Common use of Payment of Losses Clause in Contracts

Payment of Losses. The Corporation shall pay any Losses promptly, and in any event within forty-five days (or, in the case of an advance of expenses, twenty days), upon the written request of the Indemnified Party. If a determination by the Corporation that the Indemnified Party is entitled to indemnification pursuant to this Agreement is required, and the Corporation fails to respond within sixty days to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days (or, in the case of an advance of expenses, twenty days), the right to indemnification or advances as granted by this Agreement shall be enforceable by the Indemnified Party in any court of competent jurisdiction. The Indemnified Party’s costs and expenses (including fees and expenses of counsel) incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 3(a) of this Agreement, if any, has been tendered to the Corporation) that the Indemnified Party has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the Indemnified Party for the amount claimed, but the burden of such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the Indemnified Party is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the Indemnified Party has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Payment of Losses. The Corporation shall pay any Losses promptly, and in any event within forty-five days (or, in the case of an advance of expenses, twenty days), upon the written request of the Indemnified Party. If a)Where a determination by the Corporation Final Determination has been made that the a Buyer Indemnified Party is entitled to indemnification pursuant under this Article VIII, the Buyer Indemnified Party’s right to this Agreement receive payment for any Losses for which Seller is requiredliable shall be paid as a reduction to the Purchase Price first, (i) from the Escrow Amount to the extent that there is some portion of the Escrow Amount that has not yet been released, and then, (ii) in the Corporation event the Escrow Amount has been released or exhausted, Seller shall pay to the applicable Buyer Indemnified Party the amount of any Loss for which Seller is liable hereunder, in immediately available funds, to the account(s) specified by the applicable Buyer Indemnified Party no later than five (5) business days following such Final Determination of such Loss and Seller’s liability therefor. (b)Where a Final Determination has been made that a Seller Indemnified Party is entitled to indemnification from Buyer under this Article VIII, Buyer shall pay to the applicable Seller Indemnified Party the amount of any Loss for which it is liable hereunder, in immediately available funds, to the account(s) specified by the applicable Seller Indemnified Party no later than five (5) business days following such Final Determination of such Loss and Buyer’s liability therefor. (c)A “Final Determination” shall exist when (i) the parties to the dispute have reached an agreement in writing, (ii) the Indemnifying Party fails to respond within sixty days object to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days (or, in the case of claim by an advance of expenses, twenty days), the right to indemnification or advances as granted by this Agreement shall be enforceable by the Indemnified Party within the time period and in accordance with any objection procedure specified in this Agreement, (iii) a court of competent jurisdictionjurisdiction shall have entered a final and non-appealable order or judgment or (iv) an arbitration or like panel shall have rendered a final non-appealable determination with respect to disputes the parties have agreed to submit thereto. The Indemnified Party’s costs and expenses (including fees and expenses of counsel) incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 3(a) of this Agreement, if any, has been tendered to the Corporation) that the Indemnified Party has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the Indemnified Party for the amount claimed, but the burden of such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the Indemnified Party is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the Indemnified Party has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.8.7

Payment of Losses. The Corporation Corporations shall pay any Losses promptly, and in any event within forty-five days (or, in the case of an advance of expenses, twenty days), upon the written request of the Indemnified Party. If a determination by the either Corporation that the Indemnified Party is entitled to indemnification pursuant to this Agreement is required, and the either Corporation fails to respond within sixty days to a written request for indemnity, the Corporation Corporations shall be deemed to have approved the request. If the a Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days (or, in the case of an advance of expenses, twenty days), the right to indemnification or advances as granted by this Agreement shall be enforceable by the Indemnified Party in any court of competent jurisdiction. The Indemnified Party’s costs and expenses (including fees and expenses of counsel) incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the CorporationCorporations. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 3(a) of this Agreement, if any, has been tendered to the either Corporation) that the Indemnified Party has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the such Corporation to indemnify the Indemnified Party for the amount claimed, but the burden of such defense shall be on the Corporation. Neither the failure of the a Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the Indemnified Party is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the a Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the Indemnified Party has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Payment of Losses. The Subject to Section 3, the Corporation or the Partnership shall pay any Losses Losses, or cause their subsidiaries or affiliates to pay any Losses, promptly, and in any event within forty-five days (or, in the case of an advance of expensesExpenses, twenty days), upon the written request of the Indemnified Party. If a determination by the Corporation that the Indemnified Party is entitled to indemnification pursuant to this Agreement is required, and the Corporation fails to respond within sixty days (60) to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies denies, or causes the Partnership or any of their subsidiaries or affiliates to deny, a written request for indemnification or advance of expensesExpenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days (or, in the case of an advance of expensesExpenses, twenty days), the right to indemnification or advances as granted by this Agreement shall be enforceable by the Indemnified Party in any court of competent jurisdiction. The Indemnified Party’s costs and expenses Expenses (including fees and expenses Expenses of counsel) incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation, the Partnership or any of their subsidiaries or affiliates, if applicable. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses Expenses where the undertaking required pursuant to Section 3(a) of this Agreement, if any, has been tendered to the Corporation) that the Indemnified Party has not met the standards of conduct which make it permissible under the Delaware Maryland General Corporation Law for the Corporation to indemnify the Indemnified Party to be indemnified for the amount claimed, but the burden of such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the Indemnified Party is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware Maryland General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the Indemnified Party has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.