Common use of Security for Indemnification Obligation Clause in Contracts

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. As security for the indemnification obligations contained in this Article VARTICLE VIII, ViaSource at the Closing, Medical Manager 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 NoteAgreement. The ViaSource Indemnitees Medical Manager may set off against the Held Back Shares and/or the Noteany loss, as determined by the ViaSource Indemnitees in their sole and absolute discretiondamage, the Indemnifiable Damages cost or expense for which the Company or the Shareholders 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) The ViaSource Indemnitees Medical Manager shall give written notice to the Company 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 the ViaSource Indemnitees 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, if taken with respect to the Held Back Shares, off shall be charged proportionally against the shares set aside; (c) After any restrictions on the sale of the Held Back Shares imposed under the Securities Act or otherwise are terminated, the Company may, not more than once during any calendar year, instruct Medical Manager to sell some or all of the Held Back Shares and the net proceeds thereof shall be substituted for such Held Back Shares in any set off to be made by Medical Manager pursuant to any claim hereunder subject to continued compliance with any applicable SEC and other regulations; and (cd) For purposes of any set off against the Held Back Shares pursuant to this Article VARTICLE VIII, the shares of ViaSource Medical Manager Common Stock not sold as provided in clause (c) of this Section shall be valued at $2.75 per sharethe Average Closing Sale Price. (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. As security for the indemnification obligations contained in this Article VVIII, ViaSource at the Closing, Medical Manager shall hereby set aside and hold, and the Company and the Shareholders Shareholder 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 NoteAgreement. The ViaSource Indemnitees Medical Manager may set off against the Held Back Shares and/or the Noteany loss, as determined by the ViaSource Indemnitees in their sole and absolute discretiondamage, the Indemnifiable Damages cost or expense for which the Company or the Shareholders 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) The ViaSource Indemnitees Medical Manager shall give written notice to the Company 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 the ViaSource Indemnitees 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, if taken with respect to the Held Back Shares, off shall be charged proportionally against the shares set aside; (c) After any restrictions on sale imposed under the Securities Act or otherwise are terminated, the Company may, not more than once during any calendar year, instruct Medical Manager to sell some or all of the Held Back Shares and the net proceeds thereof shall be substituted for such Held Back Shares in any set off to be made by Medical Manager pursuant to any claim hereunder subject to continued compliance with any applicable SEC and other regulations; and (cd) For purposes of any set off against the Held Back Shares pursuant to this Article VVIII, the shares of ViaSource Medical Manager Common Stock not sold as provided in clause (c) of this Section shall be valued at $2.75 per sharethe Average Closing Sale Price. (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. As security for the indemnification obligations contained in this Article VSection 9.1 (a) and (b), ViaSource 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 Viasource Indemnitees may shall set off against the Held Back Shares and/or and the NoteNote pro rata in accordance with the Shareholders' percentage ownership reflected in Schedule 2.1 hereof, during the Hold Back Period (as determined by the ViaSource Indemnitees defined in their sole and absolute discretionSection 9.6), 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 Viasource Indemnitees shall give written notice to the Company Shareholders of any claim for Indemnifiable Damages which notice shall set forth (i) the amount of Indemnifiable Damages which the ViaSource 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 30 days from the date of such notice (the "Notice of Contest PeriodNOTICE OF CONTEST PERIOD") or, if such claim is contested, the date the dispute is resolved, and such set off, if taken shall be charged pro rata (in accordance with respect to the Shareholders' percentage ownership reflected in Schedule 2.1 hereof) against the Held Back Shares; (c) If, prior to the expiration of the Notice of Contest Period, the Shareholders shall be charged proportionally against notify Viasource in writing of an intention to dispute the shares set asideclaim and if such dispute is not resolved within thirty (30) days after expiration of such period, then Viasource may take any action or exercise any remedy available to it by appropriate legal proceedings to collect the Indemnifiable Damages; and (cd) For purposes of any set off against the Held Back Shares pursuant to this Article VIX, the shares of ViaSource Viasource Common Stock and the shares of Viasource Preferred Stock shall be valued at $2.75 10.00 per share. (de) The CompanyAny set off against the Aggregate Consideration received by John X. Xxxxxx xxx Chrixxx Xxxxxx (xxe "Clareys") prior to the closing of an Initial Public Offering (as hereinafter defined) shall be made pro rata between the value of the Held Back Shares and the Notes subject to a maximum of thirty-three percent (33%) of each of the Held Back Shares and the Notes. Any prepayment of the Notes during the Hold Back Period shall be conditioned upon the Clareys, in its sole discretionproviding to Viasource, may elect to satisfy its obligations for Indemnifiable Damages by making payments set aside and hold pursuant to ViaSource in immediately available funds in accordance with this Section 5.39.4, additional shares of Viasource Common Stock so that Viasource continues to hold back thirty-three percent (33%) Aggregate Consideration received by the Clareys during the Hold Back Period.

