Determination of Loss. Indemnification pursuant to this Section 7 shall be payable with respect to any Claim described herein as subject to indemnification upon the happening of the earlier of the following:
(a) Resolution of such Claim by mutual agreement of Seller, Parent and Purchaser; or
(b) The issuance of a final, non-appealable judgment, award, order or other ruling by an arbitrator pursuant to Section 9.8 hereof or by a court of competent jurisdiction.
Determination of Loss. The Parties shall make appropriate adjustments for Tax benefits and insurance proceeds (reasonably certain of receipt and utility in each case) in determining the amount of any Adverse Consequence or loss for purposes of this SECTION 8.
Determination of Loss. The Parties shall make appropriate adjustments for Tax benefits and insurance proceeds (reasonably certain of receipt and utility in each case) in determining the amount of any Adverse Consequence or loss for purposes of this Agreement.
Determination of Loss. The Parties shall make appropriate adjustments for Tax benefits and insurance proceeds (reasonably certain of receipt and utility in each case) and for the time cost of money (using the Applicable Rate as the discount rate) in determining the amount of loss for purposes of this Section 8. All indemnification payments under this Section 8 shall be deemed adjustments to the Purchase Price.
Determination of Loss. The Parties shall make appropriate adjustments for Tax benefits (and losses) and insurance proceeds (reasonably certain of receipt and utility in each case) and for the time value of money (using the prime lending rate of Bank of America National Trust and Savings Association as the discount rate) in determining the amount of Adverse Consequences for purposes of this Section 10.
Determination of Loss. The Parties shall make appropriate adjustments for the time cost of money (using the Applicable Rate as the discount rate) in determining the amount of loss for purposes of this Paragraph 8. All indemnification payments under this Paragraph 8 shall be deemed adjustments to the Purchase Price, determined based on the value of the Company Shares as of September 1, 1997.
Determination of Loss. The amount of indemnification to be paid by any Party to another Party hereto shall be reduced by any insurance proceeds received, including both defense and indemnification costs, with respect to any insurance policy maintained by Target REALTIME INFORMATION SYSTEMS PTY LIMITED STOCK PURCHASE AGREEMENT -42- providing coverage with respect to any of the Adverse Consequences. All indemnification payments under this SECTION 8 shall be deemed adjustments to the Purchase Price.
Determination of Loss. Once a Loss required to be paid in cash is agreed to by the Company or adjudicated (as finally determined by a court of competent jurisdiction in a non-appealable judgment) to be payable in cash by the Company pursuant to this ARTICLE XI, the Company shall deposit, or cause to be deposited with the applicable SPAC Indemnitee, the amount of such Loss to be satisfied in cash pursuant hereto by wire transfer of immediately available funds to an account or accounts designated by SPAC in writing. The parties hereto agree that should the Company not make the full cash payment within ten (10) days of such agreement or adjudication, as applicable, any amount payable shall accrue interest from the date of agreement of the Company or adjudication to the date such payment has been made at the Interest Rate.
Determination of Loss. The Losses giving rise to any indemnification obligation hereunder shall be reduced by any insurance proceeds or other payment or monetary recoupment actually received, realized or retained by any Indemnified Party with respect to such Losses, net of any third party expenses related to the receipt of such proceeds, payment or recoupment, including any retrospective or prospective premium adjustments to the extent attributable to such claim. The Indemnified Party shall promptly notify the applicable Indemnifying Party of any such proceeds, payments or monetary recoupment actually received by the Indemnified Party and to the extent an Indemnifying Party has previously made any payment to the Indemnified Party in respect of such Losses and such amounts would have reduced the liability of the Indemnifying Party in respect of such Losses if received prior to any such payment by the Indemnifying Party, the Indemnified Party shall: (i) if such Indemnified Party is a Buyer Indemnified Party, promptly pay to Seller, or (ii) if such Indemnified Party is a Seller Indemnified Party, promptly pay to Buyer, in each case, any amount obtained thereby.
Determination of Loss. Once a Loss required to be paid in cash is agreed to by a Company Stockholder or adjudicated (as finally determined by a court of competent jurisdiction in a non-appealable judgment) to be payable in cash by a Company Stockholder pursuant to this Article IX and, in each case, to the extent such Company Stockholder and Parent have not mutually agreed pursuant to Section 9.03(g) for Parent to cancel and redeem shares of Parent Common Stock in lieu of receiving cash, such Company Stockholder shall deposit, or cause to be deposited with the applicable Parent Indemnitee, the amount of such Company Stockholder’s Pro Rata Share of such Loss to be satisfied in cash pursuant hereto by wire transfer of immediately available funds to an account or accounts designated by Parent in writing. The parties hereto agree that should an Indemnifying Party not make the full cash payment within ten (10) days of such agreement or adjudication, as applicable, any amount payable shall accrue interest from the date of agreement of the Indemnifying Party or adjudication to the date such payment has been made at the Interest Rate.
