Payment of Indemnity Obligations Sample Clauses

Payment of Indemnity Obligations. To the extent that the Seller Shareholder is determined to have any liability to any Indemnitee hereunder, such liability shall be discharged only as follows(subject to the limitations of this Agreement, including the maximum indemnity obligation of $200,000 provided under Section 9.3):
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Payment of Indemnity Obligations. All indemnification payments required to be made pursuant to this Section 10 including, without limitation, reimbursement for expenses incurred in connection with the defense of a Third Party Claim (whether prior to or following final disposition of any such action), shall be paid within thirty (30) days of demand therefor; provided, however, that in the event of a bona fide dispute as to the obligation or liability of a Stockholder with respect to all or any part of a PSDI claim, such PSDI claim or the portion thereof as to which there is a bona fide dispute, as the case may be, shall be paid upon resolution of such dispute by
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Payment of Indemnity Obligations. LBC agrees that the obligations of Guarantor under this Guaranty shall terminate, subject to the provisions of Paragraph 3 hereof, upon the earlier to occur of: (i) one (1) year after the date upon which LBC shall have received full payment of all Indemnity Obligations and all other sums due and owing under this Guaranty; and (ii) termination of the Indemnity Obligations in accordance with the terms of Section 25 of the Partnership Agreement.
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Payment of Indemnity Obligations. All indemnity obligations of Contributor under this Agreement shall be funded by cash payments to the Company and not by adjustments in Contributor’s interest in the Company unless Contributor and Investor otherwise agree in writing.
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Payment of Indemnity Obligations. (a) With respect to Indemnity Obligations of Seller or HJ Members, such Indemnity Obligations shall be satisfied in the following order of priority: first, by reducing the balance of the Purchaser Note by an amount equal to the amount of such Indemnity Obligations, and second, in the event that any such Indemnity Obligations are in excess of the then balance of the Purchaser Note, directly against the Seller and/or the HJ Members, jointly and severally, in accordance with Section 13.5(b); provided, however, that the total Indemnity Obligation of the HJ Members, collectively, shall be limited to $*. (However, nothing herein shall in any way reduce or limit the scope, type or amount of any insurance coverage and/or proceeds that may be available relating to the Indemnity Obligations; and, at the request of the Purchaser, each of the Seller and HJ Members shall promptly execute an assignment of such party’s right to the proceeds payable to Seller or either HJ Member under any applicable insurance policy in order to fund in whole or in part the Indemnity Obligations owing to Purchaser hereunder.)
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Payment of Indemnity Obligations. Any amount due in respect of the indemnification obligations between the parties hereto set forth in this Article VIII shall be payable as follows:
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Related to Payment of Indemnity Obligations

  • 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

  • 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.

  • Indemnity Obligations Notwithstanding anything to the contrary in this Agreement:

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

  • Survival of Indemnification Obligations The provisions of this Article 13 shall survive the expiration or termination of this Agreement.

  • 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.

  • Conditions of Indemnification The respective obligations and liabilities of Seller and Purchaser (the "indemnifying party") to the other (the "party to be indemnified") under Sections 6.01 and 6.02 hereof with respect to claims resulting from the assertion of liability by third parties shall be subject to the following terms and conditions:

  • Indemnification Obligations Subject to the limitations set forth in this Agreement, each Fund severally and not jointly agrees to indemnify and hold harmless the Custodian and its nominees from all loss, damage and expense (including reasonable attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian on behalf of such Fund in the performance of its duties and obligations under this Agreement; provided however, that such indemnity shall not apply to loss, damage and expense occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian or its nominee. In addition, each Fund agrees severally and not jointly to indemnify any Person against any liability incurred by reason of taxes assessed to such Person, or other loss, damage or expenses incurred by such Person, resulting from the fact that securities and other property of such Fund's Portfolios are registered in the name of such Person; provided however, that in no event shall such indemnification be applicable to income, franchise or similar taxes which may be imposed or assessed against any Person.

  • 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.

  • 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:

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