Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article X, the Indemnifying Party shall satisfy its obligations within 15 Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such 15 Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to and including the date such payment has been made at a rate per annum equal to 5%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed.
Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE VII, the Indemnifying Party shall satisfy its obligations within fifteen (15) Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds.
Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article VIII, the Indemnifying Party shall satisfy its obligations within fifteen (15) Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such 15-Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to and including the date such payment has been made at a rate per annum equal to five percent (5%) per annum. Such interest shall be calculated daily on the basis of a 365-day year and the actual number of days elapsed.
Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to ARTICLE VI or this ARTICLE VIII, the Indemnifying Party shall satisfy its obligations within ten Business Days of such agreement or final, non-appealable adjudication, as provided for by Section 8.06(b) or by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such ten Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to and including the date such payment has been made at a rate per annum equal to five percent. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of calendar days elapsed, without compounding.
Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Section 9, the Indemnifying Party shall satisfy its obligations within thirty (30) days of such agreement or final, non-appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such thirty (30) day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to but excluding the date such payment has been made at a rate per annum equal to the then current annual interest rate in the financial institution where the Indemnification Escrow Agent deposits the Indemnification Escrow Fund. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed, without compounding.
Payments; Indemnification Escrow Fund. Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE VII, the Indemnifying Party shall satisfy its obligations within fifteen (15) Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such fifteen (15) Business Day period, any amounts payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to, and including, the date such payment has been made at a rate per annum equal to ten percent (10%). Such interest shall be calculated daily on the basis of a three hundred sixty-five (365) day year and the actual number of days elapsed. Any Losses payable to a Buyer Indemnitee pursuant to this ARTICLE VII shall be satisfied: (i) from the Indemnification Escrow Fund; and (ii) to the extent the amount of Losses exceeds the amounts available to the Buyer Indemnitee in the Indemnification Escrow Fund, from the Sellers. Without limiting the foregoing, Buyer shall have the right, but not the obligation, to offset all amounts owed to Buyer hereunder against any other amounts payable by Buyer to Sellers under this Agreement, including without limitation the payments of any Earn-Out pursuant to Section 2.06, or under any of the other agreements or instruments entered into in connection with the transactions contemplated herein.
Payments; Indemnification Escrow Fund. 52 Section 8.07 Tax Treatment of Indemnification Payments. 52 Section 8.08 Effect of Investigation. 53 Section 8.09 Exclusive Remedies. 53 ARTICLE IX TERMINATION 53 Section 9.01 Termination. 53 Section 9.02 Effect of Termination. 54 ARTICLE X MISCELLANEOUS 54 Section 10.01 Expenses. 54 Section 10.02 Notices. 55 Section 10.03 Interpretation. 55 Section 10.04 Headings. 56 Section 10.05 Severability. 56 Section 10.06 Entire Agreement. 56 Section 10.07 Successors and Assigns. 56 Section 10.08 No Third-Party Beneficiaries. 56
Payments; Indemnification Escrow Fund. 53 Section 9.07 Tax Treatment of Indemnification Payments. 53 Section 9.08 Liability of the Company. 53 Section 9.09 Exclusive Remedies. 54 ARTICLE X Seller representative 54 Section 10.01 Appointment and Powers. 54 Section 10.02 Reliance on Actions. 55 Section 10.03 Authority. 55 Section 10.04 Expenses. 56 ARTICLE X MISCELLANEOUS 56 Section 11.01 Expenses. 56 Section 11.02 Notices. 56 Section 11.03 Interpretation. 57 Section 11.04 Headings. 57 Section 11.05 Severability. 57 ii Section 11.06 Entire Agreement. 57 Section 11.07 Successors and Assigns. 58 Section 11.08 No Third-party Beneficiaries. 58 Section 11.09 Amendment and Modification; Waiver. 58 Section 11.10 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. 58 Section 11.11 Specific Performance. 59 Section 11.12 Counterparts. 59 iii STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement"), dated as of September 20, 2017, is entered into between Xxxxxxx X. Xxxxxx Revocable Trust, originally dated May 10, 2006, as amended and restated in its entirety on March 5, 2012, as amended from time to time ("X. Xxxxxx Trust"), Xxxxxxx X. Xxxxxx Revocable Trust, originally dated May 10, 2006, as amended and restated in its entirety on March 5, 2012, as amended from time to time ("X. Xxxxxx Trust" and, together with X. Xxxxxx Trust, "Sellers"), Xxxxxxx X. Xxxxxx ("X. Xxxxxx") and Xxxxxxx X. Xxxxxx (together with X. Xxxxxx, as individuals and as trustees of the Sellers, collectively, the "Trustees"), Absolute Consulting, Inc., a Florida corporation (the "Company"), GSE Performance Solutions, Inc., a Delaware corporation ("Buyer") and X. Xxxxxx, as a representative of all of the Sellers and Trustees (the "Seller Representative"). Sellers and the Trustees may be individually referred to as a "Seller Party" and, collectively, as the "Seller Parties." Sellers, the Trustees, the Company and Buyer may be individually referred to as a "Party" and, collectively, as the "Parties."
Payments; Indemnification Escrow Fund. (i) Once a Loss is agreed to by Seller and Purchaser or is otherwise finally adjudicated to be payable pursuant to this Section 9.3, Seller shall satisfy its obligations within 15 Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should Seller not make full payment of any such obligations within such 15 Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to and including the date such payment has been made at a rate per annum equal to 5%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed.
Payments; Indemnification Escrow Fund. (a) Once a Loss is agreed to by (i) the Stockholder Representative, if such Loss will be satisfied pursuant to Section 8.06(b)(i) below, (ii) a Stockholder or In-Money Optionholders, if the Loss will be satisfied pursuant to Section 8.06(b)(ii) below, or (iii) Parent, if the Loss will be satisfied by the Parent, or finally adjudicated to be payable pursuant to this Article VIII, the Stockholder Representative (only to the extent such Loss will be satisfied pursuant to Section 8.06(b)(i) below), Stockholder or In-Money Optionholders, or Parent, as applicable, shall satisfy its obligations within ten (10) Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds.
