Common use of SECURITY FOR THE SHAREHOLDERS' INDEMNIFICATION OBLIGATION Clause in Contracts

SECURITY FOR THE SHAREHOLDERS' INDEMNIFICATION OBLIGATION. As security for the agreement by the Shareholders to indemnify and hold Republic harmless as described in Sections 9.1, at the Closing, Republic shall set aside and hold certificates representing the Held Back Shares issued pursuant to this Agreement. (a) Republic may set off against the Held Back Shares any loss, damage, cost or expense for which the Shareholders may be responsible pursuant to this Agreement (including without limitation, any Indemnifiable Damages for which the Shareholders may be responsible pursuant to this Agreement) whether or not indemnified pursuant to Section 9.1 of this Agreement, subject, however, to the following terms and conditions: (1) Republic shall give written notice to the Shareholders 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 Republic claims to have sustained by reason thereof, and (ii) the basis of such claim; (2) 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 shares set aside; (3) If, prior to the expiration of the Notice of Contest Period, the Shareholders shall notify Republic in writing of an intention to dispute the claim and if such dispute is not resolved within 30 days after expiration of such period (the "Resolution Period"), then Republic may elect that such dispute shall be resolved by a committee of three arbitrators (one appointed by the Shareholders, one appointed by Republic and one appointed by the two arbitrators so appointed), which shall be appointed within 60 days after the expiration of the Resolution Period. The arbitrators shall abide by the rules of the American Arbitration Association and their decision shall be made within 45 days of being appointed and shall be final and binding on all parties; (4) As soon as the Held Back Shares are registered and any restrictions on sale imposed under Rule 145 of the Securities Act are terminated, the Shareholders may instruct Republic 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 Republic pursuant to any claim hereunder subject to continued compliance with any applicable securities and other regulations; and (5) For purposes of this Section 9.2, the shares of Republic Common Stock not sold as provided in clause (4) of this Section 9.2 shall be valued at the Average Closing Sale Price. (b) Except with respect to shares transferred pursuant to the foregoing right of setoff (and in the case of such shares, until the same are transferred), all Held Back Shares shall be deemed to be owned by the Shareholders and the Shareholders shall be entitled to vote the same; provided, however, that, there shall also be deposited with Republic subject to the terms of this Section 9.2, all shares of Republic Common Stock issued to the Shareholders as a result of any stock dividend or stock split and all cash issuable to the Shareholders as a result of any cash dividend, with respect to the Held Back Shares. All stock and cash issued or paid upon Held Back Shares shall be distributed to the person or entity entitled to receive such Held Back Shares together with such Held Back Shares. (c) Republic agrees to deliver to the Shareholders no later than the first anniversary of the Effective Time any Held Back Shares then held by it (or proceeds from the Held Back Shares) unless there then remains unresolved any claim for Indemnifiable Damages or other damages hereunder as to which notice has been given, in which event any Held Back Shares remaining on deposit (or proceeds from the sale of Held Back Shares) after such claim shall have been satisfied shall be returned to the Shareholders promptly after the time of satisfaction.

SECURITY FOR THE SHAREHOLDERS' INDEMNIFICATION OBLIGATION. As security for the agreement by the Shareholders to indemnify and hold Republic harmless as described indemnification obligations contained in Sections 9.1this ARTICLE XI, at the Closing, Republic AVS shall set aside and hold hold, and the Shareholders hereby grant a security interest in the shares represented by, the certificates representing the Held Back Shares issued pursuant to this Agreement. (a) Republic . AVS may set off against the Held Back Shares any loss, damage, cost or expense for which the Shareholders may be responsible pursuant to this Agreement (including without limitation, any Indemnifiable Damages for which the Shareholders may be responsible pursuant to this Agreement) whether or not indemnified pursuant to Section 9.1 of this AgreementARTICLE XI, subject, however, to the following terms and conditions: (1a) Republic AVS shall give written notice to the Shareholders 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 Republic AVS claims to have sustained by reason thereof, and (ii) the basis of such claim; (2b) 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 regarding the amount of the set off is resolved, and such set off shall be charged proportionally against the shares set aside; (3c) If, prior to the expiration For purposes of the Notice of Contest Period, the Shareholders shall notify Republic in writing of an intention to dispute the claim and if such dispute is not resolved within 30 days after expiration of such period (the "Resolution Period"), then Republic may elect that such dispute shall be resolved by a committee of three arbitrators (one appointed by the Shareholders, one appointed by Republic and one appointed by the two arbitrators so appointed), which