Payment of Indemnification Clause Samples
The Payment of Indemnification clause outlines the process and obligations for compensating a party for losses or damages covered under an indemnity agreement. It typically specifies the timeframe within which payment must be made after a claim is validated, the method of payment, and any documentation required to support the indemnification request. This clause ensures that the indemnified party receives timely and clear compensation, thereby reducing disputes and providing financial protection against specified risks.
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Payment of Indemnification. (a) Expenses incurred by Indemnitee and subject to indemnification under Section 3 above shall be paid directly by the Corporation or reimbursed to Indemnitee within ten days after the receipt of a written request of Indemnitee providing that Indemnitee undertakes to repay any amount paid or advanced under this Section if and to the extent that it is ultimately determined that Indemnitee is not entitled to indemnification under Section 3.
(b) Except as otherwise provided in Section 4(a) above, any indemnification under Section 3 above shall be made no later than 30 days after receipt by the Corporation of the written request of Indemnitee, unless within that 30-day period the Board of Directors, by a majority vote of a quorum consisting of directors who are not parties to the Proceeding, determines that Indemnitee is not entitled to the indemnification set forth in Section 3 or unless the Board of Directors refers Indemnitee's indemnification request to independent legal counsel. In cases where there are no directors who are not parties to the Proceeding, the indemnification request shall be referred to independent legal counsel. If the indemnification request is referred to independent legal counsel, then Indemnitee shall be paid no later than 45 days after Indemnitee's initial request to the Corporation unless within that time independent legal counsel presents to the Board of Directors a written opinion that indemnification is not allowed under Section 3 of this Agreement. If a Change in Control occurs and results in individuals who were directors prior to the circumstances giving rise to the Change in Control ceasing for any reason to constitute a majority of the Board of Directors, the above determination, if any, shall be made by independent legal counsel and not the Board of Directors. The Corporation agrees to pay the reasonable fees of the independent legal counsel and to fully indemnify that counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant to this Agreement. If there has not been a Change in Control, independent legal counsel shall be selected by the Board or Directors or the executive committee of the board, and if there has been a Change in Control, the independent legal counsel shall be selected by Indemnitee. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's...
Payment of Indemnification. Upon the final, unappealable determination of liability and the amount of the indemnification payment under this Article, the indemnifying Party will pay such amount to the Indemnified Party in immediately available funds within thirty (30) days after such determination.
Payment of Indemnification. Payment of Expenses and Losses shall be made by the Company as soon as practicable but in any event no later than thirty (30) Business Days after written demand by Indemnitee therefor is received by the Company (which written demand shall include such documentation and information in reasonable detail as is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification, including but not limited to copies of invoices received by Indemnitee in connection with Expenses; provided that, in the case of invoices in connection with legal services, any reference to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice), unless the Reviewing Party has provided a written determination to the Company that Indemnitee is not entitled to indemnification under applicable law. The Reviewing Party making the determination with respect to Indemnitee's entitlement to indemnification shall notify Indemnitee of such written determination no later than ten (10) Business Days thereafter.
Payment of Indemnification. To the extent payments are required to be made hereunder, the Company shall pay to Indemnitee such amounts within ten (10) days after the receipt by the Company of Indemnitee’s request.
Payment of Indemnification. An indemnified representative who is entitled to indemnification under this Section 13 shall be entitled to payment within 30 days after a written request for indemnification has been delivered to the Secretary of the Company.
Payment of Indemnification. In the event that Parent, LuxCo or BHN are entitled to any indemnification pursuant to this Article, and Parent, LuxCo or BHN are unable to set off such indemnification pursuant to Section 10.5, Sellers may pay the amount of the indemnification (subject to the limitation set forth in Section 10.1) in shares of Parent Common Stock at Fair Market Value. Any payments by Sellers to a LuxCo Indemnitee will be treated as an adjustment to the Purchase Price.
Payment of Indemnification. Subject to Section 7 above, claims for indemnification under this Section shall be paid or otherwise satisfied by Indemnifying Persons within thirty (30) days after receipt of written notice thereof given by the Indemnified Person in writing.
Payment of Indemnification. If, in regard to any Losses:
(i) Indemnitee shall be entitled to indemnification pursuant to Section 8(a);
(ii) no Standard Conduct Determination is legally required as a condition to indemnification of Indemnitee hereunder; or
(iii) Indemnitee has been determined or deemed pursuant to Section 8(b) or Section 8(c) to have satisfied the Standard of Conduct Determination, then the Company shall pay to Indemnitee, within thirty days after the later of (A) the Notification Date or (B) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.
Payment of Indemnification. The indemnification required by this Section 6 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 Indemnified Damages are incurred.
Payment of Indemnification. The Contributor may satisfy its obligations hereunder by the prompt delivery (paid promptly as and when expenses are incurred) to an Indemnified Party of OP Units, subject to the limits on ownership and transfer of REIT Stock set forth in the Company's articles of incorporation. Any OP Units delivered to an Indemnified Party hereunder shall be valued based upon the initial public offering price of the Company's Common Stock.