Satisfaction of Indemnification Claims. Any amounts owed by the Stockholders to an Indemnified Party pursuant to this Article VIII will be paid by the Stockholders, on a joint and several basis (except for liabilities arising from a violation of the representations contained in Section 3.03 or the covenants contained in Section 5.11, which such liabilities shall be borne by each Stockholder individually), from the following assets in the following order: (i) by reducing the Contingent Payments (if any) payable to the Stockholders under the terms of this Agreement, (ii) by payments made by the Retained Entities to NSAP and (iii) by the Stockholders' remittance to NSAP of NSAP Common Stock or the Series A Preferred Shares (valued at a price per share equal to the average of the Closing price per share of NSAP Common Stock on the New York Stock Exchange for the 20 consecutive trading days ending 5 days prior to the date of such remittance) previously issued to them under this Agreement or acquired otherwise and held pursuant to the Stockholders' Escrow Agreement (as defined); provided, however, that all claims shall be satisfied against these assets in the order in which they are enumerated above in that no Indemnified Party may make a claim against any of the assets enumerated in clause (ii) or (iii) until the assets enumerated in the preceding clause or clauses, as the case may be, shall have been exhausted. To satisfy any amounts due under subsection (iii) of the immediately preceding sentence, the Stockholders hereby agree to enter into an escrow agreement (the "Stockholders' Escrow Agreement") with NSAP pursuant to which the Stockholders will collectively, according to their percentage ownership interest in the NSI Shares, place an aggregate amount of NSAP Common Stock equal to U.S. $70,000,000 (to be calculated according the Average NSAP Common Stock Price at Closing) into an escrow account and that such NSAP Common Stock may not be sold or otherwise transferred by the Stockholders prior to the expiration of the indemnification provisions under Article VIII of this Agreement.
Satisfaction of Indemnification Claims. All indemnification obligations pursuant to Article X shall be paid within a reasonable period of time after a claim for indemnification has been made and its validity finally determined.
Satisfaction of Indemnification Claims. In each case where the Company is required to provide indemnification pursuant to this Section 6, and there is insufficient capital in the Company to meet the Company’s indemnification obligation under this Section 6, taking into account the Company’s future cash needs, as reasonably determined by the Board of Directors, the Majority Purchasers may elect (but shall not be required to elect) to have the Company issue up to a number of shares of Series A Preferred Stock equal to the amount of indemnification owed (or such portion thereof as elected by the Majority Purchasers in its sole discretion) divided
Satisfaction of Indemnification Claims. In the event that (a) the Stockholders' Representative shall not have objected to the amount claimed by an Indemnified Party for indemnification with respect to any Loss in accordance with the procedures set forth in the Escrow Agreement or (b) the Stockholders' Representative shall have delivered notice of its disagreement as to the amount of any indemnification requested by an Indemnified Party and either (i) the Stockholders' Representative and the Indemnified Party shall have, subsequent to the giving of such notice, mutually agreed that the Stockholders are obligated to indemnify the Indemnified Party for a specified amount and shall have so jointly notified the Escrow Agent or (ii) a final nonappealable judgment shall have been rendered by a court having jurisdiction over the matters relating to such claim by the Indemnified Party for indemnification from the Stockholders and the Escrow Agent shall have received, in the case of clause (i) above, written instructions from the Stockholders' Representative and the Indemnified Party or, in the case of clause (ii) above, a copy of the final nonappealable judgment of the court, the Escrow Agent shall deliver to the Indemnified Party from the Escrow Fund (as defined in the Escrow Agreement) any amount determined to be owed to the Indemnified Party under this Article VII in accordance with the Escrow Agreement. Each of Nu Skin and each of the Stockholders acknowledge and agree that with respect to the Escrow Shares held by the Escrow Agent pursuant to the Escrow Agreement, for purposes of determining the number of Escrow Shares necessary to satisfy a Loss, each such Escrow Share shall be valued at $23.00.
Satisfaction of Indemnification Claims. If Seller shall acknowledge and agree in writing, or it is finally determined pursuant to the dispute resolution procedures set forth in Article X hereof, that an Indemnitee is entitled to indemnification hereunder in respect of Losses incurred by such Indemnitee (the date of such acknowledgement and agreement or determination, the “Claim Determination Date”), Seller shall make payment in respect of such Losses within five (5) days following the Claim Determination Date (i) by delivering to such Indemnitee that number of shares of Buyer Stock equal in value to the amount of the Losses to be indemnified hereunder or, at the option of Buyer, (ii) by reducing the principal amount of the Promissory Notes outstanding, and any interest accrued thereon, by the amount of such Losses. Further, at the option of Buyer, the indemnifiable Losses of any Indemnitee may be satisfied by Buyer withholding from any future Earn-Out Share Award to which Seller is entitled that number of Earn-Out Shares equal in value to the amount of the indemnifiable Losses of such Indemnitee. For purposes of calculating the number of shares of Buyer Stock necessary to satisfy the Losses of an Indemnitee as described in this Section 8.5, each share of Buyer Stock shall be valued using the Applicable Stock Price.
Satisfaction of Indemnification Claims. (i) PBT shall have the right to claw back, and WinWin shall forever forfeit, that number of PBT Shares issued to WinWin, at a deemed value per share of $5.00 (as adjusted for stock splits, stock dividends, stock combinations and similar events, the “PBT Share Deemed Value”)) that are sufficient to reimburse PBT and its affiliates and Representatives for all Damages incurred, set forth in a Claim Notice and not disputed within ten business days of delivering to WinWin the notice that details such Damages, in satisfaction of WinWin’s indemnification obligations under Section 14(c). The claw back and forfeiture of such PBT Shares shall operate for all purposes as a complete discharge of PBT’s obligation to make any payment, provide any benefit or afford any right to WinWin to the extent such payment, benefit or right would be owing as a result of WinWin’s ownership of the PBT Shares that were clawed back and forfeited.
Satisfaction of Indemnification Claims. 75 SECTION 7.04. Tax Characterization...........................................76
Satisfaction of Indemnification Claims. 57 8.5 Limitation on Indemnification ............................................................................. 58 8.6 Assertion of Claims.............................................................................................. 61 8.7 Tax Treatment ...................................................................................................... 63 8.8 Construction of Representations and Warranties ................................................. 63 8.9 Exclusivity ........................................................................................................... 63
Satisfaction of Indemnification Claims. Any claim by any of the Seller Indemnified Parties for Losses under Section 11.3 shall be payable by Buyer in cash, by wire transfer, check or other method acceptable to the Seller Indemnified Parties. Any claim by any of the Buyer Indemnified Parties for Losses under Section 11.2 shall be payable by Seller in cash, by wire transfer, check or other method acceptable to the Buyer Indemnified Parties.
Satisfaction of Indemnification Claims. Subject to the provisions of this Article XIV, including this Section 14.5(d), any indemnification of any Indemnified Parties pursuant to this Article XIV or for other amounts payable by any Indemnifying Parties under this Agreement shall be effected promptly (and, in any event, within two Business Days after a determination that the Indemnified Party is entitled to indemnification pursuant to Section 14.5(b)) by wire transfer of immediately available funds from the Indemnifying Parties or the Escrow Agent, if applicable, to an account designated by the Indemnified Party.
