Payment of Indemnification Payments Sample Clauses

Payment of Indemnification Payments. All indemnifiable Damages payable by the Seller under this Article 8 shall be net of (a) any reserves specifically relating to the Damages, where such reserves are set forth in the balance sheets used in determining the Closing Working Capital Balance, and (b) amounts actually recovered by the Buyer or its Affiliates under any insurance policy. All indemnifiable Damages under this Agreement will be paid in cash in immediately available funds within 5 business days after determination of such amount, provided the parties may elect the following during such 5 business day period:
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Payment of Indemnification Payments. All indemnifiable Damages under this Agreement will be paid in cash in immediately available funds. All indemnifiable Damages payable by the Members under this Article IX shall be reduced by amounts actually recovered by PetroQuest or its Affiliates under any insurance policy.
Payment of Indemnification Payments. All indemnifiable Damages under this Agreement will be paid in cash in immediately available funds, and all claims by the Purchaser first shall be payable to the extent of available funds from the Escrow Account, and the several nature of the Sellers' representations and warranties shall not affect the Purchaser's right to collect the total amount of any Damages from the Escrow Account for which indemnification is provided hereunder. Claims in excess of the Escrow Amount may be made against the respective Sellers. All Indemnifiable Damages payable by the Sellers under this Article X shall be net of amounts actually recovered by the Purchaser or its Affiliates under any insurance policy.
Payment of Indemnification Payments. Any and all Damages payable by Seller or the Company hereunder shall first be paid or otherwise satisfied by a payment of funds pursuant to the Defects and Warranties Escrow.
Payment of Indemnification Payments. 14 8.6 Exclusive Remedy..14 ARTICLE IX MISCELLANEOUS 14
Payment of Indemnification Payments. (a) Any and all indemnification obligations of the Shareholders under this Section 9 shall be paid and satisfied solely by the Escrow Agent out of the Escrow Account on behalf of the Shareholders in cash in immediately available funds.
Payment of Indemnification Payments. All indemnifiable Damages payable by the Sellers under this Article X shall be paid in cash in immediately available funds, subject to Section 10.4 or otherwise satisfied by exercise of the offset right by Purchaser pursuant to Section 10.4. All indemnifiable Damages payable by the Sellers under this Article X shall be net of amounts actually recovered by the Purchaser under any insurance policy. All indemnifiable Damages payable by the Purchaser under this Article X shall be paid in cash in immediately available funds.
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Payment of Indemnification Payments. All indemnifiable Damages payable by the Sellers or Owners under this Article IX shall, subject to Section 9.4, be paid in cash in immediately available funds. All indemnifiable Damages payable by the Sellers or Owners under this Article IX shall be net of amounts actually recovered by the Purchaser under any insurance policy. If, following the receipt by an Indemnified Party under Section 9.2(a) of any indemnity payment hereunder, such Indemnified Party shall receive any insurance recovery or indemnity payment from a third party in respect of the same underlying claim, such Indemnified Party shall reimburse the Sellers or the Owners, as applicable, to the extent of such insurance recovery or third party indemnity payment. All indemnifiable Damages payable by the Purchaser under this Article IX shall be paid in cash in immediately available funds. Notwithstanding anything to the contrary contained herein, the Purchaser shall set off indemnifiable Damages to which it is entitled hereunder against any payments of principal and/or interest due or to be due under the Note prior to the exercise by the Purchaser of additional rights under this Article IX.
Payment of Indemnification Payments 

Related to Payment of Indemnification Payments

  • 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.

  • Payment of Indemnification If, in regard to any Losses:

  • 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.

  • 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.

  • 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.

  • Characterization of Indemnification Payments Except as otherwise required by Law, all payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 hereof shall be treated as adjustments to the Purchase Price for Tax purposes.

  • Treatment of Indemnity Payments Any payments made to an Indemnified Party pursuant to this Article VII or pursuant to the Escrow Agreement shall be treated as an adjustment to the Purchase Price for tax purposes.

  • Tax Treatment of Indemnity Payments Seller and Buyer agree to treat any indemnity payment made pursuant to this Article X as an adjustment to the Purchase Price for Tax purposes.

  • 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.

  • Review of Indemnification Obligations (i) Notwithstanding the foregoing, in the event any Reviewing Party shall have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be indemnified, exonerated or held harmless hereunder under applicable law, (A) the Company shall have no further obligation under Section 2(a) to make any payments to Indemnitee not made prior to such determination by such Reviewing Party and (B) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee (within thirty (30) days after such determination); provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee is entitled to be indemnified, exonerated or held harmless hereunder under applicable law, any determination made by any Reviewing Party that Indemnitee is not entitled to be indemnified hereunder under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for any Expenses shall be unsecured and no interest shall be charged thereon.

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