Determination of Indemnification Amount Sample Clauses

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 Sellers, 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 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 12.5, then the amount of such indemnification claim will be determined pursuant to a final judgment or settlement or compromise pursuant to Section 12.5, 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 12.6 will be final, binding and conclusive, and the indemnitee, upon final determination of the amount of the indemnification claim, will be paid by the indemnitor, within 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 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 Citibank, N.A., plus 2%, until the date indemnitee receives the full indemnification amount.
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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 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 in accordance with Section 11.14 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.
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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.
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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.
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Determination of Indemnification Amount. 46 ARTICLE XIII LICENSE AGREEMENTS
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Determination of Indemnification Amount. In the event that any payment which is to be made to any Third-Party Beneficiary pursuant to the Compensation Obligations becomes subject to a Compensation Cap, Parent shall promptly pay such amounts up to the Compensation Cap and promptly (and in no event later than ten (10) Business Days following such capped payment) in good faith determine the "Compensation Cap Indemnification Amount", which is the amount of the applicable award which has not been paid as a result of the Compensation Cap. Without duplication of the previous sentence, in the event that any payment which is to be made to any Third-Party Beneficiary becomes subject to an Indemnity Underpayment, Parent shall promptly cause such payments to be made and shall promptly (and in no event later than ten (10) Business Days following such payment) in good faith determine the "Indemnity Underpayment Indemnification Amount", which is the full amount of such excise taxes incurred as a result of such payment and any taxes imposed on the indemnification payment or payments in respect of such payment, subject to the aggregate cap described in item 12 of Section I of the Company Disclosure Letter. Parent shall bear all costs and expenses incurred in connection with these determinations and shall promptly (and in no event later than ten (10) Business Days following a payment subject to a Compensation Cap or an Indemnity Underpayment) provide to such affected Third-Party Beneficiary a notice containing the calculation of the Compensation Cap Indemnification Amount or Indemnity Underpayment Indemnification Amount, as applicable (an "Indemnification Amount"), and all calculations and analysis conducted by or relied upon by Pxxxxx in reaching such determination. Parent shall provide such Third-Party Beneficiary with ten (10) Business Days following delivery of the determination and supporting materials) to review such determination. Such Third-Party Beneficiary shall bear and be responsible for the cost of any legal, tax and related advice incurred by such Third-Party Beneficiary in connection with such review. Unless there is a dispute regarding the Indemnification Amount, Parent shall pay or cause to be paid to such Third-Party Beneficiary the applicable Indemnification Amount, less applicable withholdings, with such payment to be made within five (5) Business Days of the end of such review period, but no sooner than such payment would have been required to be made under the BCA or the Compensation Obligati...
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Determination of Indemnification Amount. Notwithstanding the foregoing provisions of this Article :
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Determination of Indemnification Amount 
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Related to Determination of Indemnification Amount

  • Calculation of Indemnity Payments (a) The amount of any Loss for which indemnification is provided under this Article XII shall be net of any amounts recovered by the Indemnified Party under insurance policies with respect to such Loss.

  • Termination of Indemnification (a) The obligations to indemnify and hold harmless a party hereto pursuant to (i) Sections 9.01(i) and 9.020), shall terminate when the applicable representation or warranty terminates pursuant to paragraph (b) below and (ii) the other clauses of Sections 9.01 and 9.02 shall not terminate; provided, however, that as to clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying party.

  • 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.

  • Limitation of Indemnification Notwithstanding any other terms of this Agreement, nothing herein shall indemnify the Indemnitee against, or exempt the Indemnitee from, any liability in respect of the Indemnitee’s fraud or dishonesty.

  • Indemnification of Indemnitees From and after Bank Closing and subject to the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys’ fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank that are not assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution for which indemnification is provided hereunder in (a) of this Section 12.1, subject to certain exclusions as provided in (b) of this Section 12.1:

  • Indemnification of Indemnitee The Company hereby agrees to defend, hold harmless, and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

  • Exclusion of Indemnification Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of the Agent’s Disqualifying Conduct. In respect of any claim, issue or matter as to which that Person shall have been adjudged to be liable in the performance of that Person’s duty to the Trust or the Shareholders, indemnification shall be made only to the extent that the court in which that action was brought shall determine, upon application or otherwise, that in view of all the circumstances of the case, that Person was not liable by reason of that Person’s Disqualifying Conduct.

  • Continuation of Indemnification All agreements and obligations of the Company contained herein shall continue during the period that the Indemnitee is a director or officer of the Company (or is or was serving at the request of the Company as an agent of another enterprise, foreign or domestic) and shall continue thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was a director or officer of the Company or serving in any other capacity referred to in this Paragraph 10.

  • Procedure for Payment of Indemnifiable Amounts Indemnitee shall submit to the Company a written request specifying the Indemnifiable Amounts for which Indemnitee seeks payment under Section 3 of this Agreement and the basis for the claim. The Company shall pay such Indemnifiable Amounts to Indemnitee within twenty (20) calendar days of receipt of the request. At the request of the Company, Indemnitee shall furnish such documentation and information as are reasonably available to Indemnitee and necessary to establish that Indemnitee is entitled to indemnification hereunder.

  • Treatment of Indemnification Payments All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Transaction Consideration to the extent permitted by applicable Law.

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