Common use of Satisfaction of Indemnification Obligations Clause in Contracts

Satisfaction of Indemnification Obligations. Subject to Section 9.2(c) hereof, all payments for indemnification claims by a Seller shall be satisfied by delivery by the indemnifying Seller to the Buyer Indemnitee of a number of Series C Preferred Shares with aggregate Stated Value (as defined in the Certificate of Designation) plus accrued but unpaid dividends equal to the indemnification obligation that such Seller is required to satisfy. In the event that the certificate representing the Series C Preferred Shares being tendered in satisfaction of such indemnification obligation evidences a number of Series C Preferred Shares in excess of the Series C Preferred Shares required to be tendered in connection with such indemnification obligation (the "Difference"), the Buyer shall simultaneously deliver to the indemnifying Seller a certificate evidencing a number of Series C Preferred Shares equal to the Difference. Without limiting the limits on indemnification set forth herein or the generality of the foregoing, each Buyer Indemnitee's sole recourse (other than as set forth in Section 9.2(c)) for any amounts due and payable with respect to any indemnification obligation shall be against the Series C Preferred Shares (including accrued and unpaid dividends thereon) and subject to Section 9.2(c) hereof, the Buyer agrees that neither it nor any Buyer Indemnitee shall pursue any other assets of any Seller in satisfaction of any indemnification obligation and neither the Buyer nor any Buyer Indemnitee nor any of their respective Affiliates may look to any Seller's direct or indirect partners or any of their Affiliates, officers, directors or employees for satisfaction of any indemnification obligations hereunder.

Satisfaction of Indemnification Obligations. (i) The sole recourse and exclusive remedy that the Alcatel Indemnitees have to satisfy post-Closing claims for indemnification pursuant to Section 6(a) shall be the Escrow Indemnity Account established pursuant to the Escrow Agreement, other than for a Title Breach or in connection with claims for fraud or intentional misrepresentation. (ii) Subject to Section 9.2(c6(d) hereofand in compliance with the terms of the Escrow Agreement, all payments for indemnification claims by a Seller shall be satisfied by delivery by the indemnifying Seller to the Buyer Indemnitee of a number of Series C Preferred Shares with aggregate Stated Value (as defined in the Certificate of Designation) plus accrued but unpaid dividends equal to the indemnification obligation that such Seller is required to satisfy. In the event that the certificate representing the Series C Preferred Shares being tendered Alcatel Indemnitees shall, in satisfaction of any claims for indemnification arising under Section 6(a) above as a result of a Title Breach, be entitled to receive and, as applicable, shall first seek to recover any Loss (x) from the Escrow Indemnity Account, such indemnification obligation evidences a number of Series C Preferred Shares in excess of ADSs, using the Series C Preferred Shares required to be tendered in connection with such indemnification obligation (the "Difference"), the Buyer shall simultaneously deliver to the indemnifying Seller a certificate evidencing a number of Series C Preferred Shares equal to the Difference. Without limiting the limits on indemnification set forth herein or the generality of the foregoing, each Buyer Indemnitee's sole recourse (other than as valuation which is set forth in Section 9.2(c)I.3(d) for any amounts due and payable of that certain form of Escrow Agreement attached as Exhibit E to the Merger Agreement (provided, however, that the amount of ADSs recoverable from the Escrow Indemnity Account with respect to any indemnification obligation such Loss under this clause (x) shall in no event exceed the Stockholder's Pro Rata Interest of the Escrow Indemnity Account), calculated using the same convention used to calculate the value of Losses in clause (x) above, and (y) following the termination of the time period during which claims can be made against the Series C Preferred Shares Escrow Indemnity Account, following the depletion of the Escrow Indemnity Account or after reaching the maximum amount payable from the Escrow Indemnity Account as provided in the parenthetical in clause (including accrued x) immediately above (whichever occurs first), and unpaid dividends thereon) and subject with respect to Section 9.2(c) hereof, the Buyer agrees that neither it nor any Buyer Indemnitee shall pursue any other assets of any Seller in satisfaction of any indemnification obligation and neither of the Buyer nor any Buyer Indemnitee nor any Stockholder arising under Section 6(a) with respect to a Title Breach, cash from the Stockholder; provided, further, that the aggregate amount of their respective Affiliates may look the indemnification payable by the Stockholder under Section 6(f)(ii)(y) shall be limited to any Seller's direct or indirect partners or any an amount equal to (A) the value of their Affiliatesthe aggregate Merger Consideration that the Stockholder is entitled to receive under the Merger Agreement (valued pursuant to Section 1(b)(i) of this Agreement, officers, directors or employees for satisfaction minus (B) the value of any indemnification obligations hereunderADSs which shall have been actually received by the Alcatel Indemnitees with respect to a Title Breach by the Stockholder under Section 6(f)(ii)(x)).

