Certain Rules. The indemnification obligations in this Article 8, although stated in terms of the parties, will be for the benefit of the parties, their permitted successors and assigns and their officers, directors, employees, agents and affiliates. The phrase "breach of a representation" includes a misrepresentation. "Loss" means any loss, cost, damage, expense, payment, liability or obligation incurred with respect to the facts or circumstances with respect to which such term is used, including: (a) related attorneys', accountants' and other professional advisors' fees and expenses; (b) amounts paid in settlement of a dispute with a person not a party that if resolved in favor of such third party would constitute a matter to which a party is indemnified pursuant to this Agreement, even though such settlement does not acknowledge that the underlying facts or circumstances constitute a breach of a representation and warranty or other indemnified matter; (c) reasonable costs and expenses necessary to avoid having a claim for indemnification against another party pursuant to this Agreement or to mitigate any such claim; (d) any taxes of the recipient on indemnification payments made to it; and (e) interest on each of the foregoing at the Prime Rate from the date the Loss was incurred until paid. "Prime Rate" means the prime rate as published in the "Money Rates" table of The Wall Street Journal on the first day of the calendar quarter on which The Wall Street Journal was published in which the Loss was incurred and on the first such day of each subsequent calendar quarter in which the Loss is unpaid.
Certain Rules. The indemnification obligations in this Article 8, although stated in terms of the parties, will be for the benefit of the parties, their permitted successors and assigns and their officers, directors, employees, agents and affiliates. The phrase "breach of a representation" includes a
Certain Rules. The indemnification obligations in this Article X are for the benefit of the specified indemnified persons. Indemnification payments will be treated for tax purposes as adjustments to the Merger Consideration.
Certain Rules. For purposes of paragraph (c)(2)(i)(D)(1) (i) and (ii) of this section:
Certain Rules. For purposes of this Agreement, (a) employment of the Holder by any Subsidiary shall be deemed employment by the Company, (b) a transfer of the Holder's employment, without any intervening period, from the Company to any Subsidiary or vice versa, from such Subsidiary to another, shall not be deemed a termination of the Holder's employment and (c) the term "employment" as used in this Agreement shall also be deemed to include the Company's engagement of the Holder as a director, officer, consultant, independent contractor or otherwise. Nothing contained in the Plan or this Agreement shall confer upon the Holder any right with respect to the continuation of the Holder's employment by, or relationship with, the Company or any Subsidiary or interfere in any way with the right of the Company or any Subsidiary at any time to terminate such employment or relationship or to increase or decrease the compensation of the Holder.
Certain Rules. The indemnification obligations in this Section 10 are for the benefit of the Indemnified Parties and their officers, directors and employees. Unless otherwise required by applicable law, any indemnity payments made pursuant to this Agreement shall be treated by the Parties as an adjustment to the Purchase Price for all federal, state, local and foreign Tax purposes.
Certain Rules. The indemnification obligations in this Article VII, although stated in terms of the parties, shall be for the benefit of the parties, their successors and in the case of the Purchaser, its permitted assigns.
Certain Rules. The indemnification obligations in this Article 7, ------------- although stated in terms of the parties, shall be for the benefit of the parties, their permitted successors and assigns and their officers, directors, employees, agents and affiliates. The phrase "breach of a representation" includes a misrepresentation. The term "Loss" means one hundred percent (100%) of any liability, loss, cost, damage, expense or payment, including (i) in the case of Third Party Claims, related attorneys', accountants' and other professional advisors' fees and expenses, and (ii) interest on each of the foregoing at the Prime Rate from the date the Loss was incurred until paid. "Prime Rate" for purposes of this Section 7.5 means the prime rate as published in the "Money Rates" table of The Wall Street Journal on the first date of the --- ---- ------ ------- calendar quarter on which The Wall Street Journal was published and on the first --- ---- ------ ------- such day of each subsequent calendar quarter in which the Loss is unpaid.
Certain Rules. The following rules shall apply for purposes of this Section 3.2(g)(v):
