Indemnification Set Off. Notwithstanding anything to the contrary, if ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ fails to make all or a portion of an applicable indemnification payment to the Class A Member (or the election of the Class A Member, the Company) under the Purchase Agreement, the Managers shall be required, at the election of the Class A Member, to pay any Net Distributable Proceeds otherwise distributable to the Class B Member under Section 3.01 directly to the Class A Member (or to retain such amounts in the Company) in the amount of the defaulted amount until such time as such defaulted amount is fully satisfied.
Appears in 2 contracts
Sources: Operating Agreement (Hallmark Financial Services Inc), Operating Agreement (Hallmark Financial Services Inc)