PAYMENT OF INDEMNITY FEES Sample Clauses

PAYMENT OF INDEMNITY FEES. Japanese Funding Lender shall promptly pay by wire transfer of immediately available funds to each Indemnifying Lender, as an indemnity fee for the Indemnity Participation provided to Japanese Funding Lender by Indemnifying Lender in this subsection 2.10, the following amounts, in each case in proportion to such Indemnifying Lender's Indemnity Amount: (i) with respect to the Japanese Loans, an amount equal to the excess of the interest received by Japanese Funding Lender pursuant to subsection 2.2C from Xxxx Japan in excess of the Base Rate or the Adjusted Eurodollar Rate, as the case may be, on such Japanese Loans; (ii) with respect to Letters of Credit, letter of credit fees received by Japanese Funding Lender pursuant to subsections 3.2(i)(b) and 3.2(ii)(b) from Administrative Agent; and (iii) commitment fees received by Japanese Funding Lender pursuant to subsection 2.3A from Administrative Agent; provided that if any such indemnity fee is less -------- than $10,000, Japanese Funding Lender shall not be required to so promptly pay such indemnity fee to the Indemnifying Lender until the aggregate unpaid amount of indemnity fees accumulates to an amount exceeding $10,000. The excess, if any, of the interest payable to Japanese Funding Lender on the Japanese Loans over the interest distributable to Indemnifying Lender under this subsection 2.10B in respect thereof, and the excess, if any, of the letter of credit and commitment fees payable to Japanese Funding Lender over and in addition to the letter of credit and commitment fees distributable to Indemnifying Lender under this subsection 2.10B, shall be retained by Japanese Funding Lender.
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Related to PAYMENT OF INDEMNITY FEES

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

  • 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.

  • 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.

  • Calculation of Indemnity Payments (a) The amount of any Loss for which indemnification is provided under this Article XII shall be net of any amounts recovered by the Indemnified Party under insurance policies with respect to such Loss.

  • Characterization of Indemnification Payments Except as otherwise required by Law, all payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 hereof shall be treated as adjustments to the Purchase Price for Tax purposes.

  • Tax Treatment of Indemnity Payments For all Tax purposes, the parties agree to treat all payments made under any indemnity provisions contained in this Agreement as adjustments to the Purchase Price, except to the extent applicable Law requires otherwise.

  • Tax Treatment of Indemnification Payments All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

  • Review of Indemnification Obligations (i) Notwithstanding the foregoing, in the event any Reviewing Party shall have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be indemnified, exonerated or held harmless hereunder under applicable law, (A) the Company shall have no further obligation under Section 2(a) to make any payments to Indemnitee not made prior to such determination by such Reviewing Party and (B) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee (within thirty (30) days after such determination); provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee is entitled to be indemnified, exonerated or held harmless hereunder under applicable law, any determination made by any Reviewing Party that Indemnitee is not entitled to be indemnified hereunder under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for any Expenses shall be unsecured and no interest shall be charged thereon.

  • Termination of Indemnification (a) The obligations to indemnify and hold harmless a party hereto pursuant to (i) Sections 9.01(i) and 9.020), shall terminate when the applicable representation or warranty terminates pursuant to paragraph (b) below and (ii) the other clauses of Sections 9.01 and 9.02 shall not terminate; provided, however, that as to clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying party.

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