Payment of the Indemnification Sample Clauses

Payment of the Indemnification. Once a definitive resolution binding the Indemnitee to the payment of any amount of money has been issued pursuant to Section 10.2 above, the Airport Group shall so notify the Strategic Partner or the Partners of the Strategic Partner, as the case may be, so that it reimburses the corresponding amounts no later than 10 (ten) business days following such notice.
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Payment of the Indemnification. Upon your request to make any payment in respect to any event in accordance with this Indemnification Undertaking, the Company will take all actions that are necessary according to law for its payment, and will act to arrange any certificate that may be required in connection thereto, if any. If any certificate is required for payment as aforesaid, and such payment is not approved for any reason, this payment or any part thereof which is not approved as aforesaid will be subject to the approval of the court and the Company will act to obtain the same.
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Payment of the Indemnification. Any indemnification due by Guarantors in accordance with this Section 9.1 shall be paid by Guarantors in accordance with Section 9.1(b)(iii) above, within sixty (60) days from the date of receipt of the claim made hereunder by Purchaser, or should Guarantors challenge such claim within such period, within sixty (60) days from the date at which the Purchaser Losses if finally quantified (either by settlement between the Parties or by a final and binding decision ("Due Date").
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Payment of the Indemnification. If the Indemnifying Party pays to the Indemnified Party an amount for any Loss and the Indemnified Party subsequently recovers (whether by way of settlement, insurance, payable, discount, credit, counterclaim or otherwise) from a third party a sum which corresponds, partially or wholly, to such Loss, the Indemnified Party shall promptly repay to the Indemnifying Party such amount as was recovered from the third party, less all reasonable costs, charges and expenses incurred by the Indemnified Party in recovering that sum from the third party and less all Taxes due by the Indemnified Party on, or otherwise resulting from, such recovered sum. The Indemnified Party’s obligation to repay pursuant to the preceding sentence shall apply only to the extent the amounts recovered from all sources (including the Indemnifying Party and any tax benefit) in connection with a particular Loss, less the deductions referred to in the preceding sentence, exceed the amount of the Loss sustained. Any indemnity payment by the Indemnifying Party hereunder shall be deemed to constitute damages and not a reduction or increase in the Closing Purchase Price.
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Payment of the Indemnification. Any indemnification due by Purchaser in accordance with this Section 9.3 shall be paid by Purchaser in accordance with Section 9.3(b)(iii) above, within sixty (60) days from the date of receipt of the claim made hereunder by the Sellers Representative, or should Purchaser challenge such claim within such period, within sixty (60) days from the date at which the Seller Losses if finally quantified (either by settlement between the Parties or by a final and binding decision ("Due Date"). ARTICLE X
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Payment of the Indemnification. Any payment of indemnification for Losses resulting from an Indemnified Event (including, but not limited to, any reimbursement of expenses, costs or charges incurred or accrued for the preparation or maintenance of any demand), shall be paid by the Indemnifying Party within five (5) Business Days after: (i) an unappealable final sentence (sentença transitada em julgado) taken by the courts; (ii) issuance of definitive arbitration award; (iii) payment of judicial deposit (or similar act at administrative level) by the respective Indemnified Party; or (iv) payment for any settlement, release of obligation (judicial or extrajudicial) by the respective Indemnified Party. 12.8.1. In case of Non-Third Party Claims, the payment of the indemnification shall be made by the Indemnified Party within fifteen (15) days counted from the date of the receipt of the Notice of Indemnification. 12.8.2. The costs and expenses incurred by the Indemnified Party in the management of an Indemnified Event, including, but not limited to, legal, accountants’ and experts’ fees, court costs, court deposits and any other necessary disbursements, shall be paid and reimbursed to the Indemnified Party within three (3) days as of the delivery to the Indemnifying Party of the corresponding payment receipt or deposit. 12.8.3. Any amount due as indemnification hereunder shall be monetarily adjusted from the day the indemnification becomes due to the date of the actual payment by the Indemnifying Party pursuant to the variation of the IGP-M-FGV calculated pro rata diem. 12.8.4. The lack of payment of any indemnification due hereunder subjects the Indemnifying Party to, in addition to the amount of the indemnification monetarily adjusted pursuant to the variation of the IGP-M-FGV, a non-compensatory penalty corresponding to ten percent (10%) of the total amount due, plus interests of one per cent (1%), calculated pro rata diem from the date of the actual breach to the date of the actual payment. 12.8.5. Should any of the assets held by any Indemnified Party be seized by judicial or arbitration decision, the Indemnifying Party shall take all necessary actions to release such assets within five (5) days as of the publication of the decision. The failure to release the assets from the seizure subjects the Indemnifying Party to damages resulting therefrom. 12.8.6. In case the payment of the indemnification is due by the Seller to the Buyer prior to the Second Payment Date, such indemnification pay...
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Payment of the Indemnification. After the Third Party Claim is decided by a final unappealable decision of a court of law or arbitration panel, or in the event of a disbursement related to the Buyer Losses or Sellers’ Losses by the Indemnified Party related to the Third Party Claim, as the case may be, any eventual Buyer Losses or Sellers’ Losses resulting from such decision will be conclusively deemed a liability of the Indemnifying Party, and the Indemnifying Party shall pay the respective amount disbursed by the Indemnified Party, regardless of any conclusive decision to the Indemnified Party, in accordance with the provisions of Sections 4, 9 and 10, within thirty (30) days from its receipt of a notice of the Indemnified Party to that effect with evidence of payment in connection with the relevant Loss, in immediately available funds through deposit(s) into the bank account(s) indicated by the Indemnified Party in such notice.
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Payment of the Indemnification. 9.9.1 Any indemnification under the present Article 9 shall be payable by the Sellers or the Escrow Agent, as the case may be, with respect to any claim concerning a Loss within ten (10) Business Days following one of the following events: (a) the resolution of such claim by mutual agreement between the Sellers’ Representatives and the Purchaser; or (b) the issuance of an enforceable judgment by a court having jurisdiction in accordance with the provisions of Article 12.11; or (c) without prejudice to the other provisions of this Article 9, any transaction ending a third-party claim.
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Payment of the Indemnification. Subject to Section 12.13 (Late Payments), the Indemnifying Party shall pay the Indemnified Party the indemnification due under this Article X as soon as the Asserted Liability has been settled in accordance with this Article X, or, failing such agreement, the case has been concluded by a final and binding Order by any Governmental Authority.
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Related to Payment of the Indemnification

