Security for the Indemnification Obligation. Each Seller hereby agrees that, subject to the following provisions of this SECTION 12.6, any claims for indemnification by the Purchaser against the Sellers (or any of them) hereunder may be satisfied by the Purchaser by recourse against the Escrow Shares pursuant to the terms of the Escrow Agreement. All payments for indemnifiable damages made pursuant to this Article XII (including the cancellation of any Escrow Shares) shall be treated as adjustments to the Purchase Price. If the Escrow Shares are insufficient to set off any claim for indemnifiable damages made hereunder (or have been delivered to the holders prior to the making or resolution of such claim), then the Purchaser may take any action or exercise any remedy available to it against the Sellers by appropriate legal proceedings to collect such indemnifiable damages. To the extent the Escrow Shares are sufficient in value to cover all of the Purchaser's indemnification claims, then the Purchaser agrees to first seek indemnification against the Escrow Shares prior to seeking redress against any of the Seller's other assets.
Security for the Indemnification Obligation. (a) The parties hereby agrees that, subject to the following provisions of this Section 12.6, any Claims for indemnification by the Purchasers against the Sellers hereunder shall be satisfied by the Purchasers solely by recourse against the Escrow Funds pursuant to the terms of the Escrow Agreement. All payments for indemnifiable damages made pursuant to this Article XII shall be treated as adjustments to the Purchase Price.
Security for the Indemnification Obligation. As security for the indemnification obligations contained in this Article IX, at the Closing, Republic shall set aside and hold certificates representing the Held Back Shares issued pursuant to this Agreement. Republic may set off against the Held Back Shares any Indemnifiable Damages, subject, however, to the following terms and conditions:
Security for the Indemnification Obligation. As a security for the indemnification obligations contained in this Section 10, at the Closing, HomeSeekers shall set aside and hold certificates representing One Million Five Hundred Thousand Dollars of the HomeSeekers Shares into which the ISG Shares are converted pursuant to Section 2.1(b) of this Agreement (the "Held Back Shares"), based on the average closing sale price of a share of HomeSeekers Common Stock as quoted on the Nasdaq Stock Market ("Nasdaq") for the ten (10) consecutive trading days which precede the day immediately prior to the Closing Date, and the Principal Shareholders hereby grant HomeSeekers a first priority security interest in such Held Back Shares. HomeSeekers may set off against the Held Back Shares any Indemnifiable Damages, subject to the following terms and conditions:
Security for the Indemnification Obligation. (a) Seller hereby agrees that, subject to the following provisions of this Section 13.6, any Claims for indemnification by Buyer or Parent against Seller or any Shareholder (or any of them) hereunder may be satisfied by Buyer or Parent, as the case may be, by recourse against the Escrow Stock pursuant to the terms of the Escrow Agreement. All payments for indemnifiable damages made pursuant to this Article 13 (including the cancellation of any Escrow Shares) shall be treated as adjustments to the Purchase Price. If the Escrow Stock is insufficient to set off any Claim for indemnifiable damages made hereunder (or have been delivered to the holders prior to the making or resolution of such Claim), then Buyer and Parent may take any action or exercise any remedy available to it against Seller or the Shareholders by appropriate legal proceedings to collect such indemnifiable damages. To the extent the Escrow Stock is sufficient in value to cover the claimed amount of all of Buyer's or Parent's indemnification Claims, then Buyer and Parent agree to first seek indemnification against the Escrow Stock prior to seeking redress against any of the Seller's or any Shareholder's other assets.
Security for the Indemnification Obligation. If any Indemnitor fails to comply with its obligations to make cash payments to an Indemnitee in an aggregate amount sufficient to reimburse the Indemnitee for all losses resulting from an indemnified Claim, the Indemnitee may pursue any and all rights and remedies against the Indemnitor available in law or in equity, subject only to the limitations set forth in Section 12.2 above. In addition, and not in limitation of or in substitution for the foregoing, in the event the Purchaser or the Parent is the Indemnitee, the Purchaser or the Parent may either (i) cancel shares of Parent Common Stock retained by the breaching Indemnitors or (ii) reduce the amount to be paid pursuant to the applicable Earn-Out due that year.
Security for the Indemnification Obligation. (a) Subject to the limitations contained in this Article 9, any claims for indemnification by a Purchaser Indemnified Party against the Seller Parties (or any of them, and including the Company in the event of a pre-Closing indemnification claim) pursuant to Sections 9.3(a) or 9.3(b) other than arising out of or resulting from a Breach of a Fundamental Representation or a Breach of a Tax Representation or Fraud, will be satisfied first from the portion of the General Escrow Funds, if any, then held and not previously distributed pursuant to the terms of the Escrow Agreement (and the Seller will promptly execute and deliver any necessary instructions to or for the Escrow Agent in this regard) and thereafter by the R&W Insurance Policy; provided, that in the event of a pre-Closing indemnification claim, such claim will be satisfied by the Company in cash.
Security for the Indemnification Obligation. (a) Subject to the limitations contained in this Article VIII, Sellers and Buyer hereby agree that, subject to the following provisions of this Section 8.6, any Actions for indemnification by Sellers Indemnified Parties against Sellers (or any of them) hereunder shall be satisfied first out of the portion of the Escrow Fund, if any, then held and not previously distributed pursuant to the terms of the Escrow Agreement. All payments for indemnifiable Damages made pursuant to this Article VIII shall be treated as adjustments to the Purchase Price. If Sellers have an obligation to provide indemnification pursuant to the terms and conditions, and subject to the limitations, contained in this Article VIII in excess of the then remaining Escrow Fund, then Buyer may take any action or exercise any remedy available to it against Sellers by appropriate legal proceedings to collect such indemnifiable Damages.
Security for the Indemnification Obligation. As security for the indemnification obligations contained in this ARTICLE V, at the Closing, the Buyer shall set aside and hold certificates representing the Held Back Shares issued pursuant to this Agreement. The Buyer may set off against the Held Back Shares any Indemnifiable Damages, subject, however, to the following terms and conditions:
Security for the Indemnification Obligation. (a) Subject to the limitations contained in this Article 9, any claims for indemnification by a Purchaser Indemnified Party against the Stockholders (or any of them, and including the Company in the event of a pre-Closing indemnification claim) pursuant to Section 9.3 will be satisfied by the applicable Stockholders in cash; provided that the Purchaser Indemnified Parties will be entitled to recover Losses equal to the amount of the Stockholder Deductible as provided under Section 9.2(a).
