Common use of Satisfaction of Indemnification Claims Clause in Contracts

Satisfaction of Indemnification Claims. In the event an Indemnitee becomes entitled to any payments from an Indemnifying Owner pursuant to this Section 9B (including interest thereon (if any) and all costs and expenses related thereto), such Indemnitee’s sole recourse for such payments shall be to receive from the Company, by wire transfer or delivery of other immediately available funds to an account designated by such Indemnitee, all future Distributions (as defined in the JV Agreement) otherwise payable to the indemnifying Owner (excluding the amount of any such Distributions necessary for such indemnifying Owner to directly pay any income tax obligations of such indemnifying Owner due and payable as of the date of such Distribution or which will become due and payable prior to the next scheduled Tax Distribution (as defined in the JV Agreement), in each case to the extent related to its ownership of PECS, CPECS and/or Shares) until all such payments owed to such Indemnitee pursuant to this Section 9B have been satisfied in full; provided that, in the event that all or any portion of such payments remain unpaid as of the initial Change of Control or Public Offering after the date hereof, such indemnifying Owner shall, concurrently with the consummation of such initial Change of Control or Public Offering, pay directly to such Indemnitee, by wire transfer or delivery of other immediately available funds to an account designated by such Indemnitee, the full amount of all such remaining payments. Notwithstanding any implication herein to the contrary, all payments made by the Company to an Indemnitee pursuant to the immediately preceding sentence shall, for all purposes hereunder and under the JV Agreement, be deemed to have been Distributed to the indemnifying Owner in accordance with the JV Agreement.

Satisfaction of Indemnification Claims. In Any amounts owed by the event Stockholders to an Indemnitee becomes entitled to any payments from an Indemnifying Owner Indemnified Party pursuant to this Article VIII will be paid by the Stockholders, on a joint and several basis (except for liabilities arising from a violation of the representations contained in Section 9B 3.03 or the covenants contained in Section 5.11, which such liabilities shall be borne by each Stockholder individually), from the following assets in the following order: (including interest thereon i) by reducing the Contingent Payments (if any) and all costs and expenses related thereto), such Indemnitee’s sole recourse for such payments shall be to receive from the Company, by wire transfer or delivery of other immediately available funds to an account designated by such Indemnitee, all future Distributions (as defined in the JV Agreement) otherwise payable to the indemnifying Owner Stockholders under the terms of this Agreement, (excluding ii) by payments made by the amount Retained Entities to NSAP and (iii) by the Stockholders' remittance to NSAP of any such Distributions necessary NSAP Common Stock or the Series A Preferred Shares (valued at a price per share equal to the average of the Closing price per share of NSAP Common Stock on the New York Stock Exchange for such indemnifying Owner the 20 consecutive trading days ending 5 days prior to directly pay any income tax obligations of such indemnifying Owner due and payable as of the date of such Distribution remittance) previously issued to them under this Agreement or acquired otherwise and held pursuant to the Stockholders' Escrow Agreement (as defined); provided, however, that all claims shall be satisfied against these assets in the order in which they are enumerated above in that no Indemnified Party may make a claim against any of the assets enumerated in clause (ii) or (iii) until the assets enumerated in the preceding clause or clauses, as the case may be, shall have been exhausted. To satisfy any amounts due under subsection (iii) of the immediately preceding sentence, the Stockholders hereby agree to enter into an escrow agreement (the "Stockholders' Escrow Agreement") with NSAP pursuant to which the Stockholders will become due collectively, according to their percentage ownership interest in the NSI Shares, place an aggregate amount of NSAP Common Stock equal to U.S. $70,000,000 (to be calculated according the Average NSAP Common Stock Price at Closing) into an escrow account and payable that such NSAP Common Stock may not be sold or otherwise transferred by the Stockholders prior to the next scheduled Tax Distribution (as defined in the JV Agreement), in each case to the extent related to its ownership of PECS, CPECS and/or Shares) until all such payments owed to such Indemnitee pursuant to this Section 9B have been satisfied in full; provided that, in the event that all or any portion of such payments remain unpaid as expiration of the initial Change indemnification provisions under Article VIII of Control or Public Offering after the date hereof, such indemnifying Owner shall, concurrently with the consummation of such initial Change of Control or Public Offering, pay directly to such Indemnitee, by wire transfer or delivery of other immediately available funds to an account designated by such Indemnitee, the full amount of all such remaining payments. Notwithstanding any implication herein to the contrary, all payments made by the Company to an Indemnitee pursuant to the immediately preceding sentence shall, for all purposes hereunder and under the JV Agreement, be deemed to have been Distributed to the indemnifying Owner in accordance with the JV this Agreement.

