Payment of the Indemnification Clause Samples

The "Payment of the Indemnification" clause defines how and when indemnification payments must be made by one party to another in the event of a covered loss or claim. Typically, this clause outlines the process for submitting claims, the timeframe for payment after liability is established, and any documentation required to support the indemnity request. Its core practical function is to ensure that the indemnified party receives timely and clear compensation for losses, thereby reducing disputes and providing financial certainty in the event of a claim.
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Payment of the Indemnification. Any indemnification due by Purchaser in accordance with this Section 9.3 shall be paid by Purchaser in accordance with Section 9.3(b)(iii) above, within sixty (60) days from the date of receipt of the claim made hereunder by the Sellers Representative, or should Purchaser challenge such claim within such period, within sixty (60) days from the date at which the Seller Losses if finally quantified (either by settlement between the Parties or by a final and binding decision ("Due Date"). ARTICLE X
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Payment of the Indemnification. Once a definitive resolution binding the Indemnitee to the payment of any amount of money has been issued pursuant to Section 10.2 above, the Airport Group shall so notify the Strategic Partner or the Partners of the Strategic Partner, as the case may be, so that it reimburses the corresponding amounts no later than 10 (ten) business days following such notice.
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Payment of the Indemnification. Upon your request to make any payment in respect to any event in accordance with this Indemnification Undertaking, the Company will take all actions that are necessary according to law for its payment, and will act to arrange any certificate that may be required in connection thereto, if any. If any certificate is required for payment as aforesaid, and such payment is not approved for any reason, this payment or any part thereof which is not approved as aforesaid will be subject to the approval of the court and the Company will act to obtain the same.
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Payment of the Indemnification. If the Indemnifying Party pays to the Indemnified Party an amount for any Loss and the Indemnified Party subsequently recovers (whether by way of settlement, insurance, payable, discount, credit, counterclaim or otherwise) from a third party a sum which corresponds, partially or wholly, to such Loss, the Indemnified Party shall promptly repay to the Indemnifying Party such amount as was recovered from the third party, less all reasonable costs, charges and expenses incurred by the Indemnified Party in recovering that sum from the third party and less all Taxes due by the Indemnified Party on, or otherwise resulting from, such recovered sum. The Indemnified Party’s obligation to repay pursuant to the preceding sentence shall apply only to the extent the amounts recovered from all sources (including the Indemnifying Party and any tax benefit) in connection with a particular Loss, less the deductions referred to in the preceding sentence, exceed the amount of the Loss sustained. Any indemnity payment by the Indemnifying Party hereunder shall be deemed to constitute damages and not a reduction or increase in the Closing Purchase Price.
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Payment of the Indemnification. Any indemnification due by Guarantors in accordance with this Section 9.1 shall be paid by Guarantors in accordance with Section 9.1(b)(iii) above, within sixty (60) days from the date of receipt of the claim made hereunder by Purchaser, or should Guarantors challenge such claim within such period, within sixty (60) days from the date at which the Purchaser Losses if finally quantified (either by settlement between the Parties or by a final and binding decision ("Due Date").
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Payment of the Indemnification. 9.9.1 Any indemnification under the present Article 9 shall be payable by the Sellers or the Escrow Agent, as the case may be, with respect to any claim concerning a Loss within ten (10) Business Days following one of the following events: (a) the resolution of such claim by mutual agreement between the Sellers’ Representatives and the Purchaser; or (b) the issuance of an enforceable judgment by a court having jurisdiction in accordance with the provisions of Article 12.11; or (c) without prejudice to the other provisions of this Article 9, any transaction ending a third-party claim.
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Payment of the Indemnification. After the Third Party Claim is decided by a final unappealable decision of a court of law or arbitration panel, or in the event of a disbursement related to the Buyer Losses or Sellers’ Losses by the Indemnified Party related to the Third Party Claim, as the case may be, any eventual Buyer Losses or Sellers’ Losses resulting from such decision will be conclusively deemed a liability of the Indemnifying Party, and the Indemnifying Party shall pay the respective amount disbursed by the Indemnified Party, regardless of any conclusive decision to the Indemnified Party, in accordance with the provisions of Sections 4, 9 and 10, within thirty (30) days from its receipt of a notice of the Indemnified Party to that effect with evidence of payment in connection with the relevant Loss, in immediately available funds through deposit(s) into the bank account(s) indicated by the Indemnified Party in such notice.
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Payment of the Indemnification. Subject to Section 12.13 (Late Payments), the Indemnifying Party shall pay the Indemnified Party the indemnification due under this Article X as soon as the Asserted Liability has been settled in accordance with this Article X, or, failing such agreement, the case has been concluded by a final and binding Order by any Governmental Authority.
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Payment of the Indemnification. Any payment of indemnification for Losses resulting from an Indemnified Event (including, but not limited to, any reimbursement of expenses, costs or charges incurred or accrued for the preparation or maintenance of any demand), shall be paid by the Indemnifying Party within five (5) Business Days after: (i) an unappealable final sentence (sentença transitada em julgado) taken by the courts; (ii) issuance of definitive arbitration award; (iii) payment of judicial deposit (or similar act at administrative level) by the respective Indemnified Party; or (iv) payment for any settlement, release of obligation (judicial or extrajudicial) by the respective Indemnified Party. 12.8.1. In case of Non-Third Party Claims, the payment of the indemnification shall be made by the Indemnified Party within fifteen (15) days counted from the date of the receipt of the Notice of Indemnification. 12.8.2. The costs and expenses incurred by the Indemnified Party in the management of an Indemnified Event, including, but not limited to, legal, accountants’ and experts’ fees, court costs, court deposits and any other necessary disbursements, shall be paid and reimbursed to the Indemnified Party within three (3) days as of the delivery to the Indemnifying Party of the corresponding payment receipt or deposit. 12.8.3. Any amount due as indemnification hereunder shall be monetarily adjusted from the day the indemnification becomes due to the date of the actual payment by the Indemnifying Party pursuant to the variation of the IGP-M-FGV calculated pro rata diem. 12.8.4. The lack of payment of any indemnification due hereunder subjects the Indemnifying Party to, in addition to the amount of the indemnification monetarily adjusted pursuant to the variation of the IGP-M-FGV, a non-compensatory penalty corresponding to ten percent (10%) of the total amount due, plus interests of one per cent (1%), calculated pro rata diem from the date of the actual breach to the date of the actual payment. 12.8.5. Should any of the assets held by any Indemnified Party be seized by judicial or arbitration decision, the Indemnifying Party shall take all necessary actions to release such assets within five (5) days as of the publication of the decision. The failure to release the assets from the seizure subjects the Indemnifying Party to damages resulting therefrom. 12.8.6. In case the payment of the indemnification is due by the Seller to the Buyer prior to the Second Payment Date, such indemnification pay...
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Related to Payment of the Indemnification