shall be appointed within 60 days after the expiration of the Resolution Period. The arbitrators shall abide by the rules of the American Arbitration Association and their decision shall be made within 45 days of being appointed and shall be final and binding on all parties; (4) As soon as any set off against the Held Back Shares are registered and any restrictions on sale imposed under Rule 145 of the Securities Act are terminated, the Shareholders may instruct Republic 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 Republic pursuant to any claim hereunder subject to continued compliance with any applicable securities and other regulations; and (5) For purposes of this Section 9.2Article, the shares of Republic AVS Common Stock not sold as provided in clause (4) of this Section 9.2 shall be valued at the Average Closing Sale Price.; (d) Any claim disputing the amount of a setoff as provided in (b) Except above, may be submitted to arbitration in accordance with respect to shares transferred pursuant to the foregoing right of setoff (and in the case of such shares, until the same are transferred), all Held Back Shares shall be deemed to be owned by the Shareholders and the Shareholders shall be entitled to vote the same; provided, however, that, there shall also be deposited with Republic subject to the terms of this Section 9.2, all shares of Republic Common Stock issued to the Shareholders as a result of any stock dividend or stock split and all cash issuable to the Shareholders as a result of any cash dividend, with respect to the Held Back Shares. All stock and cash issued or paid upon Held Back Shares shall be distributed to the person or entity entitled to receive such Held Back Shares together with such Held Back Shares. (c) Republic agrees to deliver to the Shareholders no later than the first anniversary rules of the Effective Time any Held Back Shares then held by it (or proceeds from the Held Back Shares) unless there then remains unresolved any claim for Indemnifiable Damages or other damages hereunder as to which notice has been given, in which event any Held Back Shares remaining on deposit (or proceeds from the sale of Held Back Shares) after such claim shall have been satisfied shall be returned to the Shareholders promptly after the time of satisfactionAmerican Arbitration Association.

SECURITY FOR THE SHAREHOLDERS' INDEMNIFICATION OBLIGATION. As security for the agreement by the Shareholders to indemnify and hold Republic harmless as described in Sections 9.1, this Article at the Closing, Republic shall set aside and hold certificates representing the Held Back Shares issued pursuant to this Agreement. (a) . The Shareholders hereby grant Republic a first priority security interest in the Held Back Shares. Republic may set off against the Held Back Shares any loss, damage, cost or expense for which the Shareholders may be responsible pursuant to this Agreement (including without limitation, any Indemnifiable Damages for which the Shareholders may be responsible pursuant to this Agreement) whether or not indemnified pursuant to Section 9.1 of this Agreement, subject, however, to the following terms and conditions: (1a) Republic shall give written notice to the Shareholders 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 Republic claims to have sustained by reason thereof, and (ii) the basis of such claim; (2b) Such Unless the Indemnifiable Damages arise from a claim of a third party with respect to which (i) the Shareholders have agreed in writing to assume the defense of and pay all resulting costs, liabilities, judgments or settlements thereunder and (ii) Republic has previously consented in writing to such arrangement, which consent is in the sole discretion of Republic, then 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 shares set aside; (3c) If, prior to the expiration of the Notice of Contest Period, the Shareholders shall notify Republic in writing of an intention to dispute the claim and if such dispute is not resolved within 30 days after expiration of such period (the "Resolution Period"), then Republic may elect that such dispute shall be resolved by a committee of three arbitrators (one appointed by the Shareholders, one appointed by Republic and one appointed by the two arbitrators so appointed), which shall be appointed within 60 days after the expiration of the Resolution Period. The arbitrators shall abide by the rules of the American Arbitration Association and their decision shall be made within 45 days of being appointed and shall be final and binding on all parties; (4) As soon as the Held Back Shares are registered and any restrictions on sale imposed under Rule 145 of the Securities Act are terminated, the Shareholders may instruct Republic 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 Republic pursuant to any claim hereunder subject to continued compliance with any applicable securities and other regulations; and (5) For purposes of this Section 9.2, the shares of Republic Common Stock not sold as provided in clause (4) of this Section 9.2 shall be valued at the Average Closing Sale Price. (b) Except with respect to shares transferred pursuant to the foregoing right of setoff (and in the case of such shares, until the same are transferred), all Held Back Shares shall be deemed to be owned by the Shareholders and the Shareholders shall be entitled to vote the same; provided, however, that, there shall also be deposited with Republic subject to the terms of