Payment and Limitations. Within ten (10) days after an Indemnitee and Indemnitor reach agreement as to the amount of any indemnification obligation of the Indemnitor, or any such indemnification obligation is determined in an Action or Restraining Action (in either case the "Indemnification Amount"), the Indemnitor shall pay the Indemnification Amount, by wire transfer or cashier's check, to the Indemnitee. In the event that there is more than one Indemnitor, the Indemnitors shall be jointly and severally liable for the Indemnification Amount. In the event that any Indemnitor and the Indemnitee are unable to reach agreement as to the Indemnification Amount, if such agreement is required, then either party may submit such dispute to any court of competent jurisdiction for resolution. Should an Indemnitor fail to pay an Indemnification Amount within said ten (10) day period, then the Indemnitee may exercise any and all rights and remedies, at law or in equity, with respect to the collection thereof.
Payment and Limitations. In no event shall a Make–Whole Payment exceed the then remaining unpaid portion of the maximum Contingent Amount payable under the Purchase Agreement. Moreover, any Make–Whole Payment made under this Agreement shall serve to reduce the maximum Contingent Amount payable under the Purchase Agreement on a dollar for dollar basis. For the avoidance of doubt, the Parties acknowledge that the maximum Contingent Amount payable under the Purchase Agreement is $20,000,000 (including Make–Whole Payments). By way of example only, if the aggregate Contingent Amount paid under the Purchase Agreement through the date that a Make–Whole Payment under this Agreement becomes due is $15,000,000 (including prior Make–Whole Payments), and the current Make–Whole Payment is finally determined to be $7,000,000, then such Make–Whole Payment shall be limited to $5,000,000 and the obligation to make any future Make–Whole Payments shall terminate. 1 CONFIDENTIAL TREATMENT REQUESTED
Payment and Limitations. Each Quarterly Bonus amount (including the Special Fiscal 2005 Quarterly Bonus) is payable within 15 days after the Company files the SEC Report for the related fiscal quarter (the annual report, as to the fourth fiscal quarter). Any True-Up Bonus is payable within 15 days after the Company files the annual SEC Report for the related fiscal year. The Excise Tax Bonus is payable within 15 days after the Company’s receipt of written evidence from the Executive as to the payment of the federal excise tax. However, no Quarterly Bonus amount (including any Special Fiscal 2005 Quarterly Bonus), and no Excise Tax Bonus or True-Up Bonus, is payable unless and until the Company raises a minimum of $5.0 million from the sale of its equity securities after the date of this Agreement (the “Minimum Equity Sale”).
