Payment of Indemnification Claims. All claims for indemnification shall be paid by Indemnifying Party in immediately available funds in U.S. dollars. Any undisputed portion of an indemnification claim shall be paid promptly by the Indemnifying Party to the Indemnified Parties involved. An Indemnifying Party may dispute any portion of an indemnification claim, provided, however, that such disputed indemnification claim shall be paid promptly by the Indemnifying Party to the Indemnified Party together with interest at a market rate upon the final determination of the payable amount of the claim (if any) by a court of competent jurisdiction.
Payment of Indemnification Claims. (a) To the extent that Asta or the Borrower is obligated to pay the amount due in respect of an Indemnification Claim (such amount an "Indemnification Amount"), (i) Asta agrees that it shall pay Indemnification Amounts on behalf of itself and Borrower (but with respect to the Borrower only under circumstances in which Asta is jointly and severally liable with Borrower), and (ii) Borrower agrees that it shall pay Indemnification Amounts on behalf of itself. Neither Borrower nor Asta shall pay any Indemnification Amount except as permitted under this Agreement. At any time that any Indemnification Amount is due and owing or Asta has any Outstanding Indemnification Expenses, such Indemnification Amount shall be promptly paid and such Outstanding Indemnification Expenses shall be promptly repaid from the following sources: first, from Indemnification Recoveries, if any; second, from amounts on deposit in the Indemnity Reserve Account; third, from Asta, an amount up to but not greater than any Interest Rebate previously paid to Asta; fourth, in accordance with clause ninth of Section 3.2(a) above; and fifth, Profit Disgorgement from each of Asta and the Lender.
(b) If the Borrower receives any Indemnification Recoveries on or following any date upon which any Indemnification Amount is due and owing or has been paid, such funds shall be promptly disbursed in the following order, priority and amounts: first, to pay outstanding Indemnification Amounts until reduced to zero; second, to Asta, to repay any Outstanding Indemnification Expenses until reduced to zero; third, to each of Lender and Asta ratably, to repay the aggregate amount of their respective Profit Disgorgements, if applicable; fourth, to Asta, to repay the amount of any Interest Rebate repaid pursuant to clause third of Section 4.1(a) above; and fifth, to Lender for deposit into the Collection Account, to be distributed pursuant to Section 3.2(a).
Payment of Indemnification Claims. Subject to Section 11.4, all claims for indemnification shall be paid by the Indemnifying Party in immediately available funds in U.S. Dollars. Subject to Section 11.4, payments for indemnification claims shall be made promptly after any final determination of the amount of such claim is made by a court of competent jurisdiction (or by agreement of the Parties involved).
Payment of Indemnification Claims. The Indemnifying Party shall pay any amount due pursuant to this Article XII within ten (10) Business Days after the determination of the amount of any such indemnification, to the extent that the existence and entitlement to indemnification is not disputed by the Indemnifying Party, or within ten (10) Business Days after the conclusion of any Dispute Resolution Procedures, to the extent that the existence or entitlement to indemnification is disputed by the Indemnifying Party and is established pursuant to such Dispute Resolution Procedures.
Payment of Indemnification Claims. If the Indemnitee asserts an indemnification claim under this Agreement which is not disputed by the Corporation, the amount of such claim shall be paid within fifteen (15) days after the date the Corporation advises the Indemnitee in writing that it does not dispute the asserted indemnification claim(s) of the Indemnitee. If the Indemnitee asserts a claim under this Agreement which is disputed by the Corporation, then the Corporation shall pay to the Indemnitee the amount of the final judgment, award or settlement in respect of such claim within fifteen (15) calendar days after the date of such final judgment, award or settlement.
Payment of Indemnification Claims. (a) If any Indemnified Party is entitled to indemnification from an Indemnifying Party pursuant to this Agreement, such indemnification payment will be made in cash upon demand; provided, however, that a Parent Indemnified Party shall proceed (i) only against the Holdback during the Holdback Period until the Holdback is depleted, (ii) then against the Earn Out, if any, during the Earn Out Period until the Earn Out, if any, is depleted and (iii) then against the respective Shareholders only for those Claims, if any as provided in Section 9.2(b).
(b) Parent may, at its option (at any time and from time to time), reduce any amount owed by Parent or one of its Affiliates to any Shareholder Indemnified Person under this Agreement (whether pursuant to this Article IX or otherwise) or any other Transaction Document by all or part of any amount owed by the Shareholders to Parent or one of its Affiliates under this Agreement (whether pursuant to this Article IX or otherwise) or any other Transaction Document.
(c) Any payment made by the Shareholders or Parent pursuant to this Article IX will be deemed an adjustment to the Net Closing Consideration.
Payment of Indemnification Claims. (a) Subject to the limitations set forth in this Article IX, Indemnifying Parties shall be entitled to pay or reimburse Indemnified Parties for Losses in the form of Parent Common Stock. For purposes of this Section 9.7, the value of each share of Parent Common Stock shall be deemed to be the average of the closing sale price of Parent Common Stock as quoted on the AIM (or any successor market or index) for the ten (10) consecutive trading days ending the trading day that is three (3) trading days preceding the day the indemnification claim is paid.
(b) If the Indemnifying Parties are the Target Indemnitors, liability for the applicable Losses shall be allocated and shared among such Target Indemnitors in accordance with each such Target Indemnitor’s Proportionate Share.
(c) If the Indemnifying Parties are the Parent Indemnitors, the payment for the applicable Losses shall be allocated and shared among the Target Indemnitees in accordance with each such Target Indemnitee’s Proportionate Share.
Payment of Indemnification Claims. To the extent it is finally determined or otherwise agreed upon that any Indemnifying Party is required to provide an indemnification payment pursuant to this Article VIII to any Indemnified Party, such payment shall be made directly by such Indemnifying Party by wire transfer of immediately available funds to an account designated by such Indemnified Party, within 10 Business Days of such final determination and designation of account.
Payment of Indemnification Claims. During the term of the Indemnification Escrow Agreement, if an Indemnified Party is entitled to payment or indemnification from the Shareholder or KS under sections 5.H(a), 5.I and 8.A, the Indemnified Party shall seek payment of such amount, by and in accordance with the Indemnification Escrow Agreement, from the Indemnification Escrow Fund. Following the termination of the Indemnification Escrow Agreement, if an Indemnified Party is entitled to indemnification from the Shareholder or KS under section 8.A, the Indemnified Party shall seek payment of such amount from the Shareholder; provided, that if the Indemnified Party seeks payment of such amount from the Shareholder and the Shareholder does not satisfy such indemnification obligation in accordance with the terms of this section 8, then the Indemnified Party may seek payment from KS of any portion of such amount not paid by the Shareholder and KS agrees to be liable for and promptly pay any such amounts. For greater certainty and without limitation, the foregoing provisions of this section 8.G are subject to the limitations set forth in sections 8.B and 8.E. Any amounts paid by the Shareholder or KS, as the case may be, to the Offeror pursuant to this section 8, to the Offeror whether from the Indemnification Escrow Fund or otherwise, shall be deemed to represent a corresponding reduction of the purchase price paid by the Offeror for the Shareholder’s Shares or the KS Shares, as the case may be.
Payment of Indemnification Claims. All claims for indemnification made against by an Indemnified Person shall be paid by Seller or Shareholder to such Indemnified Person within 10 days of the later of (i) notice of such claim pursuant to Section 8.2 or Section 8.3, or (ii) the resolution thereof by the parties or pursuant to any Proceeding brought by an Indemnified Person with respect thereto.
