, 2.20 or 2.21, satisfaction of any liability (for indemnification or otherwise) by the Sellers to any Chordiant Indemnitee under this Section 4 shall occur solely from the shares held in the escrow account pursuant to the Escrow Agreement.
