Sources of Indemnity Payments Sample Clauses

Sources of Indemnity Payments. Subject to the following provisions of this Article VIII, reduction of the Deferred Payment (or a disbursement to Parent from the Escrow Account, if the Escrow Account shall have been established) shall be the source for funding any indemnity payment due to a Parent Indemnified Party hereunder, but to the extent the amount of the Deferred Payment (or amount in the Escrow Account) is not sufficient therefor, the Parent may, in its discretion, reduce the amount of the cash to be included in a payment of Earn-out Consideration it expects to make by the amount equal to the amount due to a Parent Indemnified Party as indemnity hereunder and not satisfied by reduction of the Deferred Payment (or a disbursement to Parent from the Escrow Account) and, to the extent the amount so due to a Parent Indemnified Party is not so satisfied, then the Unitholder Representative shall be required to pay all of such additional sums due and owing to the Parent Indemnified Party by transfer of immediately available funds within thirty (30) days after the date of notice. To the extent any amount is due to a Parent Indemnified Party other than Parent pursuant to this Article VIII, Parent shall seek recovery of such amount on behalf of the Parent Indemnified Party (and is hereby authorized to act on behalf of such Parent Indemnified Party for such purpose) by a reduction of the Deferred Payment or by a disbursement from the Escrow Account in an amount equal to the amount due to such Parent Indemnified Party, and Parent, upon recovery thereof, shall promptly pay the amount thereof over to such Parent Indemnified Party, provided, however, to the extent the amount so due to such Parent Indemnified Party is not satisfied by reduction of the Deferred Payment or a disbursement from the Escrow Account, the Unitholder Representative shall be required to pay all of such additional sums due and owing to such Parent Indemnified Party by transfer of immediately available funds within thirty (30) days after the date of notice of any sums then due and owing is given to the Unitholder Representative by the Parent Indemnified Party. If the Unitholder Representative shall have disputed the making of an indemnification payment to Parent by reduction of the Deferred Amount, or a disbursement from the Escrow Account, as provided by Section 8.4(c) and such payment remains in dispute at such time as Parent is required to make a payment of Earn-out Consideration in accordance with Section 2.1(c), then Pa...
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Related to Sources of Indemnity Payments

  • 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.

  • 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 Indemnity Payments Any indemnification payments made pursuant to this Agreement shall be considered, to the extent permissible under Law, as adjustments to the Purchase Price for all 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.

  • 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.

  • 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.

  • Indemnity Payments In the event that either Party agrees to, or is determined to have an obligation to, reimburse the other Party for Losses as provided in this Article VIII, the Indemnifying Party shall promptly pay such amount to the Indemnified Party in U.S. Dollars via wire transfer of immediately available funds to the accounts specified in writing by the Indemnified Party.

  • 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.

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

  • Primacy of Indemnification The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.

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