Satisfaction of Indemnification Claims. In the event that (a) the Stockholders' Representative shall not have objected to the amount claimed by an Indemnified Party for indemnification with respect to any Loss in accordance with the procedures set forth in the Escrow Agreement or (b) the Stockholders' Representative shall have delivered notice of its disagreement as to the amount of any indemnification requested by an Indemnified Party and either (i) the Stockholders' Representative and the Indemnified Party shall have, subsequent to the giving of such notice, mutually agreed that the Stockholders are obligated to indemnify the Indemnified Party for a specified amount and shall have so jointly notified the Escrow Agent or (ii) a final nonappealable judgment shall have been rendered by a court having jurisdiction over the matters relating to such claim by the Indemnified Party for indemnification from the Stockholders and the Escrow Agent shall have received, in the case of clause (i) above, written instructions from the Stockholders' Representative and the Indemnified Party or, in the case of clause (ii) above, a copy of the final nonappealable judgment of the court, the Escrow Agent shall deliver to the Indemnified Party from the Escrow Fund (as defined in the Escrow Agreement) any amount determined to be owed to the Indemnified Party under this Article VII in accordance with the Escrow Agreement. Each of Nu Skin and each of the Stockholders acknowledge and agree that with respect to the Escrow Shares held by the Escrow Agent pursuant to the Escrow Agreement, for purposes of determining the number of Escrow Shares necessary to satisfy a Loss, each such Escrow Share shall be valued at $23.00.
Satisfaction of Indemnification Claims. (i) Subject to Section 10.8(b)(ii), all claims for indemnification under this Article X shall be paid by the indemnifying party on demand in immediately available funds in U.S. dollars after the liability for Damages thereunder have been finally determined. The liability for Damages under any such claims for indemnification shall be deemed to be “finally determined” for purposes of this Article X when the parties to an action have so determined by mutual agreement or, if disputed, when a final non-appealable order of a court having competent jurisdiction has been entered. Upon a determination of liability in respect of a claim of indemnification under this Article X, the indemnifying party shall pay the indemnified party the amount so determined (subject to the limitations hereof) within ten (10) Business Days after the date of determination (such tenth Business Day, the “Due Date”).
(ii) Purchaser shall be entitled to receive from the Indemnity Escrow Amount for its own account (or that of the applicable Purchaser Indemnified Party) any indemnification payment amount to which it or any other Purchaser Indemnified Party may be entitled pursuant to this Article X, upon written notice to the Escrow Agent directing the Escrow Agent to immediately release to the indemnified party funds from the Indemnity Escrow Amount equal to such amount in accordance with the terms of the Escrow Agreement (it being understood that any amounts disputed or deemed disputed by Seller or Purchaser shall not be available for release by the Escrow Agent until the claims in respect thereof are finally determined). If any indemnification payment is to be made to any Purchaser Indemnified Party pursuant to this Article X, all such indemnification payments shall be made (i) first from the then-remaining Indemnity Escrow Amount on deposit with the Escrow Agent and (ii) after the Indemnity Escrow Amount has been reduced by any indemnification payments so that no Indemnity Escrow Amount remains on deposit with the Escrow Agent, out-of-pocket from Seller pursuant to Section 10.8(b)(i). If there should be a dispute as to the amount or manner of determination of any indemnity obligation owed under this Agreement, the indemnifying party shall nevertheless pay when due, or Purchaser may (in accordance with the foregoing) obtain from the Indemnity Escrow Amount, as applicable, such portion, if any, (and only such portion) of the obligation as shall not be subject to dispute. The difference, if ...
Satisfaction of Indemnification Claims. All indemnification obligations pursuant to Article X shall be paid within a reasonable period of time after a claim for indemnification has been made and its validity finally determined.