  • Release Indemnification (a) In further consideration of the execution of this Amendment by the Administrative Agent and the Lenders, each Loan Party, individually and on behalf of its successors (including any trustees acting on behalf of such Loan Party and any debtor in possession with respect to such Loan Party), assigns, Subsidiaries and Affiliates (collectively, the “Releasors”), hereby forever releases each Agent and Xxxxxx and their respective successors, assigns, parents, Subsidiaries, Affiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, whether matured or unmatured, whether fixed or contingent that such Releasor has, had or may have against the Releasees, or any of them, which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the Credit Agreement or the other Loan Documents prior to the date hereof, including with respect to the Obligations, any Collateral, the Credit Agreement, any other Loan Document and any third party liable in whole or in part for the Obligations. This provision shall survive and continue in full force and effect whether or not each Loan Party shall satisfy all other provisions of this Amendment or the other Loan Documents, including payment in full of all Obligations. Each Releasor understands, acknowledges and agrees that the foregoing release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (b) Each Loan Party hereby acknowledges and agrees that such Loan Party’s obligations under this Amendment shall include an obligation to indemnify and hold the Releasees harmless with respect to any indemnified liabilities in any manner relating to or arising out of the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment to the extent required by Section 11.04(b) of the Credit Agreement.

  • Request for Indemnification and Indemnification Payments Indemnitee shall notify the Company promptly in writing upon receiving notice of any demand, judgment or other requirement for payment that Indemnitee reasonably believes to be subject to indemnification under the terms of this Agreement, and shall request payment thereof by the Company. Indemnification payments requested by Indemnitee under Section 3 hereof shall be made by the Company no later than sixty (60) days after receipt of the written request of Indemnitee. Claims for advancement of expenses shall be made under the provisions of Section 6 herein.

