Payment of Indemnified Losses Sample Clauses

Payment of Indemnified Losses. In the event that the Indemnified Party is entitled to any indemnification pursuant to this Article XI, Parent shall be paid exclusively from the Indemnification Escrow Shares. For the avoidance of doubt, in the event all Indemnification Escrow Shares have been distributed pursuant to this Article XI, there shall be no further indemnification obligation hereunder. Any and all such indemnification payments shall be treated as an adjustment to the Per Share Merger Consideration for Tax purposes, unless otherwise required by applicable Law.
Sample 1Sample 2
AutoNDA by SimpleDocs
Payment of Indemnified Losses. (a) Dachis shall pay all Indemnified Loss of any Indemnified Party within ten (10) days of receipt of notice from that Indemnified Party of an Indemnified Loss in accordance with Section 5.7, unless Dachis has given a notice of dispute of the Indemnified Loss to the Indemnified Party and the Escrow Agent, in which case the claim for Indemnified Loss shall be subject to resolution in accordance with the provisions of Article VI of this Agreement. In the event any payment for an Indemnified Loss is made after the tenth day, it shall bear interest from (and including) the date due (but excluding the date of payment), at an interest rate equal to five percent (5%) above the Prime Rate in effect on the date such payment became due, but in no event to exceed the maximum interest rate permitted under Applicable Laws; provided, however, that no such payment shall be due so long as it is the subject of a bona fide, reasonable contest or so long as the delay is solely due to the administrative timing requirements of making a distribution of the Escrowed Consideration in accordance with the terms of the Escrow Agreement.
Sample 1Sample 2
Payment of Indemnified Losses. An Indemnified Party shall be paid in cash by Corning Buyer (in the case of a payment required to be made to a SDC Indemnified Party) or by SDC (in the case of a payment required to be made to a Corning Indemnified Party) the amount to which such Indemnified Party may become entitled by reason of the provisions of this Section 9, within fifteen (15) Business Days after such amount is determined either by mutual agreement of the Parties or on the date on which both such amount and the Indemnifying Party’s obligation to pay such amount have been determined pursuant to Section 9.3 or Section 9.4. In the event of an adjustment to the Indemnity Cap pursuant to clause (b) of the definition of “Indemnity Cap”, (a) if the Total Projection Adjustment Amount is positive (and the Indemnity Cap is increased as a result), Corning Buyer agrees that it will promptly pay to SDC the Corning Cap Deficiency Adjustment Amount (if any) and SDC agrees that it will promptly pay to Corning Buyer the SDC Cap Deficiency Adjustment Amount (if any); or (b) if the Total Projection Adjustment Amount is negative (and the Indemnity Cap is decreased as a result), Corning Buyer agrees that it will promptly pay to SDC the SDC Cap Excess Adjustment Amount (if any) and SDC agrees that it will promptly pay to Corning Buyer the Corning Cap Excess Adjustment Amount (if any), in each case in cash within fifteen (15) Business Days after the Total Projection Adjustment Amount is finalized in accordance with Section 10.
Sample 1
Payment of Indemnified Losses. In the event that the Indemnified Party is entitled to any indemnification pursuant to this Article XII, Purchaser shall be paid exclusively from the Indemnification Escrow Shares, until exhausted, and then from any other Escrow Shares that may still be held by the Escrow Agent, if any, in accordance with the Escrow Agreement, until exhausted. All Escrow Shares shall be valued at $10.00 per share for all purposes hereunder, regardless of any change in market value. For the avoidance of doubt, in the event all Escrow Shares have been distributed prior to the Purchaser’s receiving full payment pursuant to this Article XII, then absent fraud, there shall be no further right of indemnification from Shareholder or obligation of payment by Shareholder hereunder. Any and all such indemnification payments shall be treated as an adjustment to the Exchange Consideration for Tax purposes, unless otherwise required by applicable Law.
Sample 1
Payment of Indemnified Losses. In the event that an amount hereunder shall become due and payable by Xx. Xxx to an Indemnified Party (a “Claim Amount”), the Indemnified Party shall send a Gateway Payment Request (as defined in the Indemnification Escrow Agreement) or a Final Determination Notice (as defined in the Indemnification Escrow Agreement), as applicable, to Xx. Xxx and to the Escrow Agent. The portion of the Claim Amount that is equal to or less than the Fair Market Value (as determined in accordance with the provisions of the Indemnification Escrow Agreement) of the Escrow Shares (as defined in the Indemnification Escrow Agreement) shall be disbursed to the Indemnified Party from the Escrow Shares, subject to the terms of, and in accordance with the procedures set forth in, the Indemnification Escrow Agreement . Solely with respect to Losses with respect to any Cap Exclusion, within ten (10) business days after receipt of a Gateway Payment Request or a Final Determination Notice, as applicable, with a Claim Amount in excess of the Fair Market Value of the Escrow Shares, Xx. Xxx shall pay to the Indemnified Party in cash in immediately available funds and/or Gateway Common Stock that portion of the Claim Amount in excess of the Fair Market Value of the Escrow Shares (the “Excess Escrow Claim Amount”).
Sample 1
Payment of Indemnified Losses. In the event that an amount hereunder shall become due and payable by Gateway to the Indemnified Party (a “Claim Amount”), the Indemnified Party shall send a payment request to Gateway. The portion of the Claim Amount that is equal to or less than the Fair Market Value of the Indemnification Shares shall be disbursed to the Indemnified Party in cash, subject to the aggregate Maximum Aggregate Indemnification.
Sample 1

