Indemnification Mechanics. (a) If the Indemnifying Party is required to indemnify the Indemnified Party pursuant to this Article IX, the Indemnified Party shall submit its calculations of the amount required to be paid pursuant to this Article IX, showing such calculations in reasonably sufficient detail so as to permit the Indemnifying Party to understand the calculations. The Indemnifying Party shall pay to the Indemnified Party, no later than ten (10) business days after the Indemnifying Party receives the Indemnified Party’s calculations, the amount that the Indemnifying Party is required to pay the Indemnified Party under this Article IX; provided, however, that the Indemnifying Party will not be required to make the indemnification payment if the Indemnifying Party disagrees with such calculations. In such case, the Indemnifying Party shall notify the Indemnified Party of its disagreement in writing within ten (10) business days of receiving such calculations. Any disagreement with respect to such indemnification payment will be resolved pursuant to Section 10.1.
(b) Any claim under this Article IX shall be made no later than sixty (60) days after the expiration of the applicable statute of limitations for assessment of such Tax Liability.
(c) The amount of any indemnification payment with respect to any Tax Liability will be reduced by any current Tax Benefits actually realized by the Indemnified Party in respect of such Tax Liability by the end of the taxable year in which the indemnity payment is made. The calculation of such Tax Benefit shall be included in the calculation required to be submitted pursuant to Section 9.3(a). If any indemnification payment hereunder is determined to be taxable to the Indemnified Party by any Tax Authority, the indemnity payment payable by the Indemnifying Party will be increased as necessary to ensure that, after all required Taxes on the indemnity payment are paid (including Taxes applicable to any increases in the indemnity payment under this Section 9.3(c)), the Indemnified Party receives the amount it would have received if the indemnity payment was not taxable.
Indemnification Mechanics. 9.1. In the case of any Claim asserted in writing by a Third Party against any party hereto (the “Indemnitee”), or against any Subject Company, which Claim is subject to indemnification by any other party hereunder (the “Indemnitor”), including, without limitation, any Claim by a Governmental Authority or any request by such Governmental Authority to audit or otherwise inquire into or examine any matters as to which such a Claim arise hereunder, but excluding any Claim in respect of any liability or expense that is to be dealt with pursuant to Section 2.3 hereof, other than as provided in Section 2.3(k) (a “Third-Party Claim”), the Indemnitee shall notify the Indemnitor promptly after the Indemnitee has actual knowledge of any such Third-Party Claim as to which indemnity may be sought (provided that failure to so notify shall not affect the Indemnitor’s obligations hereunder, except that its indemnification obligation may be reduced to the extent such delay prejudices the defence of the Third-Party Claim or increases the amount of liability or the cost of the defence). If any litigation, arbitration or other legal proceedings are commenced by a Third Party in respect of such Third-Party Claim (the “Third Party Litigation”) the Indemnitee shall permit the Indemnitor, at the sole expense of the Indemnitor, to assume the defence of any such Third-Party Litigation, provided that: (i) the Indemnitor gives written notice to the Indemnitee not later than 15 Business Days after receipt of the notice of such Third-Party Litigation (or such shorter period, if any, as is reasonably specified in the Indemnitee’s notice, if such shorter period is necessary in the circumstances to avoid prejudice to the defence of the Third-Party Claim) that it shall assume such defence and agrees that it is responsible to indemnify the Indemnitee for such Third-Party Claim; and (ii) notwithstanding such assumption of the defence, the Indemnitee may participate in such defence, at the Indemnitee’s sole expense. In respect of any Third-Party Claim relating to Taxes (a “Tax Claim”), the Indemnitor shall be entitled to assume the defence of such Tax Claim provided that: (i) the Indemnitor gives written notice to the Indemnitee not later than 15 Business Days after receipt of the notice of such Tax Claim (or such shorter period, if any, as is reasonably specified in the Indemnitee’s notice, if such shorter period is necessary in the circumstances to avoid prejudice to the defence of the Tax...
