Effect of Indemnification. The indemnification provided for in this Article XIV shall not provide an alternative remedy for any deficiencies in the quality of coal delivered hereunder or for any liabilities, damage or losses which are expressly addressed in any other Article or Section of this Agreement; the remedies expressly provided for in such other Article or Section of this Agreement shall, to the extent applicable, govern the rights and obligations of the parties instead of the remedies provided for in this Article XIV.
Effect of Indemnification. Any indemnity payment made hereunder shall be treated by the Parties as an adjustment to the Final Purchase Price.
Effect of Indemnification. 64 14.5 Notice and Legal Defense.............................................................. 64 14.6 Failure to Defend Claim............................................................... 65 14.7
Effect of Indemnification. Any indemnity payment made hereunder shall be treated by Seller and Purchaser as an adjustment to the Purchase Price.
Effect of Indemnification. Notwithstanding any term or provision of this Agreement to the contrary, any indemnity payments owed by one party to another party to this Agreement shall be reduced by (a) any tax benefits to the party claiming indemnity hereunder and increased by any tax detriments to the party claiming indemnity hereunder, and/or (b) any insurance proceeds received by the party claiming indemnity hereunder.
Effect of Indemnification. Any indemnity payment made hereunder shall be treated by the Parties as an adjustment to the Merger Price.
Effect of Indemnification. The provisions of this Section 13.2 shall in no way limit, supersede or otherwise affect the rights of any party under Section 2.8, and nothing contained in Section 2.8 relating to an adjustment to the Initial Purchase Price shall limit, supersede or otherwise affect the rights of any party under this Section 13.2; provided, that no party shall be entitled to be compensated more than once for the same Loss.
Effect of Indemnification. 61 10.9 Exclusive Remedy......................................................................61
Effect of Indemnification. The Parties agree that neither the payment by Parent or the Stockholders of any claim by the Escrow Agent for indemnification hereunder nor the disbursement of any amounts to the Escrow Agent from the Escrow Shares in respect of a claim by the Escrow Agent for indemnification shall impair, limit, modify, or affect, as between Parent and the Stockholders, the respective rights and obligations of Parent, on the one hand, and the Stockholder 12 90 Representative, on the other hand, under this Agreement. Parent and the Stockholders agree among themselves that any obligation for indemnification under this Section 10.2 shall be borne by the one of them responsible for causing the loss, damage, liability, cost or expense against which the Escrow Agent is entitled to indemnification, the causation to be determined by mutual agreement, arbitration (if both Parent and the Stockholder Representative agree in writing to submit the dispute to arbitration) or litigation.
Effect of Indemnification. The Parties agree that neither the payment by the Stockholders of any claim by the Stockholder Representative for indemnification hereunder nor the disbursement of any amounts to the Stockholder Representative from the Escrow Shares subsequent to the Escrow Measurement date in respect of a claim by the Stockholder Representative for indemnification shall impair, limit, modify, or affect, as between Parent and the Stockholders, the respective rights and obligations of Parent, on the one hand, and the Stockholder Representative, on the other hand, under this Agreement.
