Indemnification at Closing Sample Clauses

Indemnification at Closing. At the Effective Time, Parent shall be deemed to have submitted a Claim Notice (which Claim Notice meets all of the requirements set forth in Section 9.2(c) below) obligating the Holders to indemnify Parent for the sum of (1) the Litigation Amount and (2) the amount identified under Item (5) of Schedule 9.2(a) hereto in respect of the Company’s office lease in Milford, Connecticut (clauses (1) and (2), collectively, the “Closing Indemnification Amount”). The Closing Indemnification Amount shall be immediately released from the Indemnity Escrow Account and paid to Parent at the Effective Time in accordance with the Escrow Agreement. For the avoidance of doubt, the Holders and the Holder Representative hereby agree to waive any right to dispute such Claim Notice or the Closing Indemnification Amount pursuant to the procedures set forth in Section 9.2(c) below or otherwise.