Satisfaction of Indemnification Obligations. Subject to Except as provided in Section 9.2(c8.4(b) hereof, all payments for indemnification claims by a Seller any indemnity payable pursuant to this Article 8 shall be satisfied paid within twenty (20) business days after the indemnified party's written request therefor accompanied by delivery by reasonably satisfactory documentation supporting the indemnifying Seller claim for indemnification, including the amount of Losses and the calculation of and justification therefor; provided, however, any indemnity payable pursuant to Section 8.2(g)(i) shall be paid within seven (7) business days after the decision in the arbitration proceeding referred to therein, if any, has become final, or if there is no arbitration proceeding initiated thereunder, then payment will be made upon three (3) business days to notice to Sellers. Purchaser shall be entitled to offset any indemnity payable to the Buyer Indemnitee of a number of Series C Preferred Shares with aggregate Stated Value (as defined in the Certificate of Designation) plus accrued but unpaid dividends equal Purchaser Indemnified Parties pursuant to the indemnification obligation that such Seller is required to satisfy. In the event that the certificate representing the Series C Preferred Shares being tendered in satisfaction of such indemnification obligation evidences a number of Series C Preferred Shares in excess this Article 8 against any of the Series C Preferred Shares required Post Closing Payments owed by Purchaser pursuant to be tendered in connection with such indemnification obligation (the "Difference")Section 1.2(b) of this Agreement; provided, the Buyer shall simultaneously deliver to the indemnifying Seller a certificate evidencing a number of Series C Preferred Shares equal to the Difference. Without limiting the limits on indemnification set forth herein or the generality of the foregoinghowever, each Buyer Indemnitee's sole recourse (other than as set forth in Section 9.2(c)) for any amounts due and payable with respect to such right of offset, (a) the amount of any indemnification obligation indemnity payable must be based upon a good faith estimate by Purchaser of the Losses to the Purchaser Indemnified Parties, and supported by reasonably satisfactory documentation; (b) if it is determined through a judicial or arbitration proceeding (and such determination has become final) that the Purchaser Indemnified Parties were ultimately entitled to an amount under Section 8.2 that was less than the amount Purchaser offset against the Post Closing Payment(s) pursuant to this section, Sellers shall be entitled to recover from Purchaser, within seven (7) business days from the date of the determination, both the difference between the two amounts and interest on the difference between the two amounts at twelve percent (12%) per annum, subject to the maximum rate of interest allowed by law, which interest shall accrue from the date Purchaser exercised its right of offset until the date reimbursement is made to Sellers (and such interest shall be in lieu of, and not in addition to, interest awarded pursuant to the judicial or arbitration proceeding); and (c) unless either of Sellers is insolvent or the subject of bankruptcy or receivership proceedings, any amounts which Purchaser seeks to offset against the Series C Preferred Shares Post Closing Payment(s) for claims for Losses asserted by the Purchaser Indemnified Parties after the second anniversary of the Closing Date, which amounts are disputed in good faith by Sellers, shall be deposited into an escrow account pursuant to an escrow agreement, in all material respects in form attached hereto as Exhibit O, and with an independent escrow agent selected by Purchaser and reasonably acceptable to Sellers, and released to the appropriate party upon final resolution of the dispute. The requirements under (including accrued and unpaid dividends thereona), (b) and subject (c) above shall not apply to any indemnity owed to the Purchaser Indemnified Parties under Section 8.2(g)(i), and Purchaser may exercise its right of offset with respect to all Losses under Section 8.2(g)(i) without complying with such requirements. Any subsequent reimbursement to Purchaser pursuant to Section 9.2(c) hereof, 9.5 hereof shall be treated as an adjustment to the Buyer agrees that neither it nor any Buyer Indemnitee shall pursue any other assets of any Seller in satisfaction of any indemnification obligation and neither the Buyer nor any Buyer Indemnitee nor any of their respective Affiliates may look to any Seller's direct or indirect partners or any of their Affiliates, officers, directors or employees for satisfaction of any indemnification obligations hereunderPurchase Price.

