Indemnity Payments Sample Clauses
The Indemnity Payments clause establishes the obligation of one party to compensate the other for losses, damages, or liabilities incurred as a result of specific events or actions, typically those arising from breaches of contract or third-party claims. In practice, this clause outlines the process for making indemnity payments, including the timing, method, and documentation required for reimbursement. Its core function is to allocate financial risk between the parties, ensuring that the party suffering a loss is made whole and that responsibility for certain risks is clearly assigned.
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Indemnity Payments. (a) If a Party (or one or more of its Subsidiaries) is required under applicable Tax Law to pay to a Taxing Authority a Tax that the other Party (the “Required Party”) is liable for under this Agreement, the Required Party shall reimburse the other Party within twenty (20) days of delivery by the other Party to the Required Party of an invoice for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. The reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from the date of the payment to the Taxing Authority to the date of reimbursement under this Section 2.06.
(b) For all Tax purposes, the Parties agree to treat (a) any payment required by this Agreement (other than payments with respect to interest accruing after the Time of Distribution) as either a contribution by Pinnacle to OpCo or a distribution by OpCo to Pinnacle, as the case may be, occurring immediately prior to the Time of Distribution or as a payment of an assumed or retained liability, and (b) any payment of interest as taxable or deductible, as the case may be, to the Party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable Law.
Indemnity Payments. In the event that either Party agrees to, or is determined to have an obligation to, reimburse the other Party for Losses as provided in this Article VIII, the Indemnifying Party shall promptly pay such amount to the Indemnified Party in U.S. Dollars via wire transfer of immediately available funds to the accounts specified in writing by the Indemnified Party.
Indemnity Payments. 4.1. Any indemnity payments pursuant to this Agreement shall be made by the Indemnifying Parties to the Indemnified Party in full, without any set off, counterclaim, restriction or condition and without any deduction or withholding (save as may be required by applicable Law or as otherwise agreed in this Agreement or in writing between the Parties). If Tax must be withheld / deducted, or any other Tax is payable in relation to indemnity payments, such additional amounts must be paid by the Indemnifying Party as may be necessary to ensure that the Indemnified Party receives a net amount equal to the full amount which it would have received had payment not been made subject to such Tax or withholding or deductions.
4.2. Any indemnity payments made by the Indemnifying Parties pursuant to this Agreement shall be effected by crediting for same day value the account specified by the Indemnified Party on behalf of the party entitled to the payment (reasonably in advance and in sufficient detail to enable payment by electronic transfer to be effected) on or before the due date for payment.
4.3. The Parties agree that the Indemnified Party shall be indemnified by the Company with respect to its indemnification event (in its capacity as the Indemnifying Party) and the amount of such indemnification payment shall be grossed-up by the Company to take into account the fact that the Indemnified Party as a shareholder of the Company may be indirectly paying a portion of such indemnification payment.
4.4. To the extent the payment by the Indemnifying Party of any indemnification payment pursuant to the provisions of Clause 7 (Indemnification) shall be subject to receipt of approvals from any Governmental Authority (if required), the Indemnifying Party and the Indemnified Party shall be responsible for obtaining all such approvals from any Governmental Authority and shall make all applications and take all steps required to obtain the same. Alternatively, if mutually agreed between the Parties, with both Parties acting reasonably, the claim amount (that is, the Loss) shall be paid to any Affiliate or nominee of the Indemnified Party.
Indemnity Payments. (a) Except as otherwise provided under this Agreement, to the extent that any party has an indemnification or payment obligation to another party pursuant to this Agreement, the Indemnitee shall provide the Indemnifying Party with its calculation of the amount of such obligation. Such calculation shall provide the Indemnifying Party sufficient detail to permit the Indemnifying Party to reasonably understand the calculations and the existence and correct amount of the Indemnified Liability. All indemnification payments shall be made to such Indemnitee within thirty (30) days after delivery by the Indemnitee to the Indemnifying Party of written notice of a payment, or, if such Indemnified Liability is contested pursuant to Section 6.2 of this Agreement, within thirty (30) days of the incurrence of such an amount based on a Final Determination, together with a computation of the amounts due. Any disputes with respect to indemnification payments shall be resolved in accordance with Section 8.5 of this Agreement. In the event of such dispute, any payment of an Indemnified Liability shall be made within thirty (30) days of the date of the resolution of such dispute under Section 8.5 of this Agreement.
(b) Any payment required under this Agreement in an amount in excess of one million dollars ($1,000,000) shall be made by electronic funds transfer of immediately available funds.
(c) Notwithstanding any other provision of this Agreement, no payment of an Indemnified Liability shall be required under this Section 4 to the extent it is duplicative of any payment made pursuant to any other provision of this Agreement and any such payment shall be made as required by such other provision.