this Section 9.2, all shares of Republic Common Stock issued to the Shareholders as a result of any stock dividend or stock split and all cash issuable to the Shareholders as a result of any cash dividend, with respect to the Held Back Shares. All stock and cash issued or paid upon Held Back Shares shall be distributed to the person or entity entitled to receive such Held Back Shares together with such Held Back Shares. (c) Republic agrees to deliver to the Shareholders no later than the first anniversary of the Effective Time any Held Back Shares then held by it (or proceeds from the Held Back Shares) unless there then remains unresolved any claim for Indemnifiable Damages or other damages hereunder as to which notice has been given, in which event any Held Back Shares remaining on deposit (or proceeds from the sale of Held Back Shares) after such claim shall have been satisfied shall be returned to the Shareholders promptly after the time of satisfaction.their

SECURITY FOR THE SHAREHOLDERS' INDEMNIFICATION OBLIGATION. As security for the agreement by the Shareholders to indemnify and hold Republic harmless as described in Sections 9.1, this Article at the Closing, Republic shall set aside and hold certificates representing the Held Back Shares issued pursuant to this Agreement. (a) . The Shareholders hereby grant Republic a first priority security interest in the Held Back Shares. Republic may set off against the Held Back Shares any loss, damage, cost or expense for which the Shareholders may be responsible pursuant to this Agreement (including without limitation, any Indemnifiable Damages for which the Shareholders may be responsible pursuant to this Agreement) whether or not indemnified pursuant to Section 9.1 of this Agreement, subject, however, to the following terms and conditions: (1a) Republic shall give written notice to the Shareholders 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 Republic claims to have sustained by reason thereof, and (ii) the basis of such claimclaim with reasonable specificity; (2b) Such set off shall be effected on the later to occur on the expiration of 10 20 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 shares set asideagainstthe Held Back Shares; (3c) If, prior to the expiration of the Notice of Contest Period, the Shareholders shall notify Republic in writing of an intention to dispute the claim and if such dispute is not resolved within 30 days after expiration of such period (the "Resolution Period"), then Republic may elect that such dispute shall be resolved by a committee pursuant to the terms of three arbitrators (one appointed by the Shareholders, one appointed by Republic and one appointed by the two arbitrators so appointed), which shall be appointed within 60 days after the expiration of the Resolution Period. The arbitrators shall abide by the rules of the American Arbitration Association and their decision shall be made within 45 days of being appointed and shall be final and binding on all partiesSection 8.11 hereof; (4d) As soon as the Held Back Shares are registered and After any restrictions on sale imposed under Rule 145 of the Securities Act or otherwise are terminated, the Shareholders may may, not more than once during each twelve (12) month period in which Republic holds the Held Back shares following the Effective Date, instruct Republic in writing to sell some or all of the Held Back Shares and the net proceeds thereof shall be substituted for such Held Back Shares and held in any set off to be made an interest bearing account as directed by Republic pursuant to any claim hereunder the Shareholders, subject to continued compliance with any applicable securities SEC and other regulations; and. Republic shall not be liable for any loss or damage incurred by the Shareholders arising from any delay in the sale of such Held Back Shares following the Shareholders' instruction to sell the Held Back Shares unless such delay shall be unreasonable in nature. (5e) For purposes of this Section 9.2Article, the shares of Republic Common Stock not sold as provided in clause (4d) of this Section 9.2 shall be valued at the Average Closing Sale Price. (b) Except with respect to shares transferred pursuant to the foregoing right of setoff (and in the case of such shares, until the same are transferred), all Held Back Shares shall be deemed to be owned by the Shareholders and the Shareholders shall be entitled to vote the same; provided, however, that, there shall also be deposited with Republic subject to the terms of this Section 9.2, all shares of Republic Common Stock issued to the Shareholders as a result of any stock dividend or stock split and all cash issuable to the Shareholders as a result of any cash dividend, with respect to the Held Back Shares. All stock and cash issued or paid upon Held Back Shares shall be distributed to the person or entity entitled to receive such Held Back Shares together with such Held Back Shares. (c) Republic agrees to deliver to the Shareholders no later than the first anniversary of the Effective Time any Held Back Shares then held by it (or proceeds from the Held Back Shares) unless there then remains unresolved any claim for Indemnifiable Damages or other damages hereunder as to which notice has been given, in which event any Held Back Shares remaining on deposit (or proceeds from the sale of Held Back Shares) after such claim shall have been satisfied shall be returned to the Shareholders promptly after the time of satisfaction.

