Indemnification Matter definition
Examples of Indemnification Matter in a sentence
After a final agreement is reached or a final judgment or order is rendered with respect to any Indemnification Matter, the Indemnitor shall promptly, but in no event later than three business days after such determination, agreement, judgment or order, pay to the Indemnitee the amount owing by the Indemnitor with respect to such Indemnification Matter.
With respect to any Indemnification Matter under Section 6.1(a) and Section 6.12(b), the Indemnitors shall have no liability unless the Indemnitee gives an Indemnification Notice prior to the 18-month anniversary of the date of this Agreement.
Notwithstanding the limitations set forth in Section 9.5 hereof, neither the Basket nor the Ceiling shall apply in the case of any Indemnification Matter which arises out of, relates to, or involves Losses incurred due to a breach of (i) the Fundamental Representations, or (ii) the Sellers’ indemnification obligations under Section 9.1(c) (Taxes) and Section 9.1(d) (Transaction Expenses; Change of Control Payments).
The amount of the Losses relating to an Indemnification Matter shall not include any punitive or special damages (except to the extent that a third party seeks punitive or special damages against an Indemnitee).
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.