Related to Payment of Indemnified Losses

  • Payment of Indemnification If, in regard to any Losses:

  • Indemnification of Indemnitees From and after Bank Closing and subject to the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys’ fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank that are not assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution for which indemnification is provided hereunder in (a) of this Section 12.1, subject to certain exclusions as provided in (b) of this Section 12.1:

  • Indemnity of Indemnitee The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

  • Treatment of Indemnification Payments All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Transaction Consideration to the extent permitted by applicable Law.

  • Claim of Indemnification The Parties hereto agree to waive any right they might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy, security or claim payment from any other person before claiming this indemnity.

  • Indemnification of Indemnitee The Company hereby agrees to defend, hold harmless, and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

  • Payment of Indemnification Obligation 40 9.6 Survival of Representations; Claims for Indemnification...........................................40 9.7 Indemnification Representative....................................................................41 X. Post-Closing Agreements................................................................................41 10.1

  • Treatment of Indemnity Payments Any payments made to an Indemnified Party pursuant to this Article VII or pursuant to the Escrow Agreement shall be treated as an adjustment to the Purchase Price for tax purposes.

  • Liability of Indemnitees (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Partnership, the Limited Partners, or any other Persons who have acquired interests in the Partnership Interests, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

  • Claims Indemnified Subject to the exclusions stated in Subsection 4.02(d), the Company agrees to indemnify, protect, defend and hold harmless on an After-Tax Basis each Indemnitee against Claims resulting from or arising out of the sale, purchase, acceptance, non-acceptance or rejection of the Aircraft under the Purchase Agreement or the ownership, possession, use, non-use, substitution, airworthiness, control, maintenance, repair, operation, registration, re-registration, condition, sale, lease, sublease, storage, modification, alteration, return, transfer or other disposition of the Aircraft, the Airframe, any Engine or any Part (including, without limitation, latent or other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement) by the Company, any Permitted Lessee or any other Person. Without limiting the foregoing and subject to, and without duplication of, the provisions of Section 6.01(a), the Company agrees to pay the reasonable ongoing fees, and the reasonable out-of-pocket costs and expenses of the Loan Trustee and, so long as it is the holder of any Equipment Notes, each Pass Through Trustee (including, without limitation, reasonable attorney’s fees and disbursements and, to the extent payable as provided in the Indenture, reasonable compensation and expenses of such Person’s agents) in connection with the transactions contemplated hereby.

Time is Money Join Law Insider Premium to draft better contracts faster.