Common use of Security for the Indemnification Obligation Clause in Contracts

Security for the Indemnification Obligation. Each Seller hereby agrees that, subject to the following provisions of this SECTION 12.6, any claims for indemnification by the Purchaser against the Sellers (or any of them) hereunder may be satisfied by the Purchaser by recourse against the Escrow Shares pursuant to the terms of the Escrow Agreement. All payments for indemnifiable damages made pursuant to this Article XII (including the cancellation of any Escrow Shares) shall be treated as adjustments to the Purchase Price. If the Escrow Shares are insufficient to set off any claim for indemnifiable damages made hereunder (or have been delivered to the holders prior to the making or resolution of such claim), then the Purchaser may take any action or exercise any remedy available to it against the Sellers by appropriate legal proceedings to collect such indemnifiable damages. To the extent the Escrow Shares are sufficient in value to cover all of the Purchaser's indemnification claims, then the Purchaser agrees to first seek indemnification against the Escrow Shares prior to seeking redress against any of the Seller's other assets.

Security for the Indemnification Obligation. (a) Each Seller Controlling Stockholder hereby agrees that, subject to the following provisions of this SECTION 12.6Section 9.4, any claims Claims for indemnification by the Purchaser Thane or any Affiliate thereof against the Sellers Corporation and/or the Controlling Stockholders (or any of them) hereunder may be satisfied by the Purchaser Thane or such Affiliate solely by recourse against the Escrow Shares pursuant to the terms of the Escrow Agreement. All payments for indemnifiable damages made pursuant to this Article XII (including Agreement based on the cancellation fair market value of any Escrow Shares) shall be treated as adjustments to the Purchase Pricea share of Thane Common Stock. If the Escrow Shares are insufficient to set off any claim Claim for indemnifiable damages made hereunder (or have been delivered to the holders prior to the making or resolution of such claimClaim), then the Purchaser Thane or any Affiliate thereof may take any action or exercise any remedy available to it against the Sellers Controlling Stockholders by appropriate legal proceedings to collect such indemnifiable damages. To the extent the Escrow Shares are sufficient in value to cover the claimed amount of all of the Purchaser's indemnification claimsClaims, then the Purchaser Thane agrees to first seek indemnification against the Escrow Shares prior to seeking redress against any of the Seller's Controlling Stockholders' other assets.

Security for the Indemnification Obligation. Each Seller hereby ------------------------------------------- agrees that, subject to the following provisions of this SECTION 12.6Section 6.6, any claims for indemnification by Purchaser or the Purchaser Acquisition Sub against the Sellers (or any of them) hereunder may shall first be satisfied by the Purchaser and Acquisition Sub by recourse against the Escrow Hold-Back Shares pursuant to the terms of the Escrow Agreement. All payments for indemnifiable damages made pursuant to this Article XII (including the cancellation of any Escrow Shares) VI shall be treated as adjustments to the Purchase Price. If the value of the Hold-Back Shares in Escrow Shares are is insufficient to set off any claim for indemnifiable damages made hereunder (or have been delivered to the holders prior to the making or resolution of such claim), then Purchaser and Acquisition Sub may, subject to the Purchaser may limitations set forth herein and in Section 6.2(b), take any action or exercise any remedy available to it them against the Sellers by appropriate legal proceedings to collect such indemnifiable damages. To the extent the Escrow Hold-Back Shares are sufficient in value to cover all of the Purchaser's and Acquisition Sub's indemnification claims, then Purchaser and Acquisition Sub agree that, other than with respect to liabilities relating to Taxes and Environmental Matters, in each case consistent with the Purchaser agrees to first seek indemnification against the Escrow Shares prior to seeking redress limitations set forth Section 6.2(b) hereof, and absent fraud or intentional misrepresentation, they shall not pursue recourse personally against any of the Seller's other assetsSellers.