  • Release; Indemnification (a) In further consideration of the execution of this Amendment by the Administrative Agent and the Lenders, each Loan Party, individually and on behalf of its successors (including any trustees acting on behalf of such Loan Party and any debtor in possession with respect to such Loan Party), assigns, Subsidiaries and Affiliates (collectively, the “Releasors”), hereby forever releases each Agent and ▇▇▇▇▇▇ and their respective successors, assigns, parents, Subsidiaries, Affiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, whether matured or unmatured, whether fixed or contingent that such Releasor has, had or may have against the Releasees, or any of them, which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the Credit Agreement or the other Loan Documents prior to the date hereof, including with respect to the Obligations, any Collateral, the Credit Agreement, any other Loan Document and any third party liable in whole or in part for the Obligations. This provision shall survive and continue in full force and effect whether or not each Loan Party shall satisfy all other provisions of this Amendment or the other Loan Documents, including payment in full of all Obligations. Each Releasor understands, acknowledges and agrees that the foregoing release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. (b) Each Loan Party hereby acknowledges and agrees that such Loan Party’s obligations under this Amendment shall include an obligation to indemnify and hold the Releasees harmless with respect to any indemnified liabilities in any manner relating to or arising out of the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment to the extent required by Section 11.04(b) of the Credit Agreement.

  • 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.

  • Insurance Indemnification A. The Contractor shall procure and maintain during the life of this contract such insurance policies, including those set forth in Exhibit C, as will protect itself and the City from all claims for bodily injuries, death or property damage which may arise under this contract; whether the act(s) or omission(s) giving rise to the claim were made by the Contractor, any subcontractor or anyone employed by them directly or indirectly. In the case of all contracts involving on-site work, the Contractor shall provide to the City, before the commencement of any work under this contract, documentation satisfactory to the City demonstrating it has obtained the policies and endorsements required by Exhibit C. B. Any insurance provider of Contractor shall be admitted and authorized to do business in the State of Michigan and shall carry and maintain a minimum rating assigned by A.M. Best & Company’s Key Rating Guide of “A-“ Overall and a minimum Financial Size Category of “V”. Insurance policies and certificates issued by non-admitted insurance companies are not acceptable unless approved in writing by the City. C. To the fullest extent permitted by law, Contractor shall indemnify, defend and hold the City, its officers, employees and agents harmless from all suits, claims, judgments and expenses, including attorney's fees, resulting or alleged to result, from any acts or omissions by Contractor or its employees and agents occurring in the performance of or breach in this Agreement, except to the extent that any suit, claim, judgment or expense are finally judicially determined to have resulted from the City’s negligence or willful misconduct or its failure to comply with any of its material obligations set forth in this Agreement.

  • Seller Indemnification (a) The Seller agrees to indemnify and hold harmless Purchaser against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

  • Other Indemnification Indemnification similar to that specified in this Section (with appropriate modifications) shall be given by the Company and each Holder of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.