Indemnity Payments. (i) To the extent that one Party (the "Indemnifying Party") owes money to another Party (the "Indemnitee") pursuant to this Section 3.5, the Party (the "Notifying Party") having knowledge of such obligation shall notify the other Party and shall provide such other Party with its calculations of such obligation (as specified in Article II and Article III). The other Party, within 14 days after receiving the Notifying Party's calculations, shall submit to the Notifying Party such other Party's calculations of the amount required to be paid pursuant to this Section 3.5, showing such calculations in sufficient detail so as to permit the Notifying Party to understand the calculations. The Indemnifying Party shall pay the Indemnitee, no later than the later of 5 days prior to the due date (including extensions) of the relevant Tax Returns and 14 days after the Notifying Party receives the other Party's calculations, the amount for which the Indemnifying Party is required to pay or indemnify the Indemnitee under this Section 3.5. The Indemnifying Party shall have the right to disagree with the Indemnitee's calculations. Any dispute regarding such calculations shall be resolved in accordance with Section 5.4 of this Agreement.
(ii) All indemnity payments shall be calculated on a pre-Tax basis and shall be treated as contributions to capital and/or dividends immediately prior to the Distribution.
Indemnity Payments. Where under any Finance Document an Obligor has an obligation to indemnify or reimburse any Protected Party in respect of any loss or payment, the calculation of the amount payable by way of indemnity or reimbursement shall take account of the likely tax treatment in the hands of that Protected Party (as determined by that Protected Party) of the amount payable by way of indemnity or reimbursement and of the loss or payment in respect of which that amount is payable.
Indemnity Payments. Where in any Finance Document an Obligor has an obligation to indemnify or reimburse an Agent, the Bookrunner or a Lender in respect of any loss or payment, the calculation of the amount payable by way of indemnity or reimbursement shall take account of the Tax treatment in the hands of the Agent, the Bookrunner or the relevant Lender, as the case may be, (as conclusively determined by the relevant party) of the amount payable by way of indemnity or reimbursement and of the loss or payment in respect of which that amount is payable.
Indemnity Payments. (i) To the extent that one Party (the "Indemnifying Party") owes money to another Party (the "Indemnitee") pursuant to this Section 3.6, the Indemnitee shall provide the Indemnifying Party with its calculations of the amount required to be paid pursuant to this Section 3.6, showing such calculations in sufficient detail so as to permit the Indemnifying Party to understand the calculations. The Indemnifying Party shall pay the Indemnitee, no later than the later of 30 business days prior to the due date (including extensions) of the relevant Tax Returns and 14 business days after the Indemnifying Party receives the Indemnitee's calculations, the amount that the Indemnifying Party is required to pay or indemnify the Indemnitee under this Section 3.6 unless the Indemnifying Party disagrees with the Indemnitee's calculations (in which case any dispute regarding such calculations shall be resolved in accordance with Section 5.4 of this Agreement).
(ii) All indemnity payments shall be net of any Tax Benefit and grossed-up in the case of any Tax Detriment to the Indemnitee as a result of the payment of such Taxes.
(iii) All indemnity payments shall be treated as contributions to capital and/or dividends immediately prior to the Distribution.
Indemnity Payments. All payments made pursuant to this Article VII and Section 4.6 (other than interest payments) shall be treated by the parties hereto on all Tax Returns as an adjustment to the Purchase Price.
Indemnity Payments. (a) For any Loss for which the Shareholders and Restricted Stock Holders are obligated to indemnify the Parent Indemnitees, the Parent Indemnitees shall seek reimbursement for such Loss from the General Indemnity Escrow Amount first, and once the General Indemnity Escrow Amount has been exhausted, then, at the option of the Parent Indemnitees, the Parent Indemnitees may proceed to collect the unreimbursed amount of such Loss from (i)(x) the Shareholders holding 20% or more of the Common Shares immediately prior to the Effective Time, jointly and severally, up to their Pro Rata Share of the Merger Consideration received as of such time (provided, that solely with respect to Losses subject to the General Indemnity Cap, such amount shall not exceed their Pro Rata Share of the General Indemnity Cap), and (y) the other Shareholders and Restricted Stock Holders, who shall be liable on a several and not joint basis for such indemnification payment in accordance with each Person’s Pro Rata Share, and/or (ii) in the event that any Earn-out Payment is required to be paid by Parent pursuant to Section 2.08, Parent shall be entitled to set off against or reduce from any finally determined and unpaid Earn-out Payment any amounts owed at such time to Parent or any Parent Indemnitee under this Agreement, including pursuant to Section 2.06(d), and the aggregate amount of any pending, settled or finally determined (in accordance with Section 9.05 and Section 9.06) indemnification claims with respect to any indemnification rights of the Parent Indemnitees (the “Setoff Amount”). With respect to any such pending indemnification claims, the Setoff Amount shall be equal to the aggregate amount in dispute for such indemnification claims; provided, that upon the settlement or final determination (in accordance with Section 9.05 and Section 9.06) of such pending indemnification claims, any portion of the Setoff Amount that does not constitute indemnifiable Losses under Section 9.02 shall be paid to the Shareholders in accordance with Section 2.08.
(b) On the date that is the second (2nd) Business Day following the date that is twelve (12) months from the Closing Date, the Parent and Shareholders’ Representative shall jointly instruct the Escrow Agent in writing to immediately release as promptly as practicable (i) to the Paying Agent for the account of the Shareholders an amount equal to the Shareholders’ Pro Rata Share of the remaining balance of the General Indemnity Escrow Amou...