Payment of Indemnification Obligations. Each Party shall pay promptly to any Indemnified Party the amount of all Losses to which the foregoing indemnity 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) After (a) any final Governmental Order has been rendered by a Governmental Authority of competent jurisdiction, (b) a settlement has been consummated in accordance with this ARTICLE VII, or (c) the Indemnified Party and the Indemnifying Party have arrived at a mutually binding Contract, in each case, with respect to a Third-Party Claim or a Direct Claim, the Indemnified Party shall forward to the Indemnifying Party notice of any amounts due and owing by the Indemnifying Party in accordance with this ARTICLE VII. Any amounts due and owing by Sellers to any Buyer Indemnified Party in accordance with this ARTICLE VII (excluding under Section 7.02(e) solely with respect to Items 3 and 4 on Annex F) shall be paid first by release of funds to the applicable Buyer Indemnified Party from the Indemnification Escrow Fund by the Escrow Agent in accordance with the Escrow Agreement, and any amounts due and owing by Sellers pursuant to Section 7.02(e) solely with respect to Items 3 and 4 on Annex F shall be paid first by release of funds to the applicable Buyer Indemnified Party from the Special Indemnity Escrow Fund by the Escrow Agent in accordance with the Escrow Agreement (and, in each case, Buyer and the Sellers’ Representative shall promptly instruct the Escrow Agent accordingly). If the remaining balance of the Indemnification Escrow Fund or Special Indemnity Escrow Fund, as applicable, is insufficient to pay in full the amounts due and owing by Sellers to any Buyer Indemnified Party in accordance with this ARTICLE VII, then Sellers, Jointly/Severally, shall pay to the applicable Buyer Indemnified Party, within five (5) Business Days after the occurrence of the earliest event to occur that is described in the first sentence of this Section 7.07(a), all such remaining amounts due and owing by Sellers to the applicable Buyer Indemnified Party by wire transfer of immediately available funds to the account designated by Buyer to the Sellers’ Representative in writing. If any amounts are due and owing by Buyer to any Seller Indemnified Party in accordance with this ARTICLE VII, then Buyer shall pay to the applicable Seller Indemnified Party, within five (5) Business Days after the occurrence of the earliest event to occur that is described in the first sentence of this Section 7.07(a), all such amounts due and owing by Buyer to the applicable Seller Indemnified Party by wire transfer of immediately available funds to the account designated by the Sellers’ Represe...
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. 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 ten (10) 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. Except as set forth in Section 9.6, all indemnification amounts payable to any party hereto in connection with a claim for indemnification pursuant to this Section 9 shall be effected immediately upon 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. (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.
(b) Purchaser may elect, but shall not be obligated to apply the amount of any Damages due and owing to it as Indemnitee to offset and reduce any Deferred Payments otherwise due hereunder. Any such Damages not so offset shall be and remain payable pursuant to Section 5.05(a) above.
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 that any Indemnifying Party is required to make any payment under this Article 5, such party shall promptly pay the Indemnified Party the amount of such indemnity obligation. In the event the Indemnified Party is a Purchaser Indemnified Party, Purchaser will first recover from the Escrow.
