Settlement of Indemnification Claims. If a recipient of a ------------------------------------ Notice of Claim desires to dispute such claim, it shall, within thirty (30) days after receipt of the Notice of Claim, give counternotice, setting forth the basis for disputing such claim, to Parent or the Shareholders, as the case may be. If no such counternotice is given within such thirty (30) day period, or if Parent or the Shareholders, as the case may be, acknowledges liability for indemnification, then the amount claimed shall be promptly satisfied as provided in Section 10.7. If, within thirty (30) days after the receipt of counternotice by Parent or the Shareholders, as the case may be, the Shareholders and Parent shall not have reached agreement as to the claim in question, then the party disputing the claim shall satisfy any undisputed amount as specified in Section 10.7 and the disputed amount of the claim of indemnification shall be submitted to and settled by arbitration in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association. Such arbitration shall be held in the Atlanta, Georgia area before a panel of three (3) arbitrators, one selected by each of the parties and the third selected by mutual agreement of the first two, and all of whom shall be independent and impartial under the rules of the American Arbitration Association. The decision of the arbitrators shall be final and binding as to any matter submitted under this Agreement. To the extent the decision of the arbitrators is that a party shall be indemnified hereunder, the amount shall be satisfied as provided in Section 10.7. Judgment upon any award rendered by the arbitrators may be entered in any court of competent jurisdiction. The date of the arbitrator's decision or the date a claim otherwise becomes payable pursuant to this Section 10.6 is referred to as the "Determination Date."
Settlement of Indemnification Claims. 43 Section 11.7 Manner of Indemnification by the Company and Shareholders................... 44 Section 11.8
Settlement of Indemnification Claims. If a recipient of a Notice of ------------------------------------ Claim desires to dispute such claim, it shall, within thirty (30) days after receipt of the Notice of Claim, give counter-notice, setting forth the basis for disputing such claim, to the Shareholders, as the case may be. If no such counter-notice is given within such thirty (30) day period, or if Purchaser or the Shareholders, as the case may be, acknowledge liability for indemnification, then the amount claimed shall be promptly satisfied as provided in Section 11.7. If, within thirty (30) days after the receipt of counter-notice by Purchaser or the Shareholders, as the case may be, the Shareholders and the Purchaser shall not have reached agreement as to the claim in question, then the Party disputing the claim shall satisfy any undisputed amount as specified in Section 11.7 and the disputed amount of the claim of indemnification shall be submitted to and settled by arbitration in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association. Such
Settlement of Indemnification Claims. Settlement of any claims for indemnification pursuant to this Section 11 shall be made through the delivery by the Sullivans and/or the Xxxxxxxx Trusts of that number of shares of Perma-Fix Common Stock determined by dividing the total amount of indemnification due and owing from the Sullivans and/or the Xxxxxxxx Trusts to Perma-Fix by the average of the closing sale prices per share of Perma-Fix Common Stock as reported on the NASDAQ for five consecutive trading days ending with the trading day immediately prior to the Effective Time.
Settlement of Indemnification Claims. 38 Section 11.8. Certain Limitations............................................................... 38 ARTICLE 12. MISCELLANEOUS........................................................................... 39 Section 12.1. Expenses.......................................................................... 39 Section 12.2. Notices........................................................................... 39 Section 12.3. Parties in Interest............................................................... 40 Section 12.4. Entire Agreement.................................................................. 40 Section 12.5. Counterparts...................................................................... 40 Section 12.6. Governing Law..................................................................... 41 Section 12.7. Arbitration....................................................................... 41 Section 12.8. Invalidity of any Part............................................................ 41 Section 12.9. Time of the Essence; Computation of Time.......................................... 41 Asset Purchase Agreement - Page iv ASSET CONTRIBUTION AGREEMENT ---------------------------- THIS ASSET CONTRIBUTION AGREEMENT (this "Agreement") is dated and effective as of September 3, 1999, by and among THE INTERCEPT GROUP, INC., a Georgia corporation ("InterCept"), NETZEE, Inc., a Georgia corporation (the "Company"), and THE BANKERS BANK, a Georgia banking corporation (the "Transferor"). InterCept, the Company, and the Transferor are hereinafter collectively called the "Parties."
Settlement of Indemnification Claims. 41 Section 9.7 Manner of Indemnification by the Company......................................................42 Section 9.8 Certain Limitations...........................................................................42 Section 9.9 Subrogation...................................................................................42 Section 9.10 Escrow........................................................................................42 Section 9.11 Company Representative........................................................................43
Settlement of Indemnification Claims. Notwithstanding anything herein to the contrary, any indemnifiable Losses hereunder shall not be settled in cash, but rather shall be settled as follows:
Settlement of Indemnification Claims. 42 9.8 MANNER OF INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 9.9
Settlement of Indemnification Claims. In addition to any notices ------------------------------------ required under Section 10.6 of the Merger Agreement, at least ten (10) days prior to settling any claim with respect to which Mac-Gray is seeking indemnification (or such shorter period as is then consented to by the Stockholder Representative and GECC), Mac-Gray shall give the Stockholder Representative and GECC written notice thereof, which notice shall describe the material terms of such settlement.
Settlement of Indemnification Claims. If a recipient of a Notice of ------------------------------------ Claim desires to dispute such claim, it shall, within thirty (30) days after receipt of the Notice of Claim, give counter-notice, setting forth the basis for disputing such claim, to Purchaser or the Members, as the case may be. If no such counter-notice is given within such thirty (30) day period, or if Purchaser or the Members, as the case may be, acknowledge liability for indemnification, then the amount claimed shall be promptly satisfied as provided in Section 11.8. ------------ If, within thirty (30) days after the receipt of counter-notice by Purchaser or the Members, as the
