Payment of Deficiencies. The Indemnifying Party hereby agrees to pay the amount of established Deficiencies within thirty (30) days after the establishment thereof. The amount of established Deficiencies shall be paid in cash. Any amounts not paid by the Indemnifying Party when due under this Section shall bear interest from and after the due date thereof until the date paid at a rate equal to the lesser of: (a) twelve percent (12%) per annum and (b) the highest legal rate permitted by applicable law. At the option of the Indemnitees, the Indemnitees may offset any Deficiency or any portion thereof that has not been paid by the Indemnifying Party to the Indemnitees against any obligation the Indemnitees, or any other Party to the Indemnitees against any obligation the Indemnitees, or any of them, may have to the Indemnifying Party arising out of a Deficiency established pursuant to Section 9.4 hereof.
Payment of Deficiencies. In the event that Buyer discovers any Deficiency, Buyer shall give written notice to Seller and the Shareholders of the nature and amount of the Deficiency. Seller and the Shareholders hereby agree to pay the amount of such Deficiency to Buyer in cash within thirty (30) days after written notice from Buyer which reasonably details the nature and amount of the Deficiency. Any amounts required to be paid which are not paid by Seller and the Shareholders when due under this Article 9 shall bear interest from the due date thereof until the date paid at a rate of interest per annum that is equal to the Prime Rate. At Buyer's option, Buyer may off-set any unpaid Deficiency or portion thereof against any obligation Buyer may have to any party hereto.
Payment of Deficiencies. The Shareholder hereby agrees to pay the amount of each established Deficiency to Buyer within five (5) days after the establishment thereof in cash or, at the election of the Shareholder, in shares of Buyer Stock at the rate of Six Dollars and Twenty-Five Cents ($6.25) per share, rounding off the result to the nearest full number of shares, subject to equitable adjustment for stock dividends, stock splits, stock distributions, share reclassifications, exchanges, mergers, consolidations or other changes in capitalization affecting the common stock of Buyer occurring after the Closing Date and prior to such payment date. Any amounts not paid by the Shareholder when due under this Section 11.4 shall bear interest from the due date thereof until the date paid at a rate equal to the lesser of twelve percent (12%) per annum or the highest legal rate permitted by applicable law.
Payment of Deficiencies. In the event that Seller or Stockholders ----------------------- discover any Deficiency, the Seller or Stockholders, as applicable, shall give written notice to the Indemnitor of the nature and amount of the Deficiency. If the Indemnitor, within a period of 15 business days after the giving of such notice by the Indemnitee, shall not give written notice to the Indemnitee announcing its intention to contest such assertion of the Indemnitee (such notice by the Indemnitor being hereinafter called the "Contest Notice"), such assertion of the Indemnitee shall be deemed accepted and the amount of the Deficiency shall be deemed established. The Indemnitor and the Indemnitee may agree in writing, at any time, as to the existence and amount of a Deficiency, and, upon the execution of such agreement, such Deficiency shall be deemed established. Any amounts required to be paid with respect to an established Deficiency but not paid by the Indemnitor within 10 business days after the Deficiency Payment Date shall bear interest from the Deficiency Payment Date until the date paid at a rate of 10% per annum.
Payment of Deficiencies. The indemnifying party hereby agrees to pay the amount of each established Deficiency to the indemnified party within five business days after the final establishment thereof. Any amounts not paid by the indemnifying party when due under this subsection 16(f) shall bear interest from the due date thereof until the date paid at a rate equal to the “prime rate” as published from time to time in The Wall Street Journal. At the option of the indemnifying party, the payment of any established Deficiency can be made in cash or in shares of common stock of Covalent which shall be valued at the Combination Price. If Covalent pays any deficiencies in shares of common stock it shall use commercially reasonable efforts to promptly register those shares with the SEC and under an effective Registration Statement.
Payment of Deficiencies. Subject to the limitations set forth in subsection (g), the indemnifyingparty hereby agree to pay in cash the amount of each established Deficiency to the indemnified party within five (5) business days after the final establishment thereof. Any amounts not paid by the indemnifying party when due under this subsection 15(f) shall bear interest from the due date thereof until the date paid at a rate equal to 3% over the “prime rate” as published from time to time in The Wall Street Journal.
