Indemnification Statement. If Seller agrees to the Indemnification Statement amount, Seller shall pay to Buyer an amount equal to the Taxes shown on the Indemnification Statement less any amounts paid by Seller or Company on or before the Effective Time with respect to estimated taxes (which have not been taken into account in determining the Indemnification Statement amount) not later than three business days before the due date (including any extensions thereof) for payment of Taxes with respect to such Straddle Period Return. If the parties are unable to resolve any dispute within fifteen business days after Seller's receipt of such Straddle Period Return and Indemnification Statement, such dispute shall be resolved by the Independent Accountants, which shall resolve any issue in dispute as promptly as practicable. If the Independent Accountants are unable to make a final determination with respect to any disputed issue prior to the due date (including any extensions) for the filing of the Straddle Period Return in question, (A) Buyer shall file, or shall cause to be filed, such Straddle Period Return without such final determination having been made and (B) Seller shall pay to Buyer, not later than three days before the due date (including any extensions thereof) for the payment of Taxes with respect to such Straddle Period Return, an amount tentatively determined by the Independent Accountants as the proper amount chargeable to Sellers pursuant to this Section 5.8. Upon delivery to Seller and Buyer by the Independent Accountants of its final determination, appropriate adjustments shall be made to the amount paid by Seller in accordance with the immediately preceding sentence in order to reflect the final decision of the Independent Accountants. The determination by the Independent Accountants shall be final, conclusive and binding on the parties.
Indemnification Statement. The Organization hereby agrees to indemnify, defend and hold harmless the FSAA; Fresno State;
Indemnification Statement. The foregoing notice shall be sworn to by all persons who participated in the determination and voted to deny indemnification. The provisions of this Section 4(a) are intended to be procedural only and shall not affect the right of the Indemnitee to indemnification under this Agreement, and any determination by the Board that the Indemnitee is not entitled to indemnification and any failure to make the payments requested in the Indemnification Statement shall be subject to judicial review as provided in Section 6 hereof.
Indemnification Statement. If Seller agrees to the Indemnification Statement amount, Seller shall pay to Buyer an amount equal to the Taxes shown on the Indemnification Statement less any amounts paid by Seller or the Company on or before the Closing Date with respect to estimated taxes not-later than three (3) business days before the due date (including any extensions thereof) for payment of Taxes with respect to such Straddle Period Return. If t he parties are unable to resolve any dispute within fifteen (15) business days after Seller's receipt of such Straddle Period Return and Indemnification Statement, such dispute shall be resolved by the [Independent Accountants], which shall resolve any issue in dispute as promptly as practicable. If the Independent Accountants are unable to make a determination with respect to any disputed issue prior to the due date (including any extensions) for the filing of the Straddle Period Return in, question, (A) Buyer shall file, or shall
Indemnification Statement. The Organization hereby agrees to indemnify, defend and hold harmless the FSAA; Fresno State; California State University, Fresno Foundation; The Trustees of the California State University; and all employees or agents of the foregoing from any damages incurred during an Organization event.
Indemnification Statement. 5.7(c)(iii) Indemnified Party .....................................................9.3(a) Indemnifying Party.....................................................9.3(a) Initial Closing........................................................1.8(a) Intellectual Property..................................................3.9(a) Interim Balance Sheet..................................................3.6(a) Leased Real Property................................................3.8(a)(i) Liens..............................................................3.8(a)(ii) Mutual Release...........................................................5.13
Indemnification Statement. If Sellers agree to the Indemnification Statement amount, Sellers shall pay to Buyer an amount equal to the Taxes shown on the Indemnification Statement less any amounts paid by Sellers or the Companies on or before the Closing Date with respect to estimated taxes not later than three
Indemnification Statement. 5.8(b)(iii) Independent Accountants..............................................5.8(a)(ii) Intellectual Property....................................................3.9(a) Interim Balance Sheet....................................................1.5(b) Investor Rights Agreement................................................6.2(e) Investor Rights Agreement Term Sheet.....................................6.2(e) IRS.....................................................................3.15(b) Leased Real Property..................................................3.8(a)(i) Litigation Claims..........................................................3.12 MADSP....................................................................5.8(b)
