Satisfaction of Indemnification Obligations. Any indemnity payable pursuant to this Article 8 shall be paid within the later of (a) ten (10) days after the indemnified party's request therefor or (b) ten (10) days prior to the date on which the Loss upon which the indemnity is based is required to be satisfied by the indemnified party.
Satisfaction of Indemnification Obligations. Parent and Merger Sub agree that all Damages shall be satisfied as follows:
Satisfaction of Indemnification Obligations. (a) Upon the final determination of the Indemnifying Party’s obligation to indemnify any Indemnified Party for any Losses pursuant to this Article VII, the Indemnifying Party shall be required, at the sole and exclusive election of Spotify (if TME is the Indemnifying Party) or TME (if Spotify is the Indemnifying Party), to either (i) make a cash payment to the Indemnified Party (or another Person designated by Spotify or TME, as applicable, in its sole and absolute discretion) by wire transfer of immediately available funds or (ii)(A) if TME is the Indemnifying Party, cause TME Hong Kong to sell, transfer, assign, convey and deliver to Spotify (or another Person designated by Spotify in its sole and absolute discretion) all or a portion of any Spotify Securities owned beneficially or of record by the Indemnifying Party or its controlled Affiliates in exchange and as consideration for the satisfaction of TME’s indemnification obligation for such Losses and (B) if Spotify is the Indemnifying Party, cause Spotify AB to sell, transfer, assign, convey and deliver to TME (or another Person designated by TME in its sole and absolute discretion) all or a portion of any TME Securities owned beneficially or of record by the Indemnifying Party or its controlled Affiliates in exchange and as consideration for the satisfaction of Spotify’s indemnification obligation for such Losses (it being understood that the Indemnified Party shall have the right to elect to have its Losses indemnified by a cash payment, the sale, transfer, assignment, conveyance and delivery of Spotify Securities or TME Securities, as applicable, or a combination thereof, in each case, to satisfy the aggregate amount of Losses that the Indemnified Party is entitled to be indemnified for hereunder).
Satisfaction of Indemnification Obligations. Any indemnity payable pursuant to this Section 5 shall be paid not later than thirty (30) days following the later of (a) the Indemnified Party's request therefor or (b) a final non-appealable determination of Loss, but in any event such payment shall be made not later than ten (10) days prior to the date on which the Loss upon which the indemnity is based is required to be satisfied by the Indemnified Party, if applicable.
Satisfaction of Indemnification Obligations. Buyer agrees that all indemnifiable Damages shall be satisfied as follows:
Satisfaction of Indemnification Obligations. In order to satisfy the ------------------------------------------- indemnification obligations set forth in Section 7.1 above, a Buyer Indemnified Party shall have the right (in addition to collecting directly from the Seller and the Founders) to set off its indemnification claims against the Contingent Payments (whether or not then due and payable) by depositing the amount of such claims in an interest bearing escrow account with a mutually agreed third party until a final determination is made with respect to the merit of such indemnification claims pursuant to Section 8.11.
Satisfaction of Indemnification Obligations. Subject to the ------------------------------------------- procedures set forth above, claims for indemnified Losses shall be satisfied as follows:
Satisfaction of Indemnification Obligations. Notwithstanding any provision of this Agreement to the contrary: (i) any indemnification for Damages to which any Buyer Indemnified Party is entitled pursuant to Section 8.02(a)(i) with respect to Warranty Breaches, other than Damages arising from a Warranty Breach of a Seller Party Fundamental Representation or of Section 3.11, shall be satisfied solely and exclusively by offset against any Contingent Payment that is owed and has not yet been paid by Buyer to Seller (each, a “Milestone Set-Off”); and (ii) any other indemnification for Damages to which any Buyer Indemnified Party is entitled pursuant to Section 8.02(a)(i) may, at Buyer’s election, be satisfied by a Milestone Set-Off; provided in each case that any Milestone Set-Off in respect of an indemnification claim shall be subject to the applicable limitations on the rights to indemnification of the Buyer Indemnified Parties set forth in Section 8.02(a), and provided, further, that no Milestone Set-Off shall be made against any payment of Contingent Payment that is due and owing to Seller until the Damages for such indemnification claim have been finally determined. Buyer shall have the right to withhold such portion of any Contingent Payment that would otherwise be payable hereunder during the pendency of any unresolved claim for indemnification hereunder, in such amount as Buyer shall, in its reasonable discretion, determine is necessary to cover the amount of Damages subject to such claim (or if such amount is not CONFIDENTIAL TREATMENT HAS BEEN REQUESTED known, Buyer’s reasonable good faith estimate thereof) until such claim is fully and finally resolved in accordance with the terms hereof. For any Milestone Set-Off in respect of an indemnification claim, once such claim is finally determined in accordance with Article 8 and the other terms of this Agreement, if the Damages determined to be payable to the Buyer Indemnified Party in respect of such claim are less than the amount of the corresponding Milestone Set-Off (any such difference, an “Excess Milestone Set-Off Amount”), then Buyer shall promptly pay the Excess Milestone Set-Off Amount to Seller plus interest accruing on such amount on a daily basis, from and including the date such amount was withheld from the applicable Contingent Payment but excluding the date the payment is received by Seller from Buyer, at a rate per annum equal to the then prevailing U.S. Prime Rate as published by the Wall Street Journal plus 2%.
Satisfaction of Indemnification Obligations. All indemnification obligations of the Company may be satisfied, at the sole option of the Purchaser, either by (a) the delivery of cash, (b) the issuance to Purchaser of additional shares of Common Stock, valued at a price per share equal to $1.02 or (c) issuance of a promissory note by the Company (which such note shall contain such terms and provisions acceptable to the Purchaser in its sole discretion).
Satisfaction of Indemnification Obligations. The obligations of indemnification shall be satisfied within forty-five (45) days after written notice thereof from the Purchaser to the Vendors. Upon obtaining knowledge thereof, Purchaser shall promptly notify the Vendors of any claim or demand which the Purchaser has determined has given or could give rise to a right of indemnity under this Agreement. If such claim or demand relates to a claim or demand asserted by a third party against the Digital and HPB (“Third Party Claim”), the Vendors shall have the right to defend the same at their own cost and expense with counsel of their own selection, provided that:
