Additional Indemnification Matters. If a Covered Person is entitled to indemnification in respect of a portion, but not all, of any Liabilities to which such Person may be subject, the Fund shall indemnify such Covered Person to the maximum extent for such portion of the Liabilities. The termination of a Proceeding by settlement shall not create a presumption that the Covered Person is not entitled to indemnification. This Article 11 shall survive any termination of this Agreement and any termination, liquidation or dissolution of the Fund.
Additional Indemnification Matters. THE RELEASES AND INDEMNIFICATION OBLIGATIONS OF THE PARTIES IN THIS AGREEMENT ARE EXPRESSLY INTENDED, AND SHALL OPERATE AND BE CONSTRUED, TO APPLY EVEN WHERE THE LOSSES OR LIABILITIES FOR WHICH THE RELEASE AND/OR INDEMNITY ARE GIVEN ARE CAUSED, IN WHOLE OR IN PART, BY THE SOLE, JOINT, JOINT AND SEVERAL, CONCURRENT, CONTRIBUTORY, ACTIVE OR PASSIVE NEGLIGENCE OR THE STRICT LIABILITY OR FAULT OF THE PARTY BEING RELEASED OR INDEMNIFIED.
Additional Indemnification Matters. (a) For purposes of determining whether there has been any breach of a representation or warranty, and for purposes of determining the amount of Losses resulting therefrom, all qualifications or exceptions in any representation or warranty or the definition of any defined term used therein relating to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or any similar term or phrase shall be disregarded, it being the understanding of the Parties that for purposes of determining Liability under Article VIII, the representations and warranties of the Parties contained in this Agreement shall be read as if such terms and phrases were not included in them.
Additional Indemnification Matters. (a) For all Tax purposes, all indemnification payments under this Article 7 shall be treated by the Parties as adjustments to the Merger Consideration to the extent permitted by applicable law.
Additional Indemnification Matters. [***] The Company agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request.
Additional Indemnification Matters. In determining the existence of, and amount of any Losses in connection with a claim under Section 6.1(a), or Section 6.2(a) all representations and warranties shall be read without regard and without giving effect to any materiality or Material Adverse Change or similar qualification contained therein (as if such qualification were deleted from such representation or warranty).
Additional Indemnification Matters. THE RELEASES AND INDEMNIFICATION OBLIGATIONS OF THE PARTIES IN THIS AGREEMENT ARE EXPRESSLY INTENDED, AND SHALL OPERATE AND BE CONSTRUED, TO APPLY EVEN WHERE THE LOSSES OR LIABILITIES FOR WHICH THE RELEASE AND/OR INDEMNITY ARE GIVEN ARE CAUSED, IN WHOLE OR IN PART, BY THE SOLE, JOINT, JOINT AND SEVERAL, CONCURRENT, CONTRIBUTORY, ACTIVE OR PASSIVE NEGLIGENCE OR THE STRICT LIABILITY OR FAULT OF THE PARTY BEING RELEASED OR INDEMNIFIED. [ Signatures of the Parties on Next Page ]
Additional Indemnification Matters. The right of indemnification provided under this Article 8 shall not be affected by any knowledge acquired (or capable of being acquired) at any time, whether before or after the Effective Date, with respect to the accuracy or inaccuracy of, or compliance or noncompliance with, any representation, warranty, covenant or agreement contained herein.
Additional Indemnification Matters. 54 Section 9.12 Claims in Excess of Indemnification Limit..........54 ARTICLE X
Additional Indemnification Matters. (a) Without limiting the entitlement of any Purchaser Indemnified Party to seek indemnification pursuant to Section 9.2 hereof, should the indemnification claim be a matter for which any Purchaser Indemnified Party is entitled to make a claim under any of its insurance policies then in effect, the Purchaser Indemnified Party shall make such a claim.
