Payment of Indemnifiable Losses. Subject to the terms of any final order entered by a court of competent jurisdiction, the Indemnifying Party shall pay the amount of any indemnifiable Losses to the Indemnitee within 30 days following the later to occur of (i) the date on which such indemnifiable Losses are incurred or sustained by the Indemnitee or (ii) the date on which the Indemnifying Party has acknowledged its liability for such indemnifiable Losses. Indemnifiable Losses not paid when so due shall accrue interest from (and including) the date on which such indemnifiable Losses were incurred or sustained by the Indemnitee until (but excluding) the date on which such amount is paid, at the interest rate provided in section 11.17.
Payment of Indemnifiable Losses. To the extent not previously paid in connection with Loan Level Indemnification Amounts or Significant Unreimbursed Securitization Expenses, the Indemnifying Party shall pay to the Claimant in cash the amount to which the Claimant may become entitled by reason of the provisions of this Article III within ten (10) Business Days after such amount is finally determined either by mutual agreement of the parties, in the case of Indemnifiable Losses described in any Claim Notice, the date on which both such amount and Claimant’s obligation to pay such amount have been finally determined by judgment of the trial court or administrative body having jurisdiction over such Proceeding.
Payment of Indemnifiable Losses. In the event of any claim by a Purchaser Indemnified Party against Holdco or one or more of the Stockholders for indemnification under Section 11.3, a Purchaser Indemnified Party shall have the right, exercisable at the sole option of the Purchaser, to repurchase, for a price equal to $0.01 per share of Consideration Stock, a number of shares of Consideration Stock equal to (i) the amount of Indemnifiable Loss, divided by (ii) the difference of (x) $1.10, less $0.01, and, to the extent such Indemnifiable Loss is not satisfied under the preceding clause, seek payment in cash therefor, severally and not jointly, from Holdco and the Stockholders. If the Purchaser elects to satisfy an indemnity claim under Section 11.3(a) or (b) through repurchase of Consideration Stock, such Consideration Stock shall be purchased from Holdco or the Stockholders, as applicable (in the case where the Consideration Stock is purchased from the Stockholders, in proportion to each of their Pro Rata Amounts). Closing of the purchase and sale of such Consideration Stock shall occur on such Business Day as Purchaser may specify in a notice provided not less than ten (10) Business Days prior to such closing date. At the closing, Holdco or the selling Stockholder, as applicable, shall deliver good and valid title to the Consideration Stock free and clear of all Liens and subject to such reasonable and customary representations and warranties as Purchaser may request, and Holdco or the Stockholder shall deliver such additional certificates, stock powers, documents and agreements as, and in such form and substance as, Purchaser may reasonably request.
Payment of Indemnifiable Losses. (a) Any indemnification with respect to a claim asserted under Section 8.02 or Section 8.03 shall be effected by wire transfer of immediately available funds from the Indemnifying Party to an account designated in writing by the applicable Indemnified Party within ten (10) Business Days following a Final Resolution thereof. For purposes of this Section 8.06, “Final Resolution” means (i) a final, non-appealable order or judgment from a court of competent jurisdiction that resolves the particular dispute, including any such final, non-appealable order or judgment from a court of competent jurisdiction that orders that Buyer is entitled to recover monetary damages under the terms of this Agreement or (ii) a written agreement executed by Buyer and Seller that resolves any dispute arising under, in connection with or relating to this Agreement or the transactions contemplated hereby, including any such written agreement that specifies that Buyer is entitled to recover monetary damages under the terms of this Agreement. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such ten (10) Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to and including the date such payment has been made at a rate per annum equal to Five Percent (5%). Such interest shall be calculated daily on the basis of a 365-day year and the actual number of days elapsed, without compounding.
Payment of Indemnifiable Losses. (a) All Losses for which the Parent Indemnified Parties are entitled to be indemnified for under Section 10.2(a) shall be recovered (subject to the Escrow Cap, the Minimum Threshold and the Retention Basket, and any other applicable limitations set forth in this Article X): (i) first, from the Indemnification Escrow Funds; and (ii) second, when there are no longer Indemnification Escrow Funds held by the Escrow Agent, from the R&W Insurance Policy.
(b) All Losses for which the Parent Indemnified Parties are entitled to be indemnified for under Section 10.2(b)(i), Section 10.2(b)(iii) and Section 10.2(b)(v), or with respect to any Carveout Matter that may be covered by the R&W Insurance Policy, shall be recovered (without regard to the Escrow Cap, the Minimum Threshold and the Retention Basket, but subject, with respect to each Indemnitor (including, for the avoidance of doubt, in such Indemnitor’s capacity as a Joining Party), to such Indemnitor’s Individual Aggregate Cap, and any other applicable limitations set forth in this Article X): (i) first, from the Indemnification Escrow Funds; (ii) second, from the R&W Insurance Policy (up to its limits if such matter is covered by the R&W Insurance Policy); and (iii) third, to the extent such Losses exceed the limits of, or are not otherwise covered by, the R&W Insurance Policy, at Parent’s sole option, directly from the Joining Parties in accordance with their Joining Party Pro Rata Shares or by way of set-off pursuant to Section 10.8 or any combination of the foregoing.
(c) All Losses for which the Parent Indemnified Parties are entitled to be indemnified for under Section 10.2(b) (other than Section 10.2(b)(i), Section 10.2(b)(iii), Section 10.2(b)(v) and Section 10.2(b)(viii), and with respect to any Carveout Matter that may be covered by the R&W Insurance Policy) shall be recovered (without regard to the Escrow Cap, the Minimum Threshold and the Retention Basket, but subject, with respect to each Indemnitor (including, for the avoidance of doubt, in such Indemnitor’s capacity as a Joining Party), to such Indemnitor’s Individual Aggregate Cap, and any other applicable limitations set forth in this Article X): (i) first, from the Indemnification Escrow Funds and (ii) second, when there are no longer Indemnification Escrow Funds held by the Escrow Agent, at Parent’s sole option, directly from the Joining Parties in accordance with their Joining Party Pro Rata Shares or by way of set-off pursuant to Section 10...