Indemnification Mechanics. If Subscriber shall, within thirty (30) days after notice, fail to accept defense of any indemnification obligation under this Section 8, the party seeking indemnification shall have the right, but not the
Indemnification Mechanics. (a) Prior to release or termination of the Escrow, all indemnification obligations pursuant to this Article VIII shall be satisfied (i) first, out of the Escrow pursuant to the terms of the Escrow Agreement and then (ii) to the extent such obligations have not been satisfied pursuant to clause (i) hereof, by the Signing Stockholders. All indemnification obligations subsequent to release or termination of the Escrow shall be satisfied directly by the Signing Stockholders pursuant to the terms of this Article VIII. In the event that the amount of the Escrow is not sufficient to satisfy all of the joint indemnity obligations under Section 8.2 and the several indemnity obligations under Section 8.2(b)(i) and (ii), the Escrow shall be used first to satisfy the joint obligations.
(b) After the Closing, and except, (i) with respect to fraud, (ii) with respect to the right in general to obtain equitable relief, (iii) with respect to the right to obtain payment from the Signing Stockholders pursuant to Section 1.6(b), and (iv) as otherwise expressly provided in this Agreement, the indemnity under this Article VIII is the sole and exclusive remedy of Haemonetics or the Company against the Signing Stockholders with respect to this Agreement.
Indemnification Mechanics. (i) If the Indemnifying Party is required to indemnify the Indemnified Party pursuant to this Article IX, the Indemnified Party shall submit its calculations of the amount required to be paid pursuant to this Article IX, showing such calculations in reasonably sufficient detail so as to permit the Indemnifying Party to understand the calculations. The Indemnifying Party shall pay to the Indemnified Party, no later than ten (10) business days after the Indemnifying Party receives the Indemnified Party’s calculations, the amount that the Indemnifying Party is required to pay the Indemnified Party under this Article IX; provided, however, that the Indemnifying Party will not be required to make the indemnification payment if the Indemnifying Party disagrees with such calculations. In such case, the Indemnifying Party shall notify the Indemnified Party of its disagreement in writing within ten (10) business days of receiving such calculations. Any disagreement with respect to such indemnification payment will be resolved pursuant to Section 10.1.
Indemnification Mechanics. In the event any Buyer Indemnified Party is entitled to indemnification pursuant to this Article XI for Damages described in such Claim Notice, such Buyer Indemnified Party shall be entitled to obtain payment from the Seller or, to the extent the Seller has distributed the Purchase Price to the Stockholders, from the Stockholders. If the Seller or the Stockholders, as the case may be, fails to satisfy such indemnification claim on or before the Maturity Date of the Second Note, the Buyer Indemnified Party shall have the right to pursue payment of the claim against the Escrow Amount in accordance with the procedures and with the consequences stated in the Escrow Agreement.
Indemnification Mechanics. In the event of any obligation of indemnification as set forth in this Section 8, the party to be indemnified will: (a) notify the indemnifying Party promptly in writing of any action, claim or suit to be the basis of indemnification; (b) give the indemnifying Party sole control of the defense thereof and any related settlement negotiations; and (c) cooperate and, at the indemnifying Party’s reasonable request and expense, assist in such defense. In no event may the indemnifying Party make any admission or agree to the entry of any judgment for money to be entered on behalf of the indemnified party without the prior express written consent of the indemnified party.
Indemnification Mechanics. 22 7.4 Indemnification Sole Remedy....................................................................23
Indemnification Mechanics. (a) If a claim for Damages is to be made by a party entitled to indemnification hereunder (the "Indemnified Party") against the indemnifying party (the "Indemnifying Party"), the Indemnified Party shall give written notice to the Indemnifying Party as soon as reasonably practicable after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under Section 7.1 or 7.
Indemnification Mechanics. (a) Each claim for indemnification pursuant to this Article 5 shall be made in writing and shall set forth specifically the facts claims to give rise to indemnification and the representations, warranties, covenants, or agreements claimed to be false or to have not been fulfilled, and the damages claimed as a result thereof.
(b) Any claim for indemnification under this Agreement must be asserted in writing by Buyer prior to the end of the survival period for such claim set forth in Section 5.2.
(c) The amount that Buyer and its affiliates may recover with respect to any and all Losses under the terms of this Agreement will not exceed, in the aggregate, the Purchase Price for the Intangible Assets.
