Satisfaction of Indemnity Claims. (a) Until such time as the Escrow Deposit is exhausted or released, all Indemnity Claims against the Shareholders pursuant to Article X of the Merger Agreement may be satisfied from Escrowed Shares held in the Escrow Deposit, in accordance with the applicable provisions of this Agreement. If Parent has made a claim against the Escrow Deposit and is entitled to receive payment with respect to an Indemnity Claim, the Escrow Agent shall transfer to the Parent a sufficient number of Escrowed Shares to satisfy fully such claim.
(b) The number of Escrowed Shares to be distributed by the Escrow Agent in satisfaction of any such Indemnity Claim shall be equal to: (1) in the case of a distribution made on or before January 28, 2002, the amount of such claim divided by the price per share of a share of Parent Common Stock determined under Section 2.4(b)(i) of the Merger Agreement (rounded upwards to the nearest whole share), and (2) in the case of a distribution made after January 28, 2002, the amount of such claim divided by the price per share of a share of Parent Common Stock determined under Section 2.4(b)(ii) of the Merger Agreement (rounded upwards to the nearest whole share); provided that, in the case of a distribution made pursuant to clause (1) only, the Escrow Agent shall distribute, on January 31, 2002, an additional number of Escrowed Shares to Parent (rounded upwards to the nearest whole share) in respect of such Indemnity Claim equal to the number, if any, by which (A) the number of shares obtained by dividing (i) the amount of such claim by (ii) the lower of (A) $1.35 or (B) the higher of (1) the average closing price of the Parent's common stock on the Nasdaq National Market System for the five business days prior to, but not including, January 28, 2002 or (2) $0.80 exceeds (B) the number of Escrowed Shares distributed by the Escrow Agent on or before January 28, 2002 pursuant to clause (1). Prior to the Escrow Agent making any such distribution to Parent, Parent and the Shareholders shall certify jointly in writing to the Escrow Agent the number of Escrowed Shares to be distributed pursuant to this Section 3.9.
Satisfaction of Indemnity Claims. To the extent any amount is owed by Sellers to any Buyer Indemnified Person pursuant to Section 11.2(a), then such amount will first be satisfied from the Escrow Account in accordance with the terms of the Escrow Agreement. To the extent the Escrow Account is insufficient to satisfy all such amounts owed, any excess shall be satisfied, at the election of the Sellers’ Representative in one or more of the following: (i) from the MasTec Shares, (ii) by reduction of the aggregate principal amount of the Convertible Notes (to the extent held by the Sellers’ Representative on behalf of the Sellers, or the Xxxxxx Foundation), or (iii) in cash (or if no election is made by the Sellers’ Representative, in one or more of the foregoing at the option of Buyer). Any amount satisfied in MasTec Shares shall be valued at the average closing price of such shares on the New York Stock Exchange for the ten trading days immediately prior to the delivery of such shares to the Buyer Indemnified Person. Any amount satisfied by reduction of the principal amount of either Convertible Note, shall be satisfied by a dollar for dollar reduction to the principal amount of such note. Notwithstanding the foregoing and for purposes of clarity, to the extent any Final Closing Adjustment is owed by Sellers to Buyer, such Final Closing Adjustment may only be satisfied in cash in accordance with Section 2.5(f).”
Satisfaction of Indemnity Claims. In the event Buyer shall assert an Indemnity Claim pursuant to Section 8.1 hereof against Seller, Buyer may not obtain satisfaction of any such claim by way of set-off against any amounts owing by Buyer to Seller.
Satisfaction of Indemnity Claims. To the extent any amount is owed by Sellers to any Buyer Indemnified Person pursuant to Section 9.1.1, then such amount will first be satisfied from the Escrow Account in accordance with the terms of the Escrow Agreement. To the extent the Escrow Account is insufficient to satisfy all such amounts owed, any excess shall be satisfied in cash via wire transfer or same day funds check.
Satisfaction of Indemnity Claims. 51 7.5. Interest.................................................. 51 7.6. Payments.................................................. 51 7.7. No Limitation............................................. 52
Satisfaction of Indemnity Claims. In the event Buyer shall assert an Indemnity Claim pursuant to Section 7.1 hereof against Schaublin Swiss, such claim may be satisfied by Schaublin Swiss, and in all events, Buyer may obtain satisfaction of any such claim, by way of set-off against any amounts owing by Buyer to Sellers, including against Buyer's obligations under the Two Year Note. In all events, and notwithstanding anything to the contrary contained in this Agreement, Schaublin Swiss agree and acknowledge that the provisions of this Section 7.4 shall not be construed as a limitation on the amount or scope of the obligations of Schaublin Swiss to indemnify Buyer under this Article VII; further, nothing contained herein or elsewhere shall be construed as providing that the right of Buyer of set-off pursuant to this Section 7.4 is the sole source of Buyer for recourse against Schaublin Swiss, it being understood that Schaublin Swiss shall remain fully liable hereunder in accordance with the provisions hereof notwithstanding the unavailability or exhaustion of such payment sources.
Satisfaction of Indemnity Claims. Buyer may not obtain satisfaction of any Indemnity Claim under Section 7.1, by way of set-off against any amounts owing by Buyer to the Seller, including amounts owing on account of the Receivables or owing in respect of the Buyer Note. In all events, and notwithstanding anything to the contrary contained in this Agreement, the Seller agrees and acknowledges that the provisions of this Section shall not be construed as a limitation on the amount or scope of the obligations of the Seller to indemnify Buyer under this Article 7; it being understood that the Seller shall remain fully liable hereunder in accordance with the provisions hereof notwithstanding the unavailability or exhaustion of such payment sources.
Satisfaction of Indemnity Claims. Notwithstanding any of the terms and conditions of this Agreement to the contrary, at Seller's option, amounts payable by Seller with respect to any indemnity claim brought under this Agreement, including Section 13 hereof, will be satisfied by either (i) the payment of cash, or (ii) a combination of the payment of cash and the conveyance of a portion of the Shares. If Seller elects subpart (ii), the shares reconveyed shall be valued at such share's initial par value; the value of shares conveyed with respect to any claim shall not exceed an amount equal to the "Preferred Percentage" multiplied by the amount of such claim. "Preferred Percentage" shall equal the Preferred Consideration (as such consideration may be increased in accordance with the terms of the Preferred Letter) divided by the Purchase Price.
Satisfaction of Indemnity Claims. The Parties acknowledge and agree that the obligations pursuant to Section 4.1(b) are joint and several obligations of the Selling Parties, on the one hand, and Purchasers, on the other hand.
Satisfaction of Indemnity Claims. 56 11.6 Adjustment to Merger Consideration..........................57