Satisfaction of Indemnification Obligations. Subject (a) In order to satisfy the indemnification obligations of the Majority Stockholders pursuant to Section 9.2(c12.1 above, an AMG Indemnified Party shall have the right (in addition to collecting directly from the Majority Stockholders) hereof, all payments for to set off its indemnification claims against (i) any and all amounts of interest and principal under any promissory note issued to such Stockholder pursuant to the provisions of Section 3.11 of the Restated LLC Agreement (whether or not then due and payable) in accordance with the terms of such note, and/or (ii) any and all amounts to be distributed to such Majority Stockholder by the LLC, whether or not such right of set-off is specifically provided for in the Restated LLC Agreement and/or (iii) any and all amounts owed or which become owed to such Majority Stockholder or any Permitted Transferee (as such term is defined in the Restated LLC Agreement) of such Majority Stockholder by AMG, the Company or the LLC pursuant to the provisions of Sections 3.11 or 7.1 of the Restated LLC Agreement. (b) In connection with indemnification obligations of the Majority Stockholders pursuant to Section 12.1 above, on the date on which any amount is payable by a Seller Majority Stockholder to an AMG Indemnified Party pursuant to this Section 12, such Majority Stockholder shall be satisfied pay such amount to such AMG Indemnified Party as follows: (i) such Majority Stockholder shall pay such AMG Indemnified Party an amount in cash (by delivery by the indemnifying Seller wire transfer of immediately available funds) equal to the Buyer Indemnitee of amount payable by such Majority Stockholder to such AMG Indemnified Party on such date, multiplied by sixty percent (60%); and (ii) such Majority Stockholder shall pay such AMG Indemnified Party a number of Series C Preferred AMG Shares with aggregate Stated Value or shares of Common Stock, $.01 par value per share, of AMG (as defined in the Certificate of Designation) plus accrued but unpaid dividends equal to the indemnification obligation that such Seller is required to satisfy. In the event that the certificate representing the Series C Preferred Shares being tendered in satisfaction of such indemnification obligation evidences a number of Series C Preferred Shares in excess of the Series C Preferred Shares required to be tendered in connection with such indemnification obligation (the "DifferenceAMG Common Stock"), the Buyer shall simultaneously deliver to the indemnifying Seller a certificate evidencing a number value of Series C Preferred Shares which is equal to the Differenceamount payable by such Majority Stockholder to such AMG Indemnified Party on such date, multiplied by forty percent (40%), with each such AMG Share or share of Common Stock being free of any Claims. Without limiting the limits on indemnification set forth herein or the generality For purposes of the foregoingpreceding sentence, each Buyer Indemnitee's sole recourse AMG Share and each share of AMG Common Stock shall be considered to have a value of twenty-six dollars and fifty cents (other than $26.50) per share (as appropriately adjusted for stock splits, stock dividends and the like). If a Majority Stockholder fails to deliver the number of AMG Shares or shares of AMG Common Stock on the date and in the manner set forth in Section 9.2(c)clause (ii) for above (including, without limitation, being free of any amounts due and payable with respect to any indemnification obligation Claims) then such Majority Stockholder shall be against required to fulfill the Series C Preferred Shares payment obligation in cash together with an additional payment of ten percent (including accrued and unpaid dividends thereon10%) and subject of such payment obligation (which payments shall immediately be made by wire transfer of immediately available funds) and, thereafter, such Majority Stockholder shall be required to fulfill all payment obligations under this Section 9.2(c) hereof12 in full, the Buyer agrees that neither it nor any Buyer Indemnitee shall pursue any other assets in cash (by wire transfer of any Seller in satisfaction of any indemnification obligation and neither the Buyer nor any Buyer Indemnitee nor any of their respective Affiliates may look to any Seller's direct or indirect partners or any of their Affiliates, officers, directors or employees for satisfaction of any indemnification obligations hereunderimmediately available funds).