Determination of Damages and Related Matters. (a) Upon the occurrence of any event which would give rise to a claim by PocketSpec against, or to a right of defense and indemnity against Members pursuant to this Section 12.5, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which Members may become obligated to PocketSpec hereunder, PocketSpec shall give notice to Members of the occurrence of such event and shall identify PocketSpec's choice of counsel to represent such investigation, claim or proceedings, provided that the failure of PocketSpec to give notice shall not affect the indemnification obligations of Members hereunder. PocketSpec shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of PocketSpec's choice (who shall be reasonably acceptable to a representative of Members). Members shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of their choice.
Determination of Damages and Related Matters. In calculating any amounts payable pursuant to paragraphs (a) and (b) above, Sellers or the EqualNet Parties, as the case may be, shall receive credit for (a) any tax benefit allowable as a result of the facts giving rise to the claim for indemnification, and (b) any insurance recoveries, and no amount shall be included for the EqualNet Parties' or Sellers', as the case may be, special, consequential or punitive damages. Sellers and the EqualNet Parties agree that, except as specifically set forth in this Agreement (including the Schedules and Exhibits hereto), no party to this Agreement (including its respective representatives) has made or shall have liability for any representation or warranty, express or implied, in connection with the transactions contemplated by this Agreement, including in the case of Sellers and their respective representatives, any representation or warranty, express or implied (written or oral), as to the accuracy or completeness of any information regarding the Business.
Determination of Damages and Related Matters. (a) Upon the occurrence of any event which would give rise to a claim by Guardian against, or to a right of defense and indemnity against Vairex pursuant to this Section 14.4, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which Vairex may become obligated to Guardian hereunder, Guardian shall give notice to Vairex of the occurrence of such event and shall identify Guardian's choice of counsel to represent such investigation, claim or proceedings, provided that the failure of Guardian to give notice shall not affect the indemnification obligations of Vairex hereunder. Guardian shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of Guardian's choice (who shall be reasonably acceptable to a representative of Vairex). Vairex shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of their choice.
Determination of Damages and Related Matters. In calculating any amounts payable to Purchaser pursuant to Section 9.2(a) or payable to Seller pursuant to Section 9.2(b), Seller or Purchaser, as the case may be, shall receive credit for (i) any actual reduction in tax liability as a result of the facts giving rise to the claim for indemnification, and (ii) any insurance recoveries actually received by the party to be indemnified, and no amount shall be included for Purchaser's or Seller's, as the case may be, special or consequential damages.
Determination of Damages and Related Matters. (a) For purposes of indemnification under Sections 12.1(a)(i)(A) and 12.1(b)(i)(A), any breach of any representation or warranty shall be deemed to constitute a breach of such representation or warranty notwithstanding any limitation or qualification as to materiality set forth in such representation or warranty on the scope, accuracy or completeness thereto, it being the intention of the parties hereto that, each Indemnified Party shall be indemnified and held harmless from and against any and all Losses arising out of or based upon or with respect to the failure of any such representation or warranty to be true, correct and complete in any respect.
Determination of Damages and Related Matters. (a) Upon the occurrence of any event which would give rise to a claim by Southshore or SAC against, or to a right of defense and indemnity against RV pursuant to this Section 13, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which RV may become obligated to Southshore or SAC hereunder, Southshore and SAC shall give notice to RV of the occurrence of such event and shall identify Southshore or SAC's choice of counsel to represent such investigation, claim or proceedings, provided that the failure of Southshore or SAC to give notice shall not affect the indemnification obligations of RV hereunder. Southshore or SAC (i) shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of Southshore or SAC's choice (who shall be reasonably acceptable to RV), and (ii) without further notice may set off or apply against all amounts due RV hereunder, or their affiliates, under any instrument or pursuant to any obligation, the full amount for which indemnification hereunder is provided. RV shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of their choice.
Determination of Damages and Related Matters. In calculating any amount owing pursuant hereto and in respect of which indemnification is sought in accordance with the terms hereof, the Indemnifying Party shall receive credit for any insurance recoveries of the Indemnified Party. Nothing in this Agreement in any way restricts or limits the general obligation at law of an Indemnified Party to mitigate any Claim which it may suffer or incur.
Determination of Damages and Related Matters. (a) In calculating any amounts payable to Buyer or any other indemnitee pursuant to Sections 9.1(a) or 9.5 or payable to Sellers or any other indemnitee pursuant to Sections 9.1(b) or 9.5, (i) Sellers or Buyer, as the case may be, shall receive credit for (y) any reduction in actual tax liability as a result of the facts giving rise to the claim for indemnification, and (z) any insurance recoveries, and (ii) no amount shall be included for Parent's, Buyer's or Sellers', as the case may be, special or consequential damages.
Determination of Damages and Related Matters. (a) Upon the occurrence of any event which would give rise to a claim by a party (the "Claimant Party") against, or to a right of defense and indemnity against a party (the "Indemnifying Party") pursuant to this Section , or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which a party (the "Indemnifying Party") may become obligated to another party hereunder, the Claimant Party shall give notice to the Indemnifying Party of the occurrence of such event and shall identify the Claimant Party's choice of counsel to represent such investigation, claim or proceedings, provided that the failure of the Claimant Party to give notice shall not affect the indemnification obligations of the Indemnifying Party hereunder. The Claimant Party shall have the non-exclusive right to so defend, contest or protect against such matter utilizing the counsel of the Claimant Party's choice (who shall be reasonably acceptable to a representative of the Indemnifying Party). The Indemnifying Party shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of their choice. In addition, the Indemnifying Party shall have the right to elect to assume the defense of any such matter in the name of the Claimant Party with counsel who shall be reasonably satisfactory to the Claimant Party. If the Indemnifying Party shall elect to assume the defense in the name of the Claimant Party, it shall provide written notice of such election to the Claimant Party and from and after the giving of such notice to the Claimant Party, the Indemnifying Party shall not be liable to the Claimant Party for any legal or other expenses subsequently incurred by the Claimant Party in connection with the defense, other than reasonable costs of investigation. The Indemnifying Party shall not be liable to the Claimant Party on account of any settlement of any claim, action or proceeding effected without the Indemnifying Party's consent, provided that any such consent shall not be unreasonably withheld or delayed.
Determination of Damages and Related Matters. (a) In calculating any amounts payable to Buyer pursuant to Sections 9.1(a) or 9.5 or payable to Seller pursuant to Sections 9.1(b) or 9.5, (i) Seller or Buyer, as the case may be, shall receive credit for (y) any reduction in actual tax liability as a result of the facts giving rise to the claim for indemnification, and (z) any insurance recoveries, and (ii) no amount shall be included for Buyer's or Seller's, as the case may be, special or consequential damages.
