Additional Indemnification Provisions Clause Samples
The "Additional Indemnification Provisions" clause expands or clarifies the standard indemnification obligations between parties in a contract. It typically outlines specific circumstances under which one party must compensate the other for losses, damages, or liabilities, such as third-party claims or breaches of certain representations. This clause may also set out procedures for making indemnification claims or limit the scope of indemnity. Its core function is to allocate risk more precisely and ensure both parties understand their responsibilities for covering potential losses beyond the basic indemnification terms.
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Additional Indemnification Provisions. (a) With respect to each indemnification obligation under this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds that have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification.
(b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses.
(c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracy.
Additional Indemnification Provisions. (a) Purchaser and BLCI, jointly and severally, further agree to indemnify, reimburse, defend and hold harmless the Company Indemnified Parties for, from and against all Losses (including costs of Remedial Work) asserted against, resulting to, imposed on, or incurred by any of them, directly or indirectly, in connection with any of the following:
(i) events, circumstances, or conditions which are alleged to, or do, form the basis for an Environmental Claim;
(ii) the presence, Use or Release of Hazardous Substances at, on, in, under or from the Real Property;
(iii) any Environmental Claim against any Person whose liability for such Environmental Claim Purchaser or BLCI has or may have assumed or retained either contractually or by operation of law;
(iv) any failure of Purchaser or BLCI to fulfill each and every obligation undertaken pursuant to this Agreement or the breach of any representation, warranty or covenant of Purchaser or BLCI set forth in this Agreement;
(v) events, circumstances, or conditions relating to the Facility, the operation of the Facility or Purchaser or BLCI or its Affiliates which form or are alleged to form the basis for any claim under any applicable laws except to the extent caused directly by any of the Company Indemnified Parties prior to the effective date hereof;
(vi) anything occurring at or around, or in connection with, the Facility or the operation of the Facility, except to the extent caused directly by any of the Company Indemnified Parties prior to the effective date hereof;
(vii) any liability asserted against any Company Indemnified Party arising directly or indirectly out of the Facility or related to the Facility other than liabilities caused directly by any Company Indemnified Party prior to the effective date hereof and where the action giving rise to such liabilities is outside of the scope of activities contemplated by and permitted under and any and all documents and/or agreements signed by AH Owner, AH CGP, AH Subordinated, AH Investor, BLCI, or their Affiliates, which are related to the acquisition, development or management of the Facility;
(viii) any foreclosure or other action by any creditor of the Purchaser, BLCI or any Affiliate of BLCI against any Company Indemnified Parties or the Facility;
(ix) the breach of any representation, warranty or covenant regarding Environmental Laws set forth in any document evidencing financing provided to AH Owner, AH CGP, AH Subordinated, AH Investor or any Company Indem...
Additional Indemnification Provisions. (a) With respect to each indemnification obligation in this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any actual non-refundable recoveries to the Indemnified Party described in Section 16.6(b).
(b) In any case where an Indemnified Party recovers from a third Person not affiliated with such Indemnified Party, including any third-party insurer, any amount in respect of any Loss paid by an Indemnifying Party pursuant to this Article XVI, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (net of any Expenses incurred by such Indemnified Party in procuring such recovery, which Expenses shall not exceed the amount so recovered), and, if applicable, net of such Indemnified Party’s (i) retroactive or prospective premium adjustments associated with such recovery from a third-party insurer and (ii) actual increase(s) in such Person’s and its Affiliates’ insurance premium that is reasonably attributable to such Loss (collectively, the “Premium Increase”), but not in excess of the sum of (i) any amount previously paid by the Indemnifying Party to or on behalf of the Indemnified Party in respect of such claim and (ii) any amount expended by the Indemnifying Party in pursuing or defending any claim arising out of such matter.
(c) If any portion of Losses to be paid by the Indemnifying Party pursuant to this Article XVI would reasonably be expected to be recoverable from a third party not affiliated with the relevant Indemnified Party (including under any applicable third-party insurance coverage) based on the underlying claim or demand asserted against such Indemnifying Party, then the Indemnified Party shall promptly after becoming aware of such fact give notice thereof to the Indemnifying Party and, upon the request of the Indemnifying Party shall use reasonable best efforts to collect the maximum amount recoverable from such third party, in which event the Indemnifying Party shall reimburse the Indemnified Party for (i) all reasonable costs and expenses incurred in connection with such collection (which costs and expenses of collection shall not exceed the amount recoverable from such third party) and (ii) any related Premium Increase. If any portion of Losses actually paid by the Indemnifying Party pursuant to this Article XVI could have been recovered from a third party not affiliated with the relevant Indemnified Party based on the underlying claim...
Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement: (i) each such obligation shall be reduced by any Tax benefit (net of any costs or expenses (including any Tax) incurred in connection with seeking and securing such Tax benefit) that is actually realized by the Indemnified Party within two (2) Tax years of the recipient after the Tax year of the recipient in which such obligation arises; and (ii) all Losses shall be net of any amounts that have been recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy or other cash receipts or sources of reimbursement in respect of such Loss.
(b) Notwithstanding anything in this Agreement or in any Closing Document to the contrary, in no event shall either party hereto have any liability under this Agreement (including under this Article XI) or any Closing Document for any consequential, incidental, indirect, punitive or exemplary damages, including lost profits and opportunity costs (except to the extent such damages are assessed in connection with a Third Party Claim with respect to which the Person against which such damages are assessed is entitled to indemnification hereunder).