SECURITY FOR THE SHAREHOLDERS' INDEMNIFICATION OBLIGATION. As --------------------------------------------------------- security for the agreement by the Shareholders to protect, defend, indemnify and hold Republic the United Companies harmless as described in Sections 9.1, this Article at the Closing, Republic shall the Shareholders do hereby grant a first priority security interest in, and pledge and instruct the United Companies to set aside and hold hold, certificates representing the Held Back Shares issued pursuant to this Agreement. (a) Republic . The United Companies may set off against the Held Back Shares any loss, damage, cost or expense for which the Shareholders may be responsible pursuant to this Agreement (including without limitation, any Indemnifiable Damages for which the Shareholders may be responsible pursuant to this Agreement) whether or not indemnified pursuant to Section 9.1 of this Agreement, subject, however, to the following terms and conditions: (1a) Republic The United Companies shall give written notice to the Shareholders 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 Republic claims the United Companies claim to have sustained by reason thereof, and (ii) the basis of such claimclaim (the "Claim Notice"); (2b) Such set off The Shareholders shall be effected on notify the later United Companies in writing of an intention to occur on the expiration of 10 dispute any claim within ten (10) business days from the date of such notice any Claim Notice (the "Notice of Contest Period"). If the Shareholders fail to provide the United Companies such written notice within the Notice of Contest Period or if any such dispute is not resolved within thirty (30) ordays after expiration of the Notice of Contest Period, if such claim is contested, then the United Companies may take any action or exercise any remedy available to it by appropriate legal proceedings to collect the Indemnifiable Damages; (c) Any set off against the Held Back Shares shall be effected on (i) the date on which a court of competent jurisdiction issues a final non- appealable judgment or award or (ii) the dispute is resolveddate on which the parties enter into a mutually satisfactory settlement agreement (the "Final Resolution"), and such set off shall be charged proportionally against the shares set asideHeld Back Shares; (3d) If, prior Notwithstanding anything to the expiration of the Notice of Contest Periodcontrary set forth in this Article, the Shareholders shall notify Republic have the right to pay any Indemnifiable Damages ------- in writing cash (by wire transfer of an intention to dispute the claim and if such dispute is not resolved immediately available funds) within 30 days after expiration of such period thirty (the "Resolution Period"), then Republic may elect that such dispute shall be resolved by a committee of three arbitrators (one appointed by the Shareholders, one appointed by Republic and one appointed by the two arbitrators so appointed), which shall be appointed within 60 days after the expiration of the Resolution Period. The arbitrators shall abide by the rules of the American Arbitration Association and their decision shall be made within 45 30) days of being appointed and a Final Resolution, whereupon the United Companies shall be final and binding on all parties; (4) As soon as the Held Back Shares are registered and any restrictions on sale imposed under Rule 145 of the Securities Act are terminated, promptly release to the Shareholders may instruct Republic to sell some or all such amount of the Held Back Shares and Shares, valued in accordance with Section 9.3(e), equal -------------- to such cash payment; provided, that if the net proceeds thereof Shareholders fail to pay any -------- Indemnifiable Damages in cash within such thirty day period, the parties agree that any Indemnifiable Damages shall be substituted for such satisfied first out of any Held Back Shares in any set off to be made Shares, if any, held by Republic pursuant to any claim hereunder subject to continued compliance with any applicable securities and other regulationsthe United Companies; and (5e) For purposes of this Section 9.2Article, the shares of Republic United Common Stock not sold as provided in clause (4) of this Section 9.2 shall be valued at the Average Closing Sale Price. (b) Except with respect to shares transferred pursuant to the foregoing right of setoff (and in the case of such shares, until the same are transferred), all Held Back Shares shall be deemed to be owned by the Shareholders and the Shareholders shall be entitled to vote the same; provided, however, that, there shall also be deposited with Republic subject to the terms of this Section 9.2, all shares of Republic Common Stock issued to the Shareholders as a result of any stock dividend or stock split and all cash issuable to the Shareholders as a result of any cash dividend, with respect to the Held Back Shares. All stock and cash issued or paid upon Held Back Shares shall be distributed to the person or entity entitled to receive such Held Back Shares together with such Held Back Shares. (c) Republic agrees to deliver to the Shareholders no later than the first anniversary of the Effective Time any Held Back Shares then held by it (or proceeds from the Held Back Shares) unless there then remains unresolved any claim for Indemnifiable Damages or other damages hereunder as to which notice has been given, in which event any Held Back Shares remaining on deposit (or proceeds from the sale of Held Back Shares) after such claim shall have been satisfied shall be returned to the Shareholders promptly after the time of satisfaction.

