Satisfaction of Indemnification Obligation. Subject to the procedures set forth above and in accordance with the deadlines specified in the preceding provisions of this Section 10.5, any indemnified Loss will be satisfied by the Indemnifying Party paying the amount of such Loss to the Indemnified Party plus interest on the amount of such Loss incurred by the Indemnified Party from the date the Indemnified Party actually paid such Loss (but without duplication of any interest payable with respect to any judgment underlying a Loss resulting from a Third Party Claim) at the Prime Rate. Payments pursuant to the foregoing will be by wire transfer or by check, as the recipient may direct; provided, however, that in the absence of directions within a reasonable period of time, payment may be made by check.
Satisfaction of Indemnification Obligation. The indemnification obligations of the Company hereof shall, unless otherwise determined by the Investor Indemnitees, be satisfied by the payment of cash in the amount of the Loss, unless and to the extent that it is determined by the auditors of the Company that the Company would be unable to meet their debts and obligations as they became due if the full amount of the Loss was paid in cash, in which case the amount of the Loss that is equal to the amount that is required to be maintained by the Company and the Subsidiary in order to meet their debts and obligations as they become due shall be satisfied by the issuance of shares of the same class and Series Cnd with the same terms and conditions as being purchased by the Purchasers or Additional Purchasers pursuant to this Agreement with a purchase price per share as determined by the Board of Directors, acting in good faith (except that, in any case the number of shares to be issued in this respect shall not be in excess of the number of shares of Common Stock of the Company, on an as converted basis, then held by such Purchaser or Additional Purchaser), and the remainder of the Loss shall be satisfied by the payment of cash.
Satisfaction of Indemnification Obligation. Natco LLC shall satisfy any obligation to indemnify Natco, AEO and their officers and directors against Losses as required by this Agreement in cash.
Satisfaction of Indemnification Obligation. Each Indemnifying Party shall be jointly and severally responsible for the payment of all Losses under this Article IX by application of its Escrow Shares or other Escrow Assets (each undefined term used in this Section 9.6 as defined in the Escrow Agreement) to pay the Losses for which any Indemnified Party is entitled to indemnification pursuant to this Article IX; provided, however, no Indemnifying Party shall be required to pay more than the total Escrow Shares deposited with the Escrow Agent on its behalf under the Escrow Agreement plus the amount of cash deposited with the Escrow Agent, or the aggregate value of the letter of credit established, by such Indemnifying Party to secure its obligations under the Escrow Agreement. Any payment obligation (or any portion thereof) of an Indemnifying Party to any Indemnified Party in respect of Losses for which such Indemnified Party is entitled to indemnification pursuant to this Article IX, other than Indemnification Claims relating to the Specified Matters for which California Capital Limited Partnership becomes the sole Indemnifying Party pursuant to Section 6.13(e)) shall be satisfied exclusively from such Indemnifying Party’s Escrow Shares or other Escrow Assets pursuant to the terms of the Escrow Agreement, unless such Indemnifying Party elects to settle such Indemnifying Party’s payment obligation in cash after notice to the Escrow Agent, following which notice the Escrow Agent will release a portion of the Escrow Shares with a Market Value equal to the amount of cash so paid, as provided in the Escrow Agreement. If requested by an Indemnifying Party in connection with an indemnification payment the form of Escrow Shares, the Company Board, or an appropriate committee of non-employee directors, to the extent permitted by applicable federal and state securities laws, shall adopt a resolution consistent with Rule 16b-3 under the Exchange Act and the interpretive guidance of the SEC so that any disposition of shares of Company Common Stock, in each case pursuant to this Agreement and the Escrow Agreement, to satisfy such Indemnifying Party’s payment obligation, may be deemed to be an exempt transaction under Rule 16b-3 promulgated under the Exchange Act.
Satisfaction of Indemnification Obligation. The Gellein Group shall satisfy any indemnification obligation to Parent and Sub through the payment of cash or the surrender of Units to Parent. If any member of the Gellein Group elects to satisfy any obligation by the surrender of Units, such Units shall be valued at the Market Price (as hereinafter defined) of a Unit on the date of surrender of such Units. For purposes of this Agreement, the "Market Price" of a Unit on any date means the average of the Average Prices (as hereinafter defined) for the 20 consecutive New York Stock Exchange trading
Satisfaction of Indemnification Obligation. Subject to the procedures set forth above and in accordance with the deadlines specified in the preceding provisions of this
Satisfaction of Indemnification Obligation. The Buyer may offset any amounts owed by the Company or the Stockholder pursuant to Section 9 of the Agreement against the principal amount and interest owed by the Buyer pursuant to the Promissory Note.
Satisfaction of Indemnification Obligation. The Xxxxx Group shall satisfy any indemnification obligation to Parent and Sub through the payment of cash or the surrender of Units to Parent. If any member of the Xxxxx Group elects to satisfy any obligation by the surrender of Units, such Units shall be valued at the Market Price (as hereinafter defined) of a Unit on the date of surrender of such Units. For purposes of this Agreement, the "Market Price" of a Unit on any date means the average of the Average Prices (as hereinafter defined) for the 20 consecutive New York Stock Exchange trading
Satisfaction of Indemnification Obligation. Seller shall pay the amount of any Indemnifiable Losses up to the amount of the Indemnification Cap in cash. Thereafter, Seller may elect to pay any subsequent Indemnifiable Losses in cash or, at its sole option, in shares of Purchaser Stock having a value equal to such Indemnifiable Loss, or any combination of the foregoing. For purposes of the preceding sentence, each share of Purchaser Stock shall be considered to have a value equal to the Share Price per share (as appropriately adjusted for stock splits, stock dividends and the like).
Satisfaction of Indemnification Obligation. Subject to the procedures set forth above and in accordance with the deadlines specified in the preceding provisions of this Section 13.5, any indemnified Loss will be satisfied by the Indemnifying Party paying the amount of such Loss to the Indemnified Party plus interest on the amount of such Loss incurred by the Indemnified Party from the date the Indemnified Party actually paid such Loss (but without duplication of any interest payable with respect to any judgment underlying a Loss resulting from a Third Party Claim) at the Prime Rate. Payments pursuant to the foregoing will be by wire transfer or by check, as the recipient may direct; provided, however, that in the absence of directions within a reasonable period of time, payment may be made by check. Neither Parent nor the Other Buying Parties shall have any right to setoff any claim for indemnified Losses against amounts owing under the Timber Notes, it being understood that all obligations of each Buyer under the Timber Notes shall be absolute and unconditional and not subject to counterclaim, setoff, deduction, defense, abatement, suspension, limitation, deferment, diminution, recoupment or other right that Parent or any Other Buying Party may have under this Agreement or otherwise.
