Common use of Determination of Indemnification Amount Clause in Contracts

Determination of Indemnification Amount. In the event that any indemnitee believes that it is entitled to claim indemnification from any indemnitor under this Section 8, and if the amount of such Claim is not set forth in this Agreement or is otherwise uncertain, the indemnitee shall notify the indemnitor of such Claim, the amount or estimated amount thereof and the basis for such Claim (which will be described in reasonable detail). Mi Gwang and Contacts, on its behalf and that of the Contacts Parties, acting as the indemnitor and the indemnitee, as the case may be, will proceed, in good faith, and using reasonable efforts, to agree on the amount of such indemnification Claim. If the indemnitor does not dispute the indemnification Claim, then the Losses specified in such notice will be conclusively deemed a liability of the indemnitor and the indemnitor shall pay the amount of such Loss to the indemnitee on demand. If they are unable to agree on the amount of such indemnification Claim within 30 days after such notice, (i) if such indemnification Claim arises out of a claim by an Authority or Third Party, then the amount of such indemnification claim will be determined pursuant to a final judgment or settlement or compromise thereof, or (ii) if such indemnification Claim does not arise out of such a Third Party Claim, then the indemnification Claim will finally settled in accordance with Section 10(a) hereof. The determination of the amount of any indemnification Claim pursuant to this Section 8 will be final, binding and conclusive, and the indemnitee(s), upon final determination of the amount of the indemnification Claim will be paid, by the indemnitor(s), within ten (10) business days of such final determination, the full amount, in cash, of such indemnification Claim, as finally determined, and will be entitled to apply to any court of authority of competent jurisdiction for enforcement of such payment (the fees and expenses of such enforcement, if necessary, to be borne by the indemnitors).

Determination of Indemnification Amount. In the event that any indemnitee Indemnitee believes that it is entitled to claim indemnification from any indemnitor an Indemnitor under this Section 8, and if the amount of such Claim is not set forth in this Agreement or is otherwise uncertainArticle XII, the indemnitee Indemnitee shall notify the indemnitor Indemnitor of such Claimclaim, the amount or estimated amount thereof and the basis for such Claim claim (which will be described in reasonable detail). Mi Gwang and ContactsThe Indemnitor, on its behalf the one hand, and that of the Contacts Parties, acting as the indemnitor and the indemniteePurchaser or Seller, as the case may be, which is not the Indemnitor, on the other hand, will proceed, in good faith, and using reasonable efforts, to agree on the amount of such indemnification Claim. If the indemnitor does not dispute the indemnification Claim, then the Losses specified in such notice will be conclusively deemed a liability of the indemnitor and the indemnitor shall pay the amount of such Loss to the indemnitee on demandclaim. If they are unable to agree on the amount of such indemnification Claim claim within 30 thirty (30) days after such notice, (ia) if such indemnification Claim claim arises out of a claim by an Authority or Third PartyParty of the type referred to in Section 12.6, then the amount of such indemnification claim will be determined pursuant to a final judgment or settlement or compromise thereofpursuant to Section 12.6, or (iib) if such indemnification Claim claim does not arise out of such a Third Party Claim, then the indemnification Claim claim will finally settled in accordance with Section 10(a) hereofbe submitted to the Bankruptcy Court for resolution. The determination of the amount of any indemnification Claim claim pursuant to this Section 8 12.7 will be final, binding and conclusive, and and, subject to the indemnitee(s)provisions of Section 12.5, the Indemnitee, upon final determination of the amount of the indemnification Claim claim, will be paid, paid by the indemnitor(s)Indemnitor, within ten (10) business days of such final determination, the full amount, in cash, of such indemnification Claimclaim, as finally determined, and will be entitled to apply to any court of or authority of competent jurisdiction for enforcement of to enforce such payment (the reasonable fees and expenses of such enforcement, if necessary, to be borne by the indemnitorsIndemnitor). In addition, if the Indemnitor does not pay in full the indemnification claim, within ten (10) days, as aforesaid, the amount of the indemnification claim, as finally determined, will be increased to include accrued interest thereon from the date payment is due until the date full payment is received equal to the "prime" rate announced from time to time by JP Morgan Chase, until the date Indemnitee receives the full indemnifxxxxxxx xmxxxx.

