Security for Indemnification Obligation. As security for the indemnification obligations contained in this Article V, ViaSource shall hereby set aside and hold, and the Company and the Shareholders hereby grant a security interest in (i) the shares represented by, the certificates representing the Held Back Shares issued pursuant to this Agreement and (ii) the Note. The ViaSource Indemnitees may set off against the Held Back Shares and/or the Note, as determined by the ViaSource Indemnitees in their sole and absolute discretion, the Indemnifiable Damages for which the Company or the Shareholders may be responsible pursuant to this Agreement subject, however, to the following terms and conditions:
(a) The ViaSource Indemnitees shall give written notice to the Company of any claim for Indemnifiable Damages which notice shall set forth (i) the amount of Indemnifiable Damages which the ViaSource Indemnitees claims to have sustained by reason thereof, and (ii) the basis of such claim;
(b) Such set off shall be effected on the later to occur on the expiration of 10 days from the date of such notice (the "Notice of Contest Period") or, if such claim is contested, the date the dispute is resolved, and such set off, if taken with respect to the Held Back Shares, shall be charged proportionally against the shares set aside; and
(c) For purposes of any set off against the Held Back Shares pursuant to this Article V, the shares of ViaSource Common Stock shall be valued at $2.75 per share.
(d) The Company, in its sole discretion, may elect to satisfy its obligations for Indemnifiable Damages by making payments to ViaSource in immediately available funds in accordance with this Section 5.3.
Security for Indemnification Obligation. If any matter as to which the Purchaser or the Company, as the case may be, or any other indemnified person shall have asserted a claim under this Article or otherwise against an indemnifying person on or before either Closing Date is pending or unresolved at the time any payment is due from the Purchaser or the Company, as the case may be, under any Transaction Document, the Purchaser or the Company, as the case may be, shall have the right, in addition to other rights and remedies (whether under the Transaction Document or applicable law), to withhold from the payment an amount equal to the amount of the claim until the matter is resolved. The Purchaser or the Company, as the case may be, shall act as agent for each of the other indemnified persons entitled to any payment under this Article. If it is finally determined that a claim is indemnifiable under this Article or is otherwise payable by the indemnifying person, the amount of the claim may be offset against the retained payments as of the date the retained payment was withheld and the remainder, if any, of the retained payment shall be delivered to the indemnifying person pursuant to the applicable Transaction Document together with interest on the remainder payable from the date the retained payment was withheld until the remainder is paid at the rate of 8.0% per annum.
Security for Indemnification Obligation. No Limitation on Other Rights of Recovery . . . . . . . 56
Security for Indemnification Obligation. 36 6.8 Collection of Receivables.......................36
Security for Indemnification Obligation. As security for the indemnification obligations contained in this Article V, Medical Manager shall hereby set aside and hold, and the Company and the Shareholder hereby grant a security interest in the Held Back Funds. Medical Manager may set off against the Held Back Funds the Indemnifiable Damages for which the Company or the Shareholder may be responsible pursuant to this Agreement subject, however, to the following terms and conditions:
(a) Medical Manager shall give written notice to the Company of any claim for Indemnifiable Damages which notice shall set forth (i) the amount of Indemnifiable Damages which Medical Manager claims to have sustained by reason thereof, and (ii) the basis of such claim;
(b) Such set off shall be effected on the later to occur on the expiration of 10 days from the date of such notice (the "Notice of Contest Period") or, if such claim is contested, the date the dispute is resolved, and such set off shall be charged proportionally against the Held Back Funds;
Security for Indemnification Obligation. (a) As security for Sellers’ indemnification obligations under this Article 7, Buyer shall hereby set aside and hold, and the Sellers hereby grant to Buyer a security interest in the Held Back Amount. Buyer may set off against and recoup from the Held Back Amount the indemnifiable damages for which the Sellers may be responsible pursuant to this Agreement.
(b) Provided that there are not any then outstanding, unresolved written indemnification claims from Buyer, Buyer shall release to Seller Representative 25% of the Held Back Amount on the 30th, 60th, 90th, and 120th day anniversary of the Closing Date.
Security for Indemnification Obligation. As security (the "INDEMNIFICATION SECURITY") for the agreement by SVPC and the Shareholders to indemnify and hold Buyer harmless as described in Section 6.1, CSI shall have the right to offset any Indemnifiable Damages against the amounts due SVPC pursuant to the Subordinated Note.
Security for Indemnification Obligation. As security for the Indemnitors’ performance of their indemnification obligations as set forth herein, the Indemnitors hereby deliver to Xxxxx, Figa & Will, P.C. a share certificate in the name of the Indemnitors, with a stock power executed by the Indemnitors in blank, with their signature medallion guaranteed, which Xxxxx, Figa & Will, P.C. will hold in escrow until directed by joint instruction signed by (i) either of the Indemnitors and (ii) either Xxxx Xxxxxx or Xxxxxx Streets on behalf of the Indemnitees. Xxxxx, Figa & Will, P.C. will have no liability with respect to holding the certificate or responding in accordance with directions received that are signed in accordance with the foregoing.
Security for Indemnification Obligation. As security for the indemnification obligations contained in this ARTICLE VIII, at the Closing, Medical Manager Northeast shall set aside and hold, and each of the Companies and the Shareholder hereby grant a security interest in the shares represented by, the certificates representing the Held Back Shares issued pursuant to this Agreement. Medical Manager Northeast may set off against the Held Back Shares any loss, damage, cost or expense for which each of the Companies or the Shareholder may be responsible pursuant to this Agreement (including without limitation, any Indemnifiable Damages) whether or not indemnified pursuant to this ARTICLE VIII, subject, however, to the following terms and conditions:
(a) Medical Manager Northeast shall give written notice to each of the Companies of any claim for Indemnifiable Damages or any other damages hereunder, which notice shall set forth (i) the amount of Indemnifiable Damages or other loss, damage, cost or expense which Medical Manager Northeast claims to have sustained by reason thereof, and (ii) the basis of such claim;
(b) Such set off shall be effected on the later to occur on the expiration of 10 days from the date of such notice (the "Notice of Contest Period") or, if such claim is
Security for Indemnification Obligation. As security (the "INDEMNIFICATION SECURITY") for the agreement by each of the Companies and the Shareholder to indemnify and hold Buyer harmless as described in Section 9.1, MTLM shall have the right to offset any Indemnifiable Damages against the amounts held pursuant to the Escrow Agreements, subject to the provisions of the Escrow Agreements as to agreement or final decision in legal proceedings before release of funds, and provided that the amounts held pursuant the Cleanup Escrow Agreement shall only be used to offset those Indemnifiable Damages resulting from the Cleanup Liability. Notwithstanding any provision of this Agreement or the Escrow Agreement to the contrary, the obligations of each of the Companies and the Shareholder to indemnify and hold MTLM harmless with respect to the Cleanup Liability shall not be limited to the amounts held pursuant to the Cleanup Escrow Agreement. The administration, investment and release of funds held pursuant to the Escrow Agreements shall, to the extent not inconsistent with this Agreement, be governed by the terms of the Escrow Agreements.