Payment of Deficiencies. The Indemnifying Party hereby agrees to pay the amount of established Deficiencies within 15 days after the establishment thereof. The amount of established Deficiencies shall be paid in cash. At the option of the Indemnitees, the Indemnitees may offset any Deficiency or any portion thereof that has not been paid by the Indemnifying Party to the Indemnitees against any obligation the Indemnitees, or any of them, may have to the Indemnifying Party.
Payment of Deficiencies. The Indemnifying Party hereby agrees to pay the amount of established Deficiencies within thirty (30) days after the establishment thereof. The amount of established Deficiencies shall be paid in cash. Any amounts not paid by the INDEMNIFYING Party when due under this Section shall bear interest from and after the due date thereof until the date paid at a rate equal to the lesser of: (a) twelve percent (12%) per annum and (b) the highest legal rate permitted by applicable law. At the option of the Indemnitees, the Indemnitees may offset any Deficiency or any portion thereof that has not been paid by the Indemnifying Party to the Indemnitees against any obligation the Indemnitees, or any other Party to the Indemnitees against any obligation the Indemnitees, or any of them, may have to the Indemnifying Party arising out of a Deficiency established pursuant to Section 9.4 hereof.
Payment of Deficiencies. Each Indemnitor hereby agrees to pay the amount of established Deficiencies to the applicable Indemnified Party within twenty (20) days after the establishment thereof in cash. Any amounts not paid by an Indemnitor when due under this subparagraph shall bear interest from the due date thereof until the date paid at a rate equal to the prime rate, as reported from time to time in The Wall Street Journal, eastern edition. In the event one or more Deficiencies are established against the Shareholders, each Indemnitor Shareholder shall pay to the Indemnified Party his Proportionate Share of the Deficiencies, which payment may be made, at the election of the respective Indemnitor Shareholder, out of the Escrow Property in accordance with the terms and conditions of the Escrow Agreement (such "Proportionate Share" shall equal the percentage of the Deficiency equal to such Shareholder's percentage ownership interest in AGI as set forth on Annex I hereto, except in the case of a Deficiency arising from a breach by a Shareholder of a representation made as to such Shareholder in Article V hereof, in which event such Shareholder's Proportionate Share shall be 100% and the Proportionate Share of the other Shareholders shall be 0%). If an Indemnitor Shareholder does not elect to make payment out of the Escrow Property, SBI shall nonetheless have the right to offset the amount of such payment by a claim against the Escrow Property in accordance with the terms and conditions of the Escrow Agreement. SBI shall also have the right to offset any such Deficiencies not so paid against any payments to which such Indemnitor Shareholder may become entitled as Contingent Consideration. Any amount not collected from such Shareholder through the application of Escrow Property, offset or otherwise shall remain the personal obligation of that Shareholder. If such Indemnitor Shareholder would not have been entitled to receive funds in escrow which have been paid to SBI pursuant to this Section 8.4 (the "Deficiency Disqualified Amount") because the conditions to distribution of such funds would not have been satisfied, then such Indemnitor Shareholder shall remain liable to the Indemnified Party for an amount equal to the Deficiency Disqualified Amount.
Payment of Deficiencies. (i) If, within a period of 15 business days after the giving of written notice by Buyer or Parent, as applicable, of a Deficiency in the manner required under subparagraph 12(c), Indemnitor shall not give written notice to Buyer or Parent, as the case may be, announcing its intention to contest such assertion of Buyer or Parent, as the case may be, (such notice by the Indemnitor being hereinafter called the "Contest Notice"), such assertion of Buyer or Parent, as the case may be, shall be deemed accepted and the amount of the Deficiency shall be deemed established. In the event, however, that a Contest Notice is given to Buyer or Parent, as applicable, within said 15 day period, then the contested assertion of a Deficiency shall be settled by arbitration to be held in Wilmington, Delaware in accordance with the commercial arbitration rules of the American Arbitration Association then obtaining. The determination of the arbitrator(s) shall be delivered in writing to Stockholders and Buyer or Parent, as the case may be, and shall be final, binding and conclusive upon all of the parties hereto, and the amount of the Deficiency, if any, determined to exist by the arbitrator(s) shall be deemed established.