Determination of Indemnification Amount. In the event that any indemnitee believes that it is entitled to claim indemnification from any indemnitor under this Section 8, and if the amount of such Claim is not set forth in this Agreement or is otherwise uncertain, the indemnitee shall notify the indemnitor of such Claim, the amount or estimated amount thereof and the basis for such Claim (which will be described in reasonable detail). Mi Gwang Menicon and Contacts, on each of its behalf and that of Menicon and the Contacts Parties, respectively, acting as the indemnitor and the indemnitee, as the case may be, will proceed, in good faith, and using use reasonable efforts, efforts to agree on the amount of such indemnification Claim. If the indemnitor does not dispute the indemnification Claim, then the Losses specified in such notice will be conclusively deemed a liability of the indemnitor and the indemnitor shall pay the amount of such Loss to the indemnitee on demand. If they are unable to agree on the amount of such indemnification Claim within 30 thirty (30) days after such notice, (i) if where such indemnification Claim arises out of a claim by an Authority or Third Party, then the amount of such indemnification claim will be determined pursuant to a final judgment or settlement or compromise thereof, or (ii) if where such indemnification Claim does not arise out of such a Third Party Claim, then the indemnification Claim will be finally settled resolved in accordance with Section 10(a11(a) hereof. The determination of the amount of any indemnification Claim pursuant to this Section 8 will be final, binding and conclusive, and the indemnitee(s), upon final determination of the amount of the indemnification Claim will be paid, by the indemnitor(s), within ten (10) business days of such final determination, the full amount, in cash, of such indemnification Claim, as finally determined, and will be entitled to apply to any court of authority of competent jurisdiction for enforcement of such payment (the fees and expenses of such enforcement, if necessary, to be borne by the indemnitors).

Determination of Indemnification Amount. In the event that any indemnitee believes that it is entitled to claim indemnification from any an indemnitor under this Section 8, and if the amount of such Claim is not set forth in this Agreement or is otherwise uncertainARTICLE XII, the indemnitee shall notify the indemnitor of such Claimclaim, the amount or estimated amount thereof and the basis for such Claim claim (which will be described in reasonable detail). Mi Gwang and ContactsThe indemnitor, on its behalf the one hand, and that of the Contacts Parties, acting as the indemnitor and the indemniteePurchaser or Seller, as the case may be, which is not the indemnitor, on the other hand, will proceed, in good faith, and using reasonable efforts, to agree on the amount of such indemnification Claim. If the indemnitor does not dispute the indemnification Claim, then the Losses specified in such notice will be conclusively deemed a liability of the indemnitor and the indemnitor shall pay the amount of such Loss to the indemnitee on demandclaim. If they are unable to agree on the amount of such indemnification Claim claim within 30 days after such notice, (ia) if such indemnification Claim claim arises out of a claim by an Authority authority or Third Partythird party of the type referred to in SECTION 12.5, then the amount of such indemnification claim will be determined pursuant to a final judgment or settlement or compromise thereofpursuant to SECTION 12.5, or (iib) if such indemnification Claim claim does not arise out of such a Third Party Claimthird party claim, then the indemnification Claim claim will finally settled in accordance with Section 10(a) hereofbe submitted to arbitration conducted pursuant to the rules and procedures of the American Arbitration Association. The determination of the amount of any indemnification Claim claim pursuant to this Section 8 SECTION 12.6 will be final, binding and conclusive, and the indemnitee(s)indemnitee, upon final determination of the amount of the indemnification Claim claim, will be paid, paid by the indemnitor(s)indemnitor, within ten (10) business 10 days of such final determination, the full amount, in cash, of such indemnification Claimclaim, as finally determined, and will be entitled to apply to any court of or authority of competent jurisdiction for enforcement of to enforce such payment (the reasonable fees and expenses of such enforcement, if necessary, to be borne by the indemnitorsindemnitor). In addition, if the indemnitor does not pay in full the indemnification claim, within 10 days, as aforesaid, the amount of the indemnification claim, as finally determined, will be increased to include accrued interest thereon from the date payment is due until the date full payment is received equal to the "prime" rate announced from time to time by Citibank, N.A., plus 2%, until the date indemnitee receives the full indemnification amount.

