Examples of Indemnification Matter in a sentence
The Indemnitor shall have no liability with respect to any Indemnification Matter unless the Indemnitee gives an Indemnification Notice with respect thereto within eighteen (18) months after the Closing Date.
Any Action for an Indemnification Matter by an Indemnitee on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnitee giving the Indemnitor reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnitee becomes aware of such Direct Claim.
The Indemnification Notice shall set forth the nature of the Indemnification Matter and the amount demanded or claimed in connection therewith, to the extent such information is known to the Indemnitee, together with copies of any written documents regarding the Indemnification Matter.
Upon determination of the amount due, or after a final agreement is reached or a final judgment or order is rendered with respect to the Indemnification Matter, the Indemnifying Party shall pay to the Indemnified Party or the Person entitled thereto, as applicable, the amount owing by the Indemnifying Party with respect to such Indemnification Matter within five (5) days.
Notwithstanding the preceding sentence, with respect to any Indemnification Matter involving intentional misrepresentation or fraud or the failure of Sellers to remit accounts receivable or Government Payment Program Proceeds pursuant to Section 2.10 hereof, there shall be no such time limitation with respect to the Indemnification Notice or the Indemnifying Party's obligations to indemnify the Indemnitee.