Determination of Indemnification Amount. In the event that any Indemnitee believes that it is entitled to claim indemnification from an Indemnitor under this Article XII, the Indemnitee shall notify the Indemnitor of such claim, the amount or estimated amount thereof and the basis for such claim (which will be described in reasonable detail). The Indemnitor, on the one hand, and Purchaser or Seller, as the case may be, which is not the Indemnitor, on the other hand, will proceed, in good faith, and using reasonable efforts, to agree on the amount of such indemnification claim. If they are unable to agree on the amount of such indemnification claim within thirty (30) days after such notice, (a) if such indemnification claim arises out of a claim by an Authority or Third Party of the type referred to in Section 12.6, then the amount of such indemnification claim will be determined pursuant to a final judgment or settlement or compromise pursuant to Section 12.6, or (b) if such indemnification claim does not arise out of such a Third Party Claim, then the indemnification claim will be submitted to the Bankruptcy Court for resolution. The determination of the amount of any indemnification claim pursuant to this Section 12.7 will be final, binding and conclusive, and, subject to the provisions of Section 12.5, the Indemnitee, upon final determination of the amount of the indemnification claim, will be paid by the Indemnitor, within ten (10) days of such final determination, the full amount, in cash, of such indemnification claim, as finally determined, and will be entitled to apply to any court or authority of competent jurisdiction to enforce such payment (the reasonable fees and expenses of such enforcement, if necessary, to be borne by the Indemnitor). In addition, if the Indemnitor does not pay in full the indemnification claim, within ten (10) days, as aforesaid, the amount of the indemnification claim, as finally determined, will be increased to include accrued interest thereon from the date payment is due until the date full payment is received equal to the "prime" rate announced from time to time by JP Morgan Chase, until the date Indemnitee receives the full indemnifxxxxxxx xmxxxx.
Determination of Indemnification Amount. In the event that any indemnitee believes that it is entitled to claim indemnification from an indemnitor under this ARTICLE X, the indemnitee shall notify the indemnitor of such claim, the amount or estimated amount thereof and the basis for such claim (which will be described in reasonable detail). The indemnitor, on the one hand, and the Person which is not the indemnitor, on the other hand, will proceed, in good faith, and using reasonable efforts, to agree on the amount of such indemnification claim. If they are unable to agree on the amount of such indemnification claim within 30 days after such notice, (a) if such indemnification claim arises out of a claim by an Authority or third party of the type referred to in SECTION 10.5, then the amount of such indemnification claim will be determined pursuant to a final judgment or settlement or compromise pursuant to SECTION 10.5, or (b) if such indemnification claim does not arise out of such a third party claim, then the indemnification claim will be submitted to arbitration conducted pursuant to the rules and procedures of the American Arbitration Association. The determination of the amount of any indemnification claim pursuant to this SECTION 10.6 will be final, binding and conclusive, and the indemnitor, upon final determination of the amount of the indemnification claim will pay the indemnitee within 10 days of such final determination, the full amount, in cash, of such indemnification claim, as finally determined, and the indemnitee will be entitled to apply to any court or Authority of competent jurisdiction to enforce such payment (the fees and expenses of such enforcement, if necessary, to be borne by the indemnitor). In addition, if the indemnitor does not pay in full the indemnification claim, within 10 days, as aforesaid, the amount of the indemnification claim, as finally determined, will be increased by 2% for each 4-week period that it is not paid in full.
Determination of Indemnification Amount. As soon as is reasonably practicable after the full and final settlement or the entering of a final and non-appealable judgment regarding a Third Party Claim, the Indemnified Party and the Indemnifying Parties shall endeavor to agree upon the amount, if any, to which the Indemnified Party is entitled under this Section 8.01. In the event that the Indemnifying Parties and the Indemnified Party are unable to reach agreement upon the right of the Indemnified Party to indemnification hereunder, or upon the amount of any such indemnification hereunder, either the Indemnified Party or the Indemnifying Parties may submit such dispute for resolution based on this Section 8.01 in accordance with Section 11.15 of this Agreement. The amount of such indemnification determined pursuant to this Subsection 8.01(E) (the "Indemnification Amount") shall be binding upon the Indemnified Party and the Indemnifying Parties.
Determination of Indemnification Amount. (a) In no event shall Purchaser be entitled to recover or make a claim for any amounts in respect of consequential, special, incidental, opportunity cost or indirect damages or punitive damages, except, in each case, to the extent any such damages (i) are actually paid or payable to third-parties, or (ii) other than in the case of punitive damages, are a natural, probable and reasonably foreseeable result of a breach of this Agreement (or inaccuracy or untruth of representation or warranty) by the Company.
Determination of Indemnification Amount. As soon as is reasonably practicable after the Date of the Notice of Claim, the Indemnified Party and the Indemnifying Parties shall endeavor to agree upon the amount, if any, to which the Indemnified Party is entitled under this Section 11.
Determination of Indemnification Amount. Notwithstanding the foregoing provisions of this Article :
Determination of Indemnification Amount. 46 ARTICLE XIII LICENSE AGREEMENTS
Determination of Indemnification Amount
