INDEMNIFICATION PAYMENT AND LIMITATIONS Clause Samples
INDEMNIFICATION PAYMENT AND LIMITATIONS. Within thirty (30) days after the indemnifying party and the indemnified party reach agreement on the amount of any indemnification obligation of the indemnifying party (the "Indemnification Amount"), the indemnifying party shall pay the Indemnification Amount to the indemnified party. Notwithstanding the indemnification obligation of any indemnifying party under this Article XII, the indemnification obligation of any indemnifying party shall:
(a) be reduced by the amount that an indemnified party recovers from any third party (other than by way of contribution from another indemnifying party) with respect to the matter for which indemnification is being paid, including, without limitation, any insurance company. An indemnified party receiving any such amount shall promptly reimburse any amount so received from a third party to the indemnifying party;
(b) be tolled and unenforceable until the aggregate Damages incurred by the party claiming a right to indemnification under this Article XII exceed $150,000, at which time the indemnification obligation of the indemnifying party shall commence with respect to all Damages, including the initial $150,000 of Damages; and
(c) not exceed an amount equal to the Purchase Price. Notwithstanding anything to the contrary herein, this Section 12.4 shall not apply to any claims of fraud or claims arising out of or relating to Uniform Commercial Code bulk transfer laws applicable to the Contemplated Transactions, Section 4.7, 4.8, Section 12.2(b)(v) and Section 12.2(b)(x).
INDEMNIFICATION PAYMENT AND LIMITATIONS. (a) Within thirty (30) days after either the indemnifying party and the indemnified party reach agreement on the amount of any indemnification obligation of the indemnifying party or any such indemnification obligation is determined by a court of competent jurisdiction (in either case, the "Indemnification Amount"), all in accordance with Section 5.02(c), the indemnified party shall demand payment of the Indemnification Amount from the indemnifying party, who shall pay such amount due in cash within thirty (30) days of the indemnified party's demand therefor. With respect to any Indemnification Amount or portion thereof not paid by the indemnifying party within such thirty (30) day period, the indemnified party may, at its option, from time to time, in addition to any other remedies or rights it may have with respect to the collection thereof, offset the amount of any Indemnification Amount due the indemnified party from the indemnifying party against any other agreements with the indemnifying party, including, without limitation, the Note.
(b) The term Date of the Notice of Claim" as used herein shall mean the date the notice is deemed delivered pursuant to Section 11 .07 hereof.