Indemnification Payments; Remedies Sample Clauses

Indemnification Payments; Remedies. The parties hereto acknowledge and agree that from and after the Effective Time, the indemnification provisions in this Article IX and those set forth in the Significant Stockholder Agreement shall be the sole and exclusive remedy of Parent and the other Indemnitees for monetary damages with respect to the Indemnity Matters (with it being understood, however, that nothing in this Agreement shall limit or restrict any party’s right to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit). Except as otherwise provided herein, any indemnification of the Indemnitees pursuant to this Section 9.3 shall be effected by wire transfer of immediately available funds from the Significant Stockholders (pursuant to the Significant Stockholders Agreement) to an account(s) designated by the applicable Indemnitee, within two (2) Business Days after the final determination thereof. Notwithstanding the foregoing, (i) Parent shall be entitled to (but shall not be required to), set-off any amounts due or payable to any of the Indemnitees by the Significant Stockholders relating to any Indemnity Matters against any amounts otherwise due and payable by Parent with respect to any Landlord Receivables and (ii) the Stockholders’ Representative may in its sole discretion (but shall not be required to) use the Holdback Funds to satisfy any Indemnity Matters or Loss of an Indemnitee pursuant to Section 9.2 above. Notwithstanding any provision in this Agreement to the contrary, nothing in this Section 9.3 shall be construed to impair the right of any party to seek injunctive or other equitable relief, including pursuant to Section 11.9 below.
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Indemnification Payments; Remedies. (a) From and after the Effective Time, subject to Section 6.3(b)(ii), the Indemnitees’ right to recovery from the Escrow Fund shall be the sole and exclusive remedy under this Agreement for the matters referred to in Section 6.2(a)(i) (other than with respect to the Fundamental Representations) (the matters for which recovery is limited to the Escrow Fund pursuant to this sentence being referred to as the “Escrow Matters”). The Indemnitees shall be entitled to indemnification for the Escrow Matters only to the extent that the aggregate Damages with respect thereto exceed an amount equal to $75,000 (the “Basket Amount”); provided, however, that if and when, and at all times after, the aggregate Damages of the Indemnitees with respect to Escrow Matters equal or exceed the Basket Amount, the Indemnitees shall be indemnified and held harmless with respect to the Damages in excess of the Basket Amount only.
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Indemnification Payments; Remedies. (a) The Iconic Indemnitees shall be entitled to indemnification for any Losses with respect to the matters contained in Section 8.02(a) (other than claims for Losses relating to a Special Representation, a Fundamental Representation, any Pre-Closing Taxes, or any Company Member New Jersey Taxes, all of which shall not be subject to the Basket Amount) only to the extent that the aggregate Losses with respect thereto exceed an amount equal to $100,000 (the “Basket Amount”), at which point the Iconic Indemnitees shall be permitted to recover only such Losses in excess of the Basket Amount.
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Indemnification Payments; Remedies. (a) The Parent Indemnitees shall be entitled to indemnification for the matters referred to in Section 7.2(a)(i) (other than with respect to the Fundamental Representations) only to the extent that the aggregate Damages with respect thereto exceed an amount equal to $250,000 (the “Deductible Amount”); provided that if and when, and at all times after, such aggregate Damages equal or exceed the Deductible Amount, the Parent Indemnitees shall be indemnified and held harmless only with respect to the aggregate amount of Damages that exceed the Deductible Amount. The Recipient Indemnitees shall be entitled to indemnification for the matters referred to in Section 7.2(c)(i) (other than with respect to the Parent Fundamental Representations) only to the extent that the aggregate Damages with respect thereto exceed an amount equal to the Deductible Amount; provided that if and when, and at all times after, such aggregate Damages equal or exceed the Deductible Amount, the Recipient Indemnitees shall be indemnified and held harmless only with respect to the aggregate amount of Damages that exceed the Deductible Amount.
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Indemnification Payments; Remedies. (a) Buyer shall not be entitled to be held harmless or to indemnification, compensation, reimbursement or payment pursuant to Section 7.2 for any of the matters set forth therein:
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Indemnification Payments; Remedies. (a) From and after the Effective Time, the Indemnitees’ right to recovery from the Escrow Fund shall be the sole and exclusive remedy under this Agreement for the matters referred to in Section 8.2(a)(i) (other than with respect to the Fundamental Representations and the IP Infringement Representation), Section 8.2(a)(ii) and Section 8.2(a)(vi) (the matters for which recovery is limited to the Escrow Fund pursuant to this sentence being referred to as the “Escrow Matters”). The Indemnitees shall be entitled to be held harmless and indemnified from and against, compensated for, reimbursed for and have paid the Escrow Matters only to the extent that the aggregate Damages with respect thereto exceed an amount equal to $100,000 (the “Deductible Amount”).
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Indemnification Payments; Remedies. (a) Buyer shall not be entitled to be held harmless or to indemnification, compensation, reimbursement or payment pursuant to Section 7.2 for any of the matters set forth therein: (i) until (x) in respect of any single Damage, the amount of such single Damage exceeds €20,000 (the “De Minimis Amount”) and (y) the total amount of all Damages suffered or incurred by one or more of the Indemnitees as a result of any of the matters set forth in Section 7.2(a)(i) exceeds €250,000 in the aggregate (the “Basket Amount”), at which time Buyer
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Related to Indemnification Payments; Remedies

  • Indemnification; Remedies The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:

  • Indemnification Payment Indemnitee shall be entitled to indemnification of Expenses, and shall receive payment thereof, from the Company in accordance with this Agreement as soon as practicable after Indemnitee has made written demand on the Company for indemnification, unless the Reviewing Party has given a written opinion to the Company that Indemnitee is not entitled to indemnification under applicable law.

  • Indemnification Payments The indemnification required by Sections 6.1 and Section 6.2 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred.

  • Indemnification and Remedies A. The Sub-recipient agrees to indemnify and hold the State of South Dakota, its officers, agents and employees, harmless from and against any and all actions, suits, damages, liability, costs, attorney fees, or other proceedings that may arise as the result of its performance hereunder.

  • Indemnification Remedies Survival 8.1 For the purposes of this Section 8 terms “Loss” and “

  • Request for Indemnification and Indemnification Payments Indemnitee shall notify the Company promptly in writing upon receiving notice of any demand, judgment or other requirement for payment that Indemnitee reasonably believes to be subject to indemnification under the terms of this Agreement, and shall request payment thereof by the Company. Indemnification payments requested by Indemnitee under Section 3 hereof shall be made by the Company no later than sixty (60) days after receipt of the written request of Indemnitee. Claims for advancement of expenses shall be made under the provisions of Section 6 herein.

  • INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER Seller will indemnify and hold harmless Buyer, the Company, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:

  • Indemnification as Sole Remedy If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, or covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under Section 3.1(c), Section 10.1, and this Article 11.

  • Treatment of Indemnification Payments All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Adjusted Purchase Price.

  • INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER Buyer will indemnify and hold harmless Sellers, and will pay to Sellers the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.

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