Additional Indemnification Provisions. In addition to any other limitations contained in Article IX or this Article X, the obligations of Seller, Parent and Purchaser to indemnify any Purchaser Indemnified Party or Seller Indemnified Party, as the case may be, are subject to the following:
(a) Seller and Parent shall be obligated to provide indemnification pursuant to Section 10.1(a)(i) (other than with respect to the Seller Fundamental Representations and the representations and warranties set forth in Section 3.20) only if the aggregate dollar amount of Losses with respect to all breaches of, or inaccuracies in, representations and warranties referred to in Section 10.1(a)(i) (other than with respect to the Seller Fundamental Representations and the representations and warranties set forth in Section 3.20) exceeds $12,500,000 (the “Deductible”), and then only for the amount of such Losses in excess of the Deductible.
(b) The maximum aggregate liability of Seller and Parent for indemnification for all Losses pursuant to Section 10.1(a)(i) (other than with respect to the Seller Fundamental Representations and the representations and warranties set forth Section 3.20) shall be an amount equal to 22.5% of the sum of (i) the Purchase Price as finally adjusted in accordance with Section 2.5 and (ii) the Ceding Commission as finally adjusted as set forth in the MLOA Reinsurance Agreement.
(c) For purposes of this Article X (i) the amount of Losses arising out of or relating to a breach of or an inaccuracy in a representation or warranty that is subject to indemnification pursuant to Section 10.1(a)(i) or Section 10.1(b)(i) shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, Business Material Adverse Effect, Purchaser Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language or, with respect to the representation and warranty in Section 3.21(e) only, if such representation and warranty had not contained any qualification as to Knowledge, and (ii) the amount of Losses in respect of a breach resulting from the application of clause (i) above shall be determined without regard to any limitation or qualification as to materiality, “Business Material Adverse Effect,” “Purchaser Material Adverse Effect” (which instead will be read as any adverse effect or change) or ...
Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Covered Losses shall be net of any third-party insurance or indemnity, contribution or similar proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds (net of any expenses incurred to recover such amounts and any resulting increase in premiums) shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance and indemnity, contribution or similar provisions covering such Covered Loss to the same extent as it would if such Covered Loss were not subject to indemnification hereunder. Upon making any payment to the Indemnified Party for any indemnification claim pursuant to this Article IX, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any third party insurers and any third parties that do not have any material ongoing relationship with Purchaser, its Affiliates or the Business with respect to the subject matter underlying such indemnification claim, and the Indemnified Party shall assign any such rights to the Indemnifying Party upon the written request of the Indemnifying Party.
Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Article X, all Losses shall be net of indemnity proceeds that have been recovered by the indemnified Party in connection with the facts giving rise to the right of indemnification (it being agreed that if indemnification proceeds in respect of such facts are recovered by the indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds shall be promptly remitted to the Indemnifying Party to the extent that the indemnification payment made exceed the Losses incurred), and the indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek recovery under all indemnity provisions covering such Losses to the same extent as it would if such Losses were not subject to indemnification hereunder.
Additional Indemnification Provisions. With respect to each indemnification obligation contained in this Agreement, all Covered Losses shall be net of any third-party insurance or indemnity, contribution or similar proceeds that have been recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification (net of out-of-pocket costs reasonably incurred in obtaining such recovery, the amount of any Tax imposed thereon and any insurance premium increases) (it being agreed that if third-party insurance or indemnification, contribution or similar proceeds in respect of such facts are recovered by the Indemnified Party subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of its applicable indemnification obligation, such proceeds (net of amounts set forth above) shall be promptly remitted to the Indemnifying Party to the extent of the indemnification payment made), and the Indemnified Party shall use, and cause its Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance and indemnity, contribution or similar provisions covering such Loss to the same extent as it would if such Loss were not subject to indemnification hereunder, which efforts shall not require the commencement of any Proceeding.
Additional Indemnification Provisions. (A) The amount of any Losses for which indemnification is provided under this Section 4(d) shall be net of (I) insurance proceeds actually recovered by the Indemnified Party in respect of such Losses (net of any out-of-pocket costs incurred in connection with such recovery and any increases in premium) and (II) recoveries from third parties pursuant to indemnification or otherwise (net of any out-of-pocket costs incurred in connection with such recovery).
(B) If any Indemnified Party receives such insurance proceeds or indemnity or similar payments from third parties after being indemnified with respect to some or all of any Losses hereunder, such Indemnified Party shall pay to the Indemnifying Party the lesser of (I) the amount of such net insurance proceeds or indemnity or similar payments actually received, less reasonable attorney’s fees and other reasonable out-of-pocket expenses incurred in connection with such recovery and (II) the aggregate amount paid by the Indemnifying Party to such Indemnified Party with respect to such Losses.
(C) No Indemnifying Party shall be liable for, and Losses shall not include, any special, consequential or punitive damages.
(D) The parties agree to treat any payment made pursuant to this Section 4(d) as an adjustment to the Option Purchase Price for tax purposes to the maximum extent permitted by law.
Additional Indemnification Provisions. (a) With respect to each indemnification obligation contained in this Agreement all Losses shall be net of any third-party insurance proceeds that have been actually recovered by the Indemnified Party in connection with the facts giving rise to the right of indemnification.
(b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article 7, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses.
(c) For the avoidance of doubt, Losses covered by Section 7.03 or Section 7.04 hereof may include Losses incurred in connection with a Third Party Claim.