Amount of Indemnification. After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which the Indemnified Party shall be entitled shall be determined by a final judgment or decree of any court of competent jurisdiction. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the burden of proof in establishing the amount of indemnified damages suffered.
Amount of Indemnification. The amount of indemnification to which an Indemnified Party shall be entitled under this Article VII shall be determined: (a) by the written agreement between the Indemnified Party and the Indemnifying Party; (b) by a final judgment or decree of any court of competent jurisdiction; or (c) by any other means to which the Indemnified Party and the Indemnifying Party shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined.
Amount of Indemnification. (a) In the case of any Income Inclusion that is indemnifiable pursuant to Section 3 of this Agreement, the relevant Xxxxx Indemnitee (x) shall notify UpREIT orally and in writing as soon as possible (so as to minimize indemnifiable costs and expenses incurred under this Agreement prior to such Income Inclusion), and (y) shall give UpREIT a written certificate setting forth in reasonable detail (i) the computation of the amount of such Income Inclusion and (ii) the computation of such amount or amounts that shall equal the sum of (1) the actual net increase in federal, applicable state and Xxxx Ridge income tax (including any interest, penalties, fines, or other additions thereto) ("Inclusion Taxes") actually payable by a Xxxxx Indemnitee on an After-Tax Basis, as a result of such Income Inclusion, determined after taking into account all deductions, credits, or other federal, applicable state and Xxxx Ridge income tax benefits then realized and resulting from (a) such Income Inclusion, (b) the incurrence of the tax liability indemnified under this Agreement, or (c) the receipt of any indemnity payment made under this Agreement (computed in accordance with Sections 3 and 6 of this Agreement), plus (2) the reasonable costs and expenses incurred by such Xxxxx Indemnitee in respect of such Income Inclusion.
Amount of Indemnification. In addition to the deductible amount of $500,000 and the maximum amount of $7,500,000 set forth in Section 8.10 above, any indemnification hereunder shall be subject to the following deductions and limitations:
Amount of Indemnification. (a) In the case of any Income Inclusion that is indemnifiable pursuant to Section 3 of this Agreement, the relevant Hadesman Indemnitee shall give UpREIT a written certificate setting forth in reasonable detail (i) the computation of the amount of such Income Inclusion and (ii) the computation of such amount or amounts that shall equal, on an After-Tax Basis, the actual net increase in federal and applicable state income tax (including any interest, penalties, fines, or other additions thereto) ("Inclusion Taxes") actually payable by a Hadesman Indemnitee as a result of such Income Inclusion, determined after (1) offsetting such Income Inclusion by the amount of such Hadesman Indemnitee's "passive losses" under Code Section 469(d) and the Regulations from the activity in respect of the Hadesman Partnerships, and (to the extent not duplicative) "suspended losses" in respect of such activity under Code Section 465 and the Regulations, each as shown on Exhibit B to be attached hereto (to the extent such losses would be available under the Code and Regulations and have not already been taken into account in offsetting other Income Inclusions indemnifiable under this Agreement), and (2) taking into account all deductions, credits, or other federal and applicable state income tax benefits then realized and resulting from (a) such Income Inclusion, (b) the incurrence of the tax liability indemnified under this Agreement, or (c) the receipt of any indemnity payment made under this Agreement (computed in accordance with Sections 3 and 6 of this Agreement).
Amount of Indemnification. In the performance of any of the foregoing indemnities, the indemnifying party will pay to, or reduce any claim against, the other party in the amount which would then be required to establish the other party in the position that it would have held had each such representation or warranty been true, complete and correct, had each such obligation been fulfilled, and had each such covenant and agreement been fully performed. The foregoing notwithstanding, the aggregate amount of indemnification paid by an indemnifying party shall not exceed the Purchase Price.
Amount of Indemnification. (a) In the event that pursuant to this Section 15 either Party (herein referred to as the “Indemnitor”) is required to indemnify the other (herein referred to as the “Indemnitee”) the amount which the Indemnitor shall be required to pay to the Indemnitee with respect to any Claim shall be, subject to all other provisions of this Article 15, the full amount of such Claim and all costs or expenses incurred in defending or dealing with such Claim.
Amount of Indemnification. To the extent that a manager, officer, employee, or agent of the Company has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Paragraph (A) or (B) of this Section or has been successful in defense of any claim, issue, or matter in an action, suit, or proceeding referred to in those Paragraphs, he or she shall be indemnified against expenses, including attorney's fees, that were actually and reasonably incurred by him or her in connection with the action, suit, or proceeding.
Amount of Indemnification. After the giving of a Claim Notice pursuant hereto, the amount of indemnification to which an Indemnified Party shall be entitled shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; (ii) by a judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree.
Amount of Indemnification. In addition to the deductible amount of $500,000 and the maximum amount of $7,500,000 set forth in Section 9.10 above, the amount of indemnification due hereunder in respect of any Damages shall be calculated after deduction of (i) any amount of the Damages which is attributable to the action or failure to act of the Indemnified Party and (ii) any amounts as set forth in Section 9.8 of this Agreement.