Security for Indemnification Obligation. As security for the indemnification obligations contained in this Article V, ViaSource shall hereby set aside and hold, and the each 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 either 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 Companies 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 3.50 per share. (d) The CompanyCompanies or the Shareholders, in its their sole discretion, may elect to satisfy its their obligations for Indemnifiable Damages by making payments to ViaSource in immediately available funds funds, which may include an agreement to set-off such an amount against the Note, in accordance with this Section 5.3.

Security for Indemnification Obligation. As security for the --------------------------------------- indemnification obligations contained in this Article V6, ViaSource at the Closing, the Buyer shall hereby set aside and hold, and the Company and the Shareholders Seller hereby grant grants a security interest in (i) the shares represented byin, the certificates representing the Held Back Shares issued pursuant to this Agreement and (ii) the NoteShares. The ViaSource Indemnitees Buyer may set off against the Held Back Shares and/or the Noteany loss, as determined by the ViaSource Indemnitees in their sole and absolute discretiondamage, the Indemnifiable Damages cost or expense for which the Company or the Shareholders Seller may be responsible pursuant to this Agreement (including without limitation, any Damages) indemnified pursuant to this Article 6, subject, however, to the following terms and conditions: (a) The ViaSource Indemnitees Buyer shall give written notice to the Company Seller (or following the Seller's liquidation, Blue Rock and the Stockholder Representative) of any claim for Indemnifiable Damages or any other damages hereunder against which it plans to apply Held Back Shares, which notice shall set forth (i) the amount of Indemnifiable Damages or other loss, damage, cost or expense which the ViaSource Indemnitees Buyer claims to have sustained by reason thereof, and (ii) the basis of such claim;claim in reasonable detail. (b) Such set off To contest any such claim, the Seller, or Blue Rock and the Stockholder Representative, as the case may be, shall be effected on deliver written notice to the later to occur on Buyer within ten (10) business days after the expiration Buyer gives its notice of 10 days from claim. In the date event of such notice (the "Notice of Contest Period") or, if such claim is contestedcontest, the date parties shall attempt to resolve the claim between themselves. Any dispute is resolved, and such set off, if taken with respect to the any proposed setoff of Held Back Shares, Shares that cannot be resolved between the parties shall be charged proportionally against submitted to binding arbitration in the shares set aside; andCity of Boston in accordance with the rules and procedures of the American Arbitration Association, before a single arbitrator who will be reasonably familiar with the computer software industry. Judgment upon any award made in such arbitration may be entered and enforced in any court of competent jurisdiction. (c) For A claim, or any part thereof, shall become a "Final Claim" upon any one of the following events: (i) the Seller, or Blue Rock and the Stockholder Representative, as the case may be, fails to timely contest the claim or such part pursuant to Section 6.5(b) above, in which case the Final Claim shall equal the amount of the claim or such part; (ii) the claim or any art thereof is settled by written agreement signed by the Seller, or Blue Rock and the Stockholder Representative, as the case may be, and the Buyer, in which case the Final Claim shall equal the amount set forth in such agreement; or (iii) there shall be a final decision of the arbitrator(s), in which case the Final Claim shall equal the amount awarded by such tribunal. (d) If and when a claim, or any part thereof, becomes a Final Claim, for the purposes of any set set-off against the Held Back Shares pursuant to this Article V6, the shares value of ViaSource a Held Back Share shall be the closing sale price of a share of the Dataware Common Stock shall be valued at $2.75 per shareas reported on the Nasdaq National Market on the last trading day before the date on which the claim became a Final Claim. (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.