Indemnification Payment Amount definition

Indemnification Payment Amount has the meaning set forth in Section 8.10(a).
Sample 1Sample 2Sample 3

Examples of Indemnification Payment Amount in a sentence

  • Any Indemnification Payment Amount payable by Sellers to Buyer in excess of $1,000,000 shall be payable by wire transfer of immediately available funds to an account or accounts designated by Buyer within five (5) Business Days following the final determination of the claim for indemnification giving rise to such payment obligation.

  • The amount to be paid in respect of an indemnification obligation pursuant to the preceding sentence is referred to herein as the "Indemnification Payment Amount." Payment of the Indemnification Payment Amount to any Indemnified Party with respect to any Loss shall satisfy the Indemnifying Party's entire indemnification obligation to the Indemnified Party with respect to such Loss pursuant to this Article IX.

  • Any amounts that are required to be paid by the Purchaser to one or more Stockholder Indemnified Parties under this Article VII (each, a “Purchaser Indemnification Payment Amount”) shall be satisfied in cash, by wire transfer of immediately available funds to the Company’s account, which shall be effected not later than five (5) Business Days after determination of the Purchaser Indemnification Payment Amount pursuant to this Article VII.

  • All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be the liability of the Indemnifying Party; provided, however, that the amount of such costs and expenses that shall be the liability of the Indemnifying Party shall not exceed the Maximum Indemnification Payment Amount.

Related to Indemnification Payment Amount

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Closing Payment Amount has the meaning specified in Section 1.5.

  • Termination Payment has the meaning set forth in Section 6.03.

  • Indemnity Payment shall have the meaning set forth in Section 4.4(a).

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Termination Payments has the meaning specified in Section 10(a).

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • CVR Payment Amount means with respect to each CVR Payment and each Holder, an amount equal to such CVR Payment divided by the total number of CVRs and then multiplied by the total number of CVRs held by such Holder as reflected on the CVR Register.

  • Compensation Payment means a payment, whether in monetary form or in the form of a benefit or service, by or on behalf of an insurer to a complainant to compensate the complainant for a proven or estimated financial loss incurred as a result of the insurer’s contravention, non-compliance, action, failure to act, or unfair treatment forming the basis of the complaint, where the insurer accepts liability for having caused the loss concerned, but excludes any –

  • Termination Amount has the meaning set forth in Section 7.02(a).

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • Separation Payment means any lump sum cash payment in excess of Earned Salary and Accrued Obligations payable to Employee under this Agreement.

  • Termination Payment Date means the date on which the RECIPIENT is required to repay to ECOLOGY any outstanding balance of the loan and all accrued interest.

  • Estimated Swap Termination Payment means, with respect to an Early Termination Date, an amount determined by Party A in good faith and in a commercially reasonable manner as the maximum payment that could be owed by Party B to Party A in respect of such Early Termination Date pursuant to Section 6(e) of the ISDA Master Agreement, taking into account then current market conditions.

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Swap Termination Payment Upon the designation of an “Early Termination Date” as defined in the Swap Agreement, the payment to be made by the Swap Administrator to the Swap Provider from payments from the Trust Fund, or by the Swap Provider to the Swap Administrator for payment to the Trust Fund, as applicable, pursuant to the terms of the Swap Agreement.

  • Contingent Compensation Payment means any payment (or benefit) in the nature of compensation that is made or made available (under this Agreement or otherwise) to a “disqualified individual” (as defined in Section 280G(c) of the Code) and that is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on a Change in Ownership or Control of the Company.

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

  • Retention Amount means, in relation to any Retention Date, such sum as shall be the aggregate of:

  • Indemnity Escrow Amount means $3,000,000.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, sponsors, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, letters, the Debtors’ respective memoranda, articles or certificates of incorporation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Reimbursement Amount As defined in Section 2.04.