Satisfaction of Indemnification Claims. In the event an Indemnitee becomes The Purchaser Indemnified Parties shall be entitled to any payments from an Indemnifying Owner pursuant to this Section 9B seek recovery for satisfaction of claims for indemnification (including interest thereon claims in respect of Fundamental Representations) directly from Seller or any Key Owner; provided, however, that to the extent applicable to the particular claim for indemnification under Section 7.2(a), the Purchaser Indemnified Parties shall first seek recovery under the R&W Insurance Policy. If any amount owed by Seller or any Key Owner under this Article VII is not paid within 10 days of Seller and the Purchaser Indemnified Parties agreeing such amount is due or upon a final adjudication determined by a court of competent jurisdiction that such amount is due (if anyeither, a “Final Determination”), Seller or the applicable Key Owner(s) shall reimburse the Purchaser Indemnified Party for any and all reasonable costs and or expenses related thereto), such Indemnitee’s sole recourse for such payments shall be to receive from the Company, by wire transfer or delivery of other immediately available funds to an account designated by such Indemnitee, all future Distributions (as defined in the JV Agreement) otherwise payable to the indemnifying Owner (excluding the amount of any nature or kind whatsoever (including reasonable legal fees) incurred in seeking to collect such Distributions necessary for amount under this Article VII, and no limitation in this Article VII shall apply to any such indemnifying Owner interest or reimbursement. If any amount owed under this Article VII is not paid within 30 days of a Final Determination, Purchaser may, in its sole discretion, in addition to directly pay any income tax obligations all other remedies it may have, recover some or all of such indemnifying Owner amount by setting off such amount against any amounts then due and payable as by Purchaser or any of its Affiliates to Seller or any Key Owner or any their Affiliates under the date Transaction Documents or any other agreement with Seller or any Key Owner. In each case, the exercise of such Distribution right to set off shall not constitute a breach of any Purchaser Indemnified Party’s obligations under the Transaction Documents or which will become due any other agreement with Seller or any Key Owner, and payable prior the exercise or failure to the next scheduled Tax Distribution (as defined exercise such right to set off shall not constitute an election of remedies or limit any Purchaser Indemnified Party in any manner in the JV Agreement), in each case to the extent related to its ownership enforcement of PECS, CPECS and/or Shares) until all such payments owed any other remedies that may be available to such Indemnitee pursuant Purchaser Indemnified Party. Seller and each Key Owner hereby irrevocably constitutes and appoints Purchaser as its true and lawful attorney-in-fact and agent with full power of substitution to this Section 9B have been satisfied in full; provided that, in the event that do any and all or things and execute any portion of such payments remain unpaid as of the initial Change of Control or Public Offering after the date hereof, such indemnifying Owner shall, concurrently with the consummation of such initial Change of Control or Public Offering, pay directly and all documents which may be necessary to such Indemnitee, by wire transfer or delivery of other immediately available funds to an account designated by such Indemnitee, the full amount of all such remaining payments. Notwithstanding effectuate any implication herein to the contrary, all payments made by the Company to an Indemnitee pursuant to the immediately preceding sentence shall, for all purposes hereunder and under the JV Agreement, be deemed to have been Distributed to the indemnifying Owner set off in accordance with the JV Agreementthis Section 7.8. The foregoing grant of authority is a special power of attorney coupled with an interest and is irrevocable.

Satisfaction of Indemnification Claims. In Subject to the event an Indemnitee becomes entitled to provisions of this Article XIV, including this Section 14.5(e), any payments from an Indemnifying Owner indemnification of any Indemnified Parties pursuant to this Section 9B (including interest thereon (if any) and all costs and expenses related thereto), such Indemnitee’s sole recourse Article XIV or for such payments other amounts payable by any Indemnifying Parties under this {JK01396073.28 } Agreement shall be effected promptly (and, in any event, within two Business Days after a determination that the Indemnified Party is entitled to receive from the Company, indemnification pursuant to Section 14.5(b)) by wire transfer or delivery of other immediately available funds from the Indemnifying Parties or the Escrow Agent, if applicable, to an account designated by such Indemnitee, all future Distributions (as defined in the JV Agreement) otherwise payable Indemnified Party. With respect to each Primary Holdback Claim asserted by Buyer during the period from and after the Closing Date up to the indemnifying Owner (excluding Second Holdback Release Date, and with respect to each Secondary Holdback Claim asserted by Buyer during the amount of any such Distributions necessary for such indemnifying Owner to directly pay any income tax obligations of such indemnifying Owner due and payable as of period from the date of such Distribution or which will become due and payable prior Closing Date up to the next scheduled Tax Distribution (as defined in the JV Agreement)Holdback Expiration Date, in each case case, upon final resolution or determination of such an indemnity claim by the Parties or in accordance with this Article XIV, such amount as would satisfy such finally resolved or determined indemnity claim will, to the extent related it is capable of being satisfied (in whole or in part) by the amounts remaining in the Escrow Account as of such time, be satisfied first from the Escrow Account and Buyer and Seller shall promptly (and in any event within two Business Days after such resolution or determination) jointly instruct the Escrow Agent to its ownership disburse to Buyer a portion of PECS, CPECS and/or Shares) until all such payments owed the Holdback Amount equal to such Indemnitee amount. For the avoidance of doubt, disbursements from the Escrow Account shall not be the sole and exclusive recourse of Buyer for any breach of any representation, warranty or covenant of Seller pursuant to this Section 9B have been satisfied in full; provided thatAgreement or any other post-Closing liability of Seller pursuant to this Agreement (including any indemnity obligation), and, if such amounts in the event that all or Escrow Account are insufficient to fully satisfy any portion of such payments remain unpaid as amounts to which any member of the initial Change of Control or Public Offering after the date hereofBuyer Group may be entitled hereunder, such indemnifying Owner shall, concurrently with the consummation of such initial Change of Control or Public Offering, pay directly to such Indemnitee, by wire transfer or delivery of other immediately available funds to an account designated by such Indemnitee, the full amount of all such remaining payments. Notwithstanding any implication herein to the contrary, all payments made by the Company to an Indemnitee pursuant to the immediately preceding sentence shall, for all purposes hereunder and under the JV Agreement, insufficiency shall not be deemed to have been Distributed prohibit, restrict or otherwise limit such member of the Buyer Group from seeking recovery hereunder (subject to the indemnifying Owner in accordance with the JV terms of this Agreement).