Payment of Indemnification Obligations. Each Party shall pay promptly to any Indemnified Party the amount of all damages, losses, deficiencies, liabilities, costs, expenses, claims and other obligations to which the foregoing provisions of this Article 15 relates.
Payment of Indemnification Obligations. Each party agrees to pay promptly to any other indemnified party the amount of all damages, losses, settlement payments, deficiencies, liabilities, costs, expenses, claims and other obligations to which the indemnity set forth in Section 6.1 or 6.2 relates. If all or part of any such obligation is not paid when due, then the indemnifying party shall also pay the indemnified party interest on the unpaid amount of the obligation for each day from the date the amount became due until payment in full, payable on demand, at the fluctuating rate per annum which at all times shall be four percentage points in excess of the "prime rate" identified in The Wall Street Journal as the base rate on corporate loans at large U.S. money center commercial banks.
Payment of Indemnification Obligations. In the event that any Indemnifying Party is required to make any payment under this Section 10, such party shall promptly pay the Indemnified Party the amount of such indemnity obligation. If there should be a dispute as to such amount, such Indemnifying Party shall nevertheless pay when due such portion, if any, of the obligation as shall not be subject to dispute. The difference, if any, between the amount of the obligation ultimately determined as properly payable under this Section 10 and the portion, if any, theretofore paid shall bear interest for the period from the date the amount was demanded by the Indemnified Party until payment in full, payable on demand, at the rate of 10% per annum. Notwithstanding anything herein to the contrary, all indemnification payments to a CTB Indemnified Party shall be satisfied first by set-off against the $2,800,000 Secured Promissory Note pursuant to Section 10.8 until such time as the principal thereof has been fully so reduced or paid.
Payment of Indemnification Obligations. (a) Damages shall be due and owing when finally judicially determined to be covered by the indemnities set forth in Article 5 hereof or otherwise as mutually agreed among the parties hereto. The Indemnitor shall, within two (2) business days following receipt of written demand by the Indemnitee, pay the Indemnitee or at the Indemnitee's direction in immediately available funds any and all Damages then due and owing.
Payment of Indemnification Obligations. In the event that any Seller or the Buyer is required to make any payment under this Section 10, such party shall promptly pay the Buyer Indemnified Party or the Seller Indemnified Party, as the case may be, the amount of such indemnity obligation. If there should be a dispute as to such amount, such Seller or the Buyer, as the case may be, shall nevertheless pay when due such portion, if any, of the obligation as shall not be subject to dispute. The difference, if any, between the amount of the obligation ultimately determined as properly payable under this Section 10 and the portion, if any, theretofore paid shall bear interest for the period from the date the amount was demanded by the Buyer Indemnified Party or the Seller Indemnified Party, as the case may be, until payment in full, payable on demand, at the rate of 6% per annum. So long as any principal is unpaid and outstanding (and not previously set off pursuant to this Section 10.6) under the Seller Notes, the Buyer (or the Company as successor by merger to the Buyer) and K-Tron, as the case may be, shall first set off any amount owing, or which the Buyer believes in good faith is or may be owing, by a Seller to the Buyer or another Buyer Indemnified Party under this Agreement against the payment obligations of the Buyer hereunder or the payment obligations of K-Tron under the Seller Note to such Seller. If one or more Sellers are required to make any payment to Buyer or a Buyer Indemnified Party under this Section 10, then Buyer shall (i) set off only the Seller Notes of the Sellers obligated to make such payments and (ii) any payment to, or set off by, the Buyer shall be deemed to satisfy any obligations of Sellers to all Buyer Indemnified Parties in respect of the claim for which payment or set off has been made and to the extent of such payment or set off.
Payment of Indemnification Obligations. All indemnification amounts payable to any party hereto in connection with a claim for indemnification pursuant to this Section 10 shall be effected immediately upon final determination of the amount of the indemnification liability by payment of cash or delivery of a cashier’s check in the amount of the indemnification liability.
Payment of Indemnification Obligations. The GAIA Holding Stockholder agrees to pay promptly to any other indemnified party the amount of all damages, losses, settlement payments, deficiencies, liabilities, costs, expenses, claims and other obligations to which the indemnity set forth in Section 7.9(a) relates. If all or part of any such obligation is not paid when due, the n the indemnifying party shall also pay the indemnified party interest on the unpaid amount of the obligation for each day from the date the amount became due until payment in full, payable on demand, at the fluctuating rate per annum which at all times shall be four percentage points in excess of the "prime rate" identified in The Wall Street Journal as the base rate on corporate loans at large U.S. money center commercial banks.
Payment of Indemnification Obligations. In the event a Party is required to make any payment under this Article VII (the "Indemnifying Party"), such Indemnifying Party shall promptly pay the Party entitled to indemnification (the "Indemnified Party") the full amount of such indemnity obligation. If there exists a good faith dispute as to such amount, the Indemnifying Party shall nevertheless pay when due such portion, if any, of the obligation as shall not be subject to dispute.
Payment of Indemnification Obligations. Each indemnifying Party shall pay promptly to any Indemnified Party the amount of all non-disputed damages, losses, deficiencies, liabilities, costs, expenses (including reasonable attorneys’ fees), claims and other obligations to which the foregoing provisions of this Article XIV relates; provided, however, that the aggregate of such indemnification obligation of either Party under this Article XIV shall not exceed the Purchase Price.
Payment of Indemnification Obligations. After (a) any final Order has been rendered by a Governmental Authority of competent jurisdiction, (b) a settlement has been consummated in accordance with this Article VI, or (c) the Indemnified Person and the Indemnifying Person have arrived at a mutually binding Contract, in each case, with respect to a Third-Party Claim or a Direct Claim, the Indemnified Person shall forward to the Indemnifying Person notice of any amounts due and owing by the Indemnifying Person in accordance with this Article VI. Any amounts due and owing by Securityholders to any Buyer Indemnified Person in accordance with this Article VI, shall be first paid by Securityholders, Jointly/Severally, by release of funds to the applicable Buyer Indemnified Person from the Indemnification Escrow Account by the Escrow Agent in accordance with the Escrow Agreement (and Buyer and the Securityholder Representative shall promptly instruct the Escrow Agent accordingly), and if the remaining balance of the Indemnification Escrow Account is insufficient to pay in full any such amounts due and owing by Securityholders to any Buyer Indemnified Person pursuant to Article VI, then the Non-ESOP Securityholders, Jointly/Severally, shall pay to the applicable Buyer Indemnified Person, within ten (10) Business Days after the occurrence of the earliest event to occur that is described in the first sentence of this Section 6.8, all such remaining amounts due and owing by Securityholders to the applicable Buyer Indemnified Person by wire transfer of immediately available funds to the account designated by Buyer to the Securityholder Representative in writing. For the avoidance of doubt, other than for fraud, the liability of the ESOP under this Article VI shall be solely limited to the ESOP’s Pro Rata Percentage of the Primary Indemnification Escrow Amount. If any amounts are due and owing by Buyer to any Securityholder Indemnified Person in accordance with this Article VI, then Buyer shall pay to the applicable Securityholder Indemnified Person, within ten (10) Business Days after the occurrence of the earliest event to occur that is described in the first sentence of this Section 6.8, all such amounts due and owing by Buyer to the applicable Securityholder Indemnified Person by wire transfer of immediately available funds to the account designated by the Securityholder Representative to Buyer in writing.