  • Insurance Indemnification 7.1 The Independent Contractor shall maintain a policy or policies of liability insurance with coverages (including, but not limited to, professional liability coverage) that is/are sufficient to protect NCISD and the Independent Contractor against any claims, demands, causes of action, or damages arising out of the Independent Contractor’s performance of services under this Agreement. The limits of liability of such policy(ies) shall be in an amount acceptable to NCISD. Such policy(ies) (i) shall be written by companies authorized to issue such insurance policy(ies) in the State of Texas, (ii) shall and must name NCISD as an additional insured, and (iii) shall contain no specific limitations on the coverage afforded additional insureds. 7.2 THE INDEPENDENT CONTRACTOR SHALL INDEMNIFY, HOLD HARMLESS, SAVE, AND DEFEND NCISD AND NCISD’S OFFICERS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, AND DAMAGES, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES AND EXPENSES, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE PROVISION OF SERVICES BY THE INDEPENDENT CONTRACTOR, OR ANY NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS OF THE INDEPENDENT CONTRACTOR.

  • Seller Indemnification (a) The Seller agrees to indemnify and hold harmless Purchaser against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

  • Other Indemnification Indemnification similar to that specified in this Section (with appropriate modifications) shall be given by the Company and each Holder of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

  • Mandatory Indemnification; Indemnification as a Witness (i) To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Claim relating to an Indemnifiable Event or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice, Indemnitee shall be indemnified against all Losses relating to such Claim in accordance with Section 2 to the fullest extent allowable by law, and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required. (ii) To the extent that Xxxxxxxxxx’s involvement in a Claim relating to an Indemnifiable Event is to prepare to serve and serve as a witness, and not as a party, the Indemnitee shall be indemnified against all Losses incurred in connection therewith to the fullest extent allowable by law and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required.

  • Other Indemnification Provisions The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy any Party may have for breach of representation, warranty, or covenant.

  • Exculpation; Indemnification Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 11.

  • Reimbursement and Indemnification (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc., except, in both cases, to the extent that such expenses arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee is hereby indemnified and held harmless from and against any and all liabilities, obligations, indemnity obligations, losses (excluding loss of anticipated profits), damages, claims, actions, suits, judgments, out-of-pocket costs, expenses and disbursements (including legal and consultants' fees and expenses) and taxes of any kind and nature whatsoever (collectively, the "Liabilities") which may be imposed on, incurred by or asserted at any time against it in any way relating to or arising out of the Trust Estate, any of the properties included therein, the administration of the Trust Estate or any action or inaction of the Owner Trustee hereunder or under the Transaction Documents, except to the extent that such Liabilities arise out of or result from (i) the Owner Trustee's own willful misconduct, bad faith or gross negligence, (ii) the inaccuracy of any of the Owner Trustee's representations or warranties contained in Section 7.03 of this Agreement, (iii) taxes based on or measured by any fees, commissions or compensation received by the Owner Trustee for acting as such in connection with any of the transactions contemplated by this Agreement or any other Transaction Document, or (iv) the Owner Trustee's failure to use reasonable care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. Any amounts payable to the Owner Trustee on account of the indemnities set forth in this Section 8.02 shall be payable, first, out of amounts on deposit in the Collection Account prior to payments on the Transferor Certificates, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Transferor and third, to the extent not paid pursuant to clause first and second within 60 days of first being incurred, by Countrywide Home Loans, Inc. The indemnities contained in this Section 8.02 shall survive the termination of this Agreement and the removal or resignation of the Owner Trustee hereunder. Losses, claims, damages, liabilities, and expenses in any way attributable to defaults on the Mortgage Loans are excluded from the coverage of the provisions of this Section.

  • Escrow and Indemnification 50 8.1 Survival of Representations, Warranties and Covenants...........50 8.2 Indemnity.......................................................50 8.3

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