Determination of Indemnification Amount. In the event that any indemnitee believes that it is entitled to claim indemnification from any an indemnitor under this Section 8, and if the amount of such Claim is not set forth in this Agreement or is otherwise uncertainARTICLE X, the indemnitee shall notify the indemnitor of such Claimclaim, the amount or estimated amount thereof and the basis for such Claim claim (which will be described in reasonable detail). Mi Gwang and ContactsThe indemnitor, on its behalf and that of the Contacts Partiesone hand, acting as the indemnitor and the indemniteePerson which is not the indemnitor, as on the case may beother hand, will proceed, in good faith, and using reasonable efforts, to agree on the amount of such indemnification Claim. If the indemnitor does not dispute the indemnification Claim, then the Losses specified in such notice will be conclusively deemed a liability of the indemnitor and the indemnitor shall pay the amount of such Loss to the indemnitee on demandclaim. If they are unable to agree on the amount of such indemnification Claim claim within 30 days after such notice, (ia) if such indemnification Claim claim arises out of a claim by an Authority or Third Partythird party of the type referred to in SECTION 10.5, then the amount of such indemnification claim will be determined pursuant to a final judgment or settlement or compromise thereofpursuant to SECTION 10.5, or (iib) if such indemnification Claim claim does not arise out of such a Third Party Claimthird party claim, then the indemnification Claim claim will finally settled in accordance with Section 10(a) hereofbe submitted to arbitration conducted pursuant to the rules and procedures of the American Arbitration Association. The determination of the amount of any indemnification Claim claim pursuant to this Section 8 SECTION 10.6 will be final, binding and conclusive, and the indemnitee(s)indemnitor, upon final determination of the amount of the indemnification Claim claim will be paid, by pay the indemnitor(s), indemnitee within ten (10) business 10 days of such final determination, the full amount, in cash, of such indemnification Claimclaim, as finally determined, and the indemnitee will be entitled to apply to any court of authority or Authority of competent jurisdiction for enforcement of to enforce such payment (the fees and expenses of such enforcement, if necessary, to be borne by the indemnitorsindemnitor). In addition, if the indemnitor does not pay in full the indemnification claim, within 10 days, as aforesaid, the amount of the indemnification claim, as finally determined, will be increased by 2% for each 4-week period that it is not paid in full.

Determination of Indemnification Amount. In the event that any indemnitee believes that it is entitled to claim indemnification from any an indemnitor under this Section 8, and if the amount of such Claim is not set forth in this Agreement or is otherwise uncertainArticle XII, the indemnitee shall notify the indemnitor of such Claimclaim, the amount or estimated amount thereof and the basis for such Claim claim (which will be described in reasonable detail). Mi Gwang and ContactsThe indemnitor, on its behalf the one hand, and that of the Contacts Parties, acting as the indemnitor and the indemniteePurchaser or Sellers, as the case may be, which is not the indemnitor, on the other hand, will proceed, in good faith, and using reasonable efforts, to agree on the amount of such indemnification Claim. If the indemnitor does not dispute the indemnification Claim, then the Losses specified in such notice will be conclusively deemed a liability of the indemnitor and the indemnitor shall pay the amount of such Loss to the indemnitee on demandclaim. If they are unable to agree on the amount of such indemnification Claim claim within 30 days after such notice, (ia) if such indemnification Claim claim arises out of a claim by an Authority authority or Third Partythird party of the type referred to in Section 12.5, then the amount of such indemnification claim will be determined pursuant to a final judgment or settlement or compromise thereofpursuant to Section 12.5, or (iib) if such indemnification Claim claim does not arise out of such a Third Party Claimthird party claim, then the indemnification Claim claim will finally settled in accordance with Section 10(a) hereofbe submitted to arbitration conducted pursuant to the rules and procedures of the American Arbitration Association. The determination of the amount of any indemnification Claim claim pursuant to this Section 8 12.6 will be final, binding and conclusive, and the indemnitee(s)indemnitee, upon final determination of the amount of the indemnification Claim claim, will be paid, paid by the indemnitor(s)indemnitor, within ten (10) business 10 days of such final determination, the full amount, in cash, of such indemnification Claimclaim, as finally determined, and will be entitled to apply to any court of or authority of competent jurisdiction for enforcement of to enforce such payment (the reasonable fees and expenses of such enforcement, if necessary, to be borne by the indemnitorsindemnitor). In addition, if the indemnitor does not pay in full the indemnification claim, within 10 days, as aforesaid, the amount of the indemnification claim, as finally determined, will be increased to include accrued interest thereon from the date payment is due until the date full payment is received equal to the "prime" rate announced from time to time by Citibank, N.A., plus 2%, until the date indemnitee receives the full indemnification amount.

