Common use of Indemnification Payment Clause in Contracts

Indemnification Payment. In the event a claim or any Action for indemnification or breach hereunder has been finally determined, the amount of such final determination shall be paid (a) if the Indemnified Party is an Purchaser, by the Company to the Indemnified Party and (b) if the party claiming breach of this Agreement is the Company, by the Purchaser against whom the claim of breach is made to the Company, in each case on demand in immediately available funds; provided, however, that any reasonable and documented out-of-pocket expenses incurred by the Indemnified Party or the Company, as the case may be, as a result of such claim or Action shall be reimbursed promptly by the Company or such Purchaser, as the case may be, upon receipt of a copy of the invoice describing such incurred costs from the Indemnified Party. A claim or an Action, and the liability for and amount of damages therefor, shall be deemed to be “finally determined” for purposes of this Agreement when the parties hereto have so determined by mutual agreement or, if disputed, when a final non-appealable governmental order has been entered into with respect to such claim or Action.

Indemnification Payment. In the event a claim or any Action for indemnification or breach hereunder has been finally determined, the amount of such final determination shall be paid (a) if the Indemnified Party is an Purchaserthe Investor, by the Company and the Bank to the Indemnified Party and (b) if the party claiming breach of this Agreement Indemnified Party is the Company, by the Purchaser against whom the claim of breach is made Investor to the CompanyIndemnified Party, in each case on demand in immediately available funds; provided, however, that any reasonable and documented out-of-pocket expenses incurred by the Indemnified Party or the Company, as the case may be, as a result of such claim or Action shall be reimbursed promptly by the Company or such Purchaser, as the case may be, Indemnifying Party upon receipt of a copy of the an invoice describing such costs incurred costs from by the Indemnified Party. A claim or an Action, and the liability for and amount of damages therefor, shall be deemed to be “finally determined” for purposes of this Agreement when the parties hereto have so determined by mutual agreement or, if disputed, when a final non-appealable governmental order has been entered into with respect to such claim or Action. Notwithstanding any other provision of this Agreement, the liability for indemnification by the indemnifying party under this Article V of the Agreement shall not include indirect, incidental, special, punitive or exemplary damages, other than any such Losses awarded to a third party.

Indemnification Payment. In the event a claim or any Action for indemnification or breach hereunder has been finally determined, the amount of such final determination shall be paid (a) if the Indemnified Party is an a Standby Purchaser, by the Company to the Indemnified Party and (b) if the party claiming breach of this Agreement Indemnified Party is the Company, by the Purchaser against whom the claim of breach is made respective applicable Standby Purchaser, severally and not jointly, to the CompanyIndemnified Party, in each case on demand in immediately available funds; provided, however, that any reasonable and documented out-of-pocket expenses incurred by the Indemnified Party or the Company, as the case may be, as a result of such claim or Action shall be reimbursed promptly by the Company or such Purchaser, as the case may be, Indemnifying Party upon receipt of a copy of the an invoice describing such costs incurred costs from by the Indemnified Party. A claim or an Action, and the liability for and amount of damages therefor, shall be deemed to be “finally determined” for purposes of this Agreement when the parties hereto have so determined by mutual agreement or, if disputed, when a final non-appealable governmental order has been entered into with respect to such claim or Action. Any indemnification payment made pursuant to this Agreement shall be treated for tax purposes as an adjustment to the Subscription Price, except as otherwise required by law.