Security for Indemnity. The Corporation and Stockholder hereby agree that in the event either Omega or OHSI is entitled to indemnification pursuant to the provisions of this Article IX and either the Corporation or Stockholder does not pay to Omega or OHSI the amount due hereunder, then Omega or OHSI shall be entitled to exercise those rights set forth in that certain Stock Pledge and Escrow Agreement, dated as of September 30, 1997, by and among Omega, OHSI, and Stockholder.
Security for Indemnity. The TALL Stockholders hereby agree that in the event (i) any final judgment is rendered in favor of SCN, (ii) SCN is entitled to indemnification pursuant to the provisions of this Agreement, and (iii) the TALL Stockholders do not pay to SCN the amount due hereunder, then SCN shall have the right to redeem any SCN Share then owned by the TALL Stockholders pursuant to the terms of the Stockholder's Agreement.
Security for Indemnity. To secure their respective indemnity obligations hereunder, each Partner hereby grants to the partnership and to the other Partner, pursuant to Article IX of the Uniform Commercial Code, a security interest in their respective right, title and interest in and to the Partnership, and under the Partnership Agreement, including all present and future rights to any profits, payments, distributions, or other rights to payment arising under or in connection with the Partnership Agreement (the "Collateral"); provided, however, that for so long as a Partner is not in default of any of its indemnity obligations hereunder, that Partner may receive all payments or distributions to which its is entitled as Partner of the Partnership. In the event a Partner is in default under its indemnity obligation, to the extent such default may be cured by the payment of money, the Partnership may, at the request of the non-defaulting Partner, make such payment and pay to the non-defaulting Partner the next available funds which would otherwise have been distributed to the defaulting Partner, up to an amount which will make the non-defaulting Partner whole, together with interest thereon from the date paid by the Partnership until reimbursed to the other Partner at the rate of 2% in excess of the Prime Rate. Alternatively, if such loss is incurred by the other Partner, such other Partner shall be entitled to receive all subsequent distributions otherwise payable to the defaulting Partner until the non-defaulting Partner has recovered the full amount of its loss together with interest at the rate of 2% in excess of the Prime Rate. Neither Partner will transfer or assign, grant a security interest in or otherwise dispose of its respective interests as debtor in and to the Collateral and will maintain the Collateral free and clear of all other liens, claims and security interests whatsoever. Provided that a Partner has discharged its respective obligations under and is not otherwise in default of its obligations hereunder, and is not the subject of any bankruptcy or insolvency proceeding, this security interest shall terminate only upon the settlement of all debts and claims outstanding with respect to the dissolution of the Partnership. Each Partner shall furnish to the Partnership and the other Partner, upon request, duly executed UCC1 financing statements covering the Collateral and such other documents, certifications and instruments as requested by the Partnership or the other P...
Security for Indemnity. To secure the indemnity under this Agreement and certain other agreements, Buyer is entitled to exercise its rights set forth in that certain Stock Pledge and Escrow Agreement, dated as of August 29, 1997, to which both Buyer and Seller are parties.
Security for Indemnity. To secure the indemnity under this Agreement and certain other agreements, Omega and OHSI are entitled to exercise their rights set forth in that certain Stock Pledge and Escrow Agreement, dated as of the Closing Date, to which OHSI, Omega and Stockholder are parties.
Security for Indemnity. The Princeton Stockholders hereby agree that in the event (i) any final judgement is rendered in favor of SCN, (ii) SCN is entitled to indemnification pursuant to the provisions of this Agreement and (iii) the Princeton Stockholders do not pay SCN the amount due hereunder, then SCN shall have the right to redeem any SCN Share currently owned by the Princeton Stockholders pursuant to the terms of the Stockholder's Agreement.
Security for Indemnity. The Exchanger Members hereby agree that in the event (i) any final judgment is rendered in favor of SCN, (ii) SCN is entitled to indemnification pursuant to the provisions of this Agreement and (iii) the Exchanger Members do not pay to SCN the amount due hereunder, then SCN shall have the right to redeem any SCN Share then owned by the Exchanger Members pursuant to the terms of the Stockholder's Agreement.
Security for Indemnity. As security for the indemnification by the Company and the Stockholder, the parties have established an escrow fund pursuant to the Escrow Agreement and RW has been granted the right of payment into the escrow fund as provided in Section 2.02(c).
Security for Indemnity. As security for the indemnification by the Stockholders, the parties have established the Escrow Fund pursuant to the Escrow Agreement. Buyer shall also have the right to offset up to an aggregate of $666,667 (the "Aggregate Offset Amount") against amounts payable under the Notes. Subject to the limitations set forth in Section 9.6 below, and the procedures set forth in Section 9.7 below, any indemnity obligation of the Stockholders pursuant to Section 9.2 shall be allocated (i) proportionally between the Escrow Fund and the Aggregate Offset Amount and (ii) among the Stockholders based upon each Stockholder's proportionate interest in the Aggregate Offset Amount and the Escrow Fund; provided, however, that the Stockholders shall be jointly and severally liable for any indemnification obligations that exceed the Escrow Fund and Aggregate Offset Amount. Subject to the limitations set forth in Section 9.6 below, and the procedures set forth in Section 9.7 below, any indemnity obligation of a Stockholder pursuant to Section 9.3 shall be satisfied initially from such Stockholder's proportionate interest in the Aggregate Offset Amount and the Escrow Fund; provided, however, that such Stockholder shall be personally liable for any indemnification obligations that exceeds his or its proportionate interest in the Escrow Fund and Aggregate Offset Amount.
Security for Indemnity. ADC hereby agrees that in the event Purchaser is entitled to indemnification pursuant to the provisions of this Article X and ADC does not pay to Purchaser the amount due hereunder, then Purchaser shall be entitled to offset such amount against monies collected by Purchaser on behalf of ADC pursuant to the Service Agreement or any other monies due from Purchaser to ADC. Such right of offset shall be exercised in the manner set forth in Section 1.7 hereof.