SECURITY FOR THE SHAREHOLDERS' INDEMNIFICATION OBLIGATION. As security for the agreement by the Shareholders to indemnify and hold Republic harmless as described in Sections 9.1, this Article at the Closing, the Shareholders do hereby grant a security interest in, pledge and instruct Republic shall to set aside and hold certificates representing the Held Back Shares issued pursuant to this Agreement. (a) . Republic may set off against the Held Back Shares (or against any loss, damage, cost or expense for which the Shareholders may be responsible pursuant to this Agreement Cash Collateral (including without limitation, defined below)) any Indemnifiable Damages for which the Shareholders may be responsible pursuant to this Agreement) whether or not indemnified pursuant to Section 9.1 of this Agreement, subject, however, to the following terms and conditions: (1a) Republic shall give written notice to the Shareholders of any claim for Indemnifiable Damages or any other damages hereunder, which notice shall set forth forth: (i) the amount of Indemnifiable Damages or other loss, damage, cost or expense which Republic claims to have sustained by reason thereof, ; and (ii) the basis of such claim; (2b) 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 Period") or, if such claim is contested, the date the dispute is resolved, and such set off shall be charged proportionally against the shares set aside; (3c) If, prior to the expiration of the Notice of Contest Period, the Shareholders shall notify Republic in writing of an intention to dispute the claim and if such dispute is not resolved within 30 days after expiration of such period (the "Resolution Period"), then Republic may elect that such dispute shall be resolved by a committee of three arbitrators (one appointed by the Shareholders, one appointed by Republic and one appointed by the two arbitrators so appointed), which shall be appointed within 60 days after the expiration of the Resolution Period. The arbitrators shall abide by the rules of the American Arbitration Association and their decision shall be made within 45 days of being appointed and shall be final and binding on all partiesin accordance with Section 13.10 below; (4d) As soon as After the Held Back Shares are registered and any restrictions on sale imposed under Rule 145 of the Securities Act or otherwise are terminated, the Shareholders may may, not more than once during the twelve (12) month period following the Effective Date, instruct Republic in writing to sell some or all of the Held Back Shares and Republic shall utilize reasonable efforts to promptly sell the Held Back Shares following such written instruction and the net proceeds ("Cash Collateral") thereof shall be substituted for such Held Back Shares in any set off to be made by Republic pursuant to any claim hereunder hereunder, subject to continued compliance with any applicable securities SEC requirements dealing with pooling of interests and other regulations; and applicable regulations (5) For purposes of this Section 9.2, the shares of Republic Common Stock not sold as provided in clause (4) of this Section 9.2 any Cash Collateral shall be valued at the Average Closing Sale Price. (b) Except with respect to shares transferred pursuant to the foregoing right of setoff (and in the case of such shares, until the same are transferred), all Held Back Shares shall be deemed to be owned by the Shareholders and the Shareholders shall be entitled to vote the same; provided, however, that, there shall also be deposited with a financial institution in such manner as Republic subject shall reasonably determine necessary to retain its rights to the terms of this Section 9.2, all shares of Republic Common Stock issued Cash Collateral as security for any Indemnifiable Damages; provided that any Cash Collateral shall be deposited in an interest bearing account or invested in United States Government or Agency obligations reasonably acceptable to the Shareholders as a result of any stock dividend or stock split and all cash issuable to the Shareholders as a result of any cash dividend, with respect to the Held Back Shares. All stock and cash issued or paid upon Held Back Shares shall be distributed to the person or entity entitled to receive such Held Back Shares together with such Held Back Shares. (c) Republic agrees to deliver to the Shareholders no later than the first anniversary of the Effective Time any Held Back Shares then held by it (or proceeds from the Held Back Shares) unless there then remains unresolved any claim for Indemnifiable Damages or other damages hereunder as to which notice has been given, in which event any Held Back Shares remaining on deposit (or proceeds from the sale of Held Back Shares) after such claim shall have been satisfied shall be returned to the Shareholders promptly after the time of satisfaction.Shareholders); and