Certain Indemnification Payments Sample Clauses

Certain Indemnification Payments. Notwithstanding anything to the contrary contained herein, if and to the extent any indemnification payment may become due and owing to a Transferred Entity or JV Entity that would be subject to Tax on the receipt of such payment, such payment shall instead be due and owing to Buyer (or, where relevant, to the Buyer Designee which acquired that Transferred Entity or JV Entity). For the avoidance of doubt, if and to the extent any indemnification payment may become due and owing to a Transferred Entity or JV Entity organized under the laws of the United Kingdom pursuant to this Agreement, such payment shall instead be due and owing to Buyer (or the relevant Buyer Designee where appropriate).
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Certain Indemnification Payments. Notwithstanding anything to the contrary contained herein, if and to the extent any indemnification payment may become due and owing to a Transferred Entity or JV Entity that would be subject to Tax on the receipt of such payment, such payment shall instead be due and owing to Buyer (or, where relevant, to the Buyer Designee which acquired that Transferred Entity or JV Entity). For the avoidance of doubt, if and to the extent any indemnification payment may become due and owing to a Transferred Entity or JV Entity organized under the laws of the United Kingdom pursuant to this Agreement, such payment shall instead be due and owing to Buyer (or the relevant Buyer Designee where appropriate). The Parties shall treat all payments made pursuant to this ARTICLE VI and indemnification payments made pursuant to this Agreement as adjustments to the Final Purchase Price for Tax purposes to the maximum extent permitted by applicable Law.
Sample 1
Certain Indemnification Payments. The Parties agree that in the event that the Indemnifying Party is obligated to make any indemnification payment with respect to any Losses pursuant to this Article 9, the Indemnifying Party shall be entitled to effect such indemnification payment by paying to the Indemnifying Party in question cash in the aggregate amount of the Losses for which such Indemnified Party is entitled to indemnification.
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Related to Certain Indemnification Payments

  • Indemnification Payments The indemnification required by Sections 6.1 and Section 6.2 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred.

  • Treatment of Indemnification Payments All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Adjusted Purchase Price.

  • 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.

  • Indemnification Payment Indemnitee shall be entitled to indemnification of Expenses, and shall receive payment thereof, from the Company in accordance with this Agreement as soon as practicable after Indemnitee has made written demand on the Company for indemnification, unless the Reviewing Party has given a written opinion to the Company that Indemnitee is not entitled to indemnification under applicable law.

  • 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.

  • 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.

  • Release Indemnification If the show or any part thereof is prevented from being held, is canceled by Show Management, or the exhibit space applied for herein becomes unavailable because of war, fire, strike, government regulation, public catastrophe, act of God or the public enemy or other cause. Show Management shall determine and refund to Exhibitor its proportionate share of the balance or the aggregate exhibit fee received which remains after deducting expenses incurred by Show Management and reasonable compensation to Show Management, but in no case shall the amount of refund to exhibitor exceed the amount of the exhibit fee paid. Neither Show Management nor any of its owners, officers, agents, employees and other representatives or advisors shall be held accountable or liable for, and the same are hereby released from. accountability or liability for any damage, loss, harm or injury to the person or any property of Exhibitor or any of its officers, agents, employees or other representatives, resulting from theft, fire, water, accident or any other cause. Exhibitor hereby agrees to indemnify, defend, protect and hold Show Management and its owners, officers, agents, employees and other representatives or advisors harmless against any an all claims, demands suits, liability, damages, loss, costs, attorney fees, and expenses of whatever kind or nature that might result from or arise out of any action or failure to act of Exhibitor or any of its officers, agents, employees, invitees, or other representatives.

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

  • Limits on Indemnification Notwithstanding anything to the contrary contained in this Agreement:

  • Basic Indemnification Arrangement In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will indemnify and hold harmless Indemnitee to the fullest extent permitted by law, as soon as practicable, but in any event no later than fifteen (15) calendar days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, such Claim; and (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemnitee. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim.

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