Determination of Indemnification Amount. In the event that any indemnitee believes that it payment which is entitled to claim indemnification from be made to any indemnitor under this Section 8Third-Party Beneficiary pursuant to the Compensation Obligations becomes subject to a Compensation Cap, Parent shall promptly pay such amounts up to the Compensation Cap and if promptly (and in no event later than ten (10) Business Days following such capped payment) in good faith determine the "Compensation Cap Indemnification Amount", which is the amount of the applicable award which has not been paid as a result of the Compensation Cap. Without duplication of the previous sentence, in the event that any payment which is to be made to any Third-Party Beneficiary becomes subject to an Indemnity Underpayment, Parent shall promptly cause such Claim payments to be made and shall promptly (and in no event later than ten (10) Business Days following such payment) in good faith determine the "Indemnity Underpayment Indemnification Amount", which is the full amount of such excise taxes incurred as a result of such payment and any taxes imposed on the indemnification payment or payments in respect of such payment, subject to the aggregate cap described in item 12 of Section I of the Company Disclosure Letter. Parent shall bear all costs and expenses incurred in connection with these determinations and shall promptly (and in no event later than ten (10) Business Days following a payment subject to a Compensation Cap or an Indemnity Underpayment) provide to such affected Third-Party Beneficiary a notice containing the calculation of the Compensation Cap Indemnification Amount or Indemnity Underpayment Indemnification Amount, as applicable (an "Indemnification Amount"), and all calculations and analysis conducted by or relied upon by Pxxxxx in reaching such determination. Parent shall provide such Third-Party Beneficiary with ten (10) Business Days following delivery of the determination and supporting materials) to review such determination. Such Third-Party Beneficiary shall bear and be responsible for the cost of any legal, tax and related advice incurred by such Third-Party Beneficiary in connection with such review. Unless there is a dispute regarding the Indemnification Amount, Parent shall pay or cause to be paid to such Third-Party Beneficiary the applicable Indemnification Amount, less applicable withholdings, with such payment to be made within five (5) Business Days of the end of such review period, but no sooner than such payment would have been required to be made under the BCA or the Compensation Obligations. In the event that any Indemnification Amount is subject to a different tax rate than the amounts which were not paid due to the application of the Compensation Caps or the Indemnity Underpayment, it is agreed that the net amount of the Indemnification Amount shall not be less, on an after-tax basis, than the net after-tax amount which such Third-Party Beneficiary would have received, but for the application of the Compensation Caps or the occurrence of the Indemnity Underpayment. The Third-Party Beneficiaries shall be third party beneficiaries to the agreements set forth in this Agreement or is otherwise uncertain, and shall have the indemnitee shall notify the indemnitor of right to enforce such Claim, the amount or estimated amount thereof and the basis for such Claim (which will be described in reasonable detail). Mi Gwang and Contacts, on its behalf and that of the Contacts Parties, acting agreements directly as the indemnitor and the indemnitee, as the case may be, will proceed, in good faith, and using reasonable efforts, to agree on the amount of such indemnification Claim. If the indemnitor does not dispute the indemnification Claim, then the Losses specified in such notice will be conclusively deemed if they were a liability of the indemnitor and the indemnitor shall pay the amount of such Loss to the indemnitee on demand. If they are unable to agree on the amount of such indemnification Claim within 30 days after such notice, (i) if such indemnification Claim arises out of a claim by an Authority or Third Party, then the amount of such indemnification claim will be determined pursuant to a final judgment or settlement or compromise thereof, or (ii) if such indemnification Claim does not arise out of such a Third Party Claim, then the indemnification Claim will finally settled in accordance with Section 10(a) hereof. The determination of the amount of any indemnification Claim pursuant to this Section 8 will be final, binding and conclusive, and the indemnitee(s), upon final determination of the amount of the indemnification Claim will be paid, by the indemnitor(s), within ten (10) business days of such final determination, the full amount, in cash, of such indemnification Claim, as finally determined, and will be entitled to apply to any court of authority of competent jurisdiction for enforcement of such payment (the fees and expenses of such enforcement, if necessary, to be borne by the indemnitors)party hereto.