Satisfaction of Indemnification Claims. In each case where the Company is required to provide indemnification pursuant to this Section 6, and there is insufficient capital in the Company to meet the Company’s indemnification obligation under this Section 6, taking into account the Company’s future cash needs, as reasonably determined by the Board of Directors, the Majority Purchasers may elect (but shall not be required to elect) to have the Company issue up to a number of shares of Series A Preferred Stock equal to the amount of indemnification owed (or such portion thereof as elected by the Majority Purchasers in its sole discretion) divided
Satisfaction of Indemnification Claims. If Seller shall acknowledge and agree in writing, or it is finally determined pursuant to the dispute resolution procedures set forth in Article X hereof, that an Indemnitee is entitled to indemnification hereunder in respect of Losses incurred by such Indemnitee (the date of such acknowledgement and agreement or determination, the “Claim Determination Date”), Seller shall make payment in respect of such Losses within five (5) days following the Claim Determination Date (i) by delivering to such Indemnitee that number of shares of Buyer Stock equal in value to the amount of the Losses to be indemnified hereunder or, at the option of Buyer, (ii) by reducing the principal amount of the Promissory Notes outstanding, and any interest accrued thereon, by the amount of such Losses. Further, at the option of Buyer, the indemnifiable Losses of any Indemnitee may be satisfied by Buyer withholding from any future Earn-Out Share Award to which Seller is entitled that number of Earn-Out Shares equal in value to the amount of the indemnifiable Losses of such Indemnitee. For purposes of calculating the number of shares of Buyer Stock necessary to satisfy the Losses of an Indemnitee as described in this Section 8.5, each share of Buyer Stock shall be valued using the Applicable Stock Price.
Satisfaction of Indemnification Claims. There are currently 1,100,000 shares of Parent Common Stock held in escrow for the benefit of the Company pursuant to (1) that certain Share Exchange Agreement dated as of January 11, 2018 by and between Parent and the Company and (2) that certain Escrow Agreement dated as of January 11, 2018 by and among Parent, the Company, and Corporate Stock Transfer, Inc. (the “Prior Escrow”). At or prior to Closing, the 1,100,000 shares of Parent Common Stock currently held pursuant to the Prior Escrow will be released, and 860,000 shares of the Merger Shares will be deposited into a new escrow (the “Transaction Escrow”) in order to fund any indemnification obligations of the Company Stockholders’ under this Agreement. All Merger Shares remaining in the Transaction Escrow and not subject to any pending claims 18 months following the Closing Date, or thereafter upon any Merger Shares no longer subject to any pending claim, shall be released to the Company Stockholders in accordance with the Consideration Schedule and the escrow agreement documenting the terms of the Transaction Escrow with Corporate Stock Transfer, Inc.
Satisfaction of Indemnification Claims. For any claim for indemnification under ARTICLE 10, the Buyer Indemnified Parties will first seek satisfaction of such indemnification claim from the Escrow Fund until such amounts have been distributed to the Seller or have been exhausted, before seeking indemnification directly from the Seller, provided that, for any claims for indemnification under ARTICLE 10 with respect to a breach of a Fundamental Representation, the Buyer Indemnified Parties will have the right (but not the obligation) to seek satisfaction of such claim directly from the Seller. If any amount owed under this ARTICLE 10 is not paid within 10 days of the Indemnifying Parties and the Indemnified Parties agreeing such amount is due or upon a final adjudication determined by a court of competent jurisdiction that such amount is due (either, a “Final Determination”), the Buyer may, in its sole discretion, in addition to all other remedies it may have, recover some or all of such amount by setting off such amount against any amounts then due and payable by the Buyer or any of its Affiliates to the Seller or any of its Affiliates under the Transaction Documents or any other agreement with the Seller. In each case, the exercise of such right to cancel or set off will not constitute a breach of any Buyer Indemnified Party’s obligations under the Transaction Documents or any other agreement with the Seller, and the exercise or failure to exercise such right to cancel or set off will not constitute an election of remedies or limit any Party in any manner in the enforcement of any other remedies that may be available to such Party.
Satisfaction of Indemnification Claims. 75 SECTION 7.04. Tax Characterization...........................................76
Satisfaction of Indemnification Claims. Subject to the provisions of this Article XIV, including this Section 14.5(d), any indemnification of any Indemnified Parties pursuant to this Article XIV or for other amounts payable by any Indemnifying Parties under this Agreement shall be effected promptly (and, in any event, within two Business Days after a determination that the Indemnified Party is entitled to indemnification pursuant to Section 14.5(b)) by wire transfer of immediately available funds from the Indemnifying Parties or the Escrow Agent, if applicable, to an account designated by the Indemnified Party.
Satisfaction of Indemnification Claims. 57 8.5 Limitation on Indemnification ............................................................................. 58 8.6 Assertion of Claims.............................................................................................. 61 8.7 Tax Treatment ...................................................................................................... 63 8.8 Construction of Representations and Warranties ................................................. 63 8.9 Exclusivity ........................................................................................................... 63
