Indemnification Amount. Any amount owing to an Indemnified Party for Losses under this Article XII shall be determined net of any insurance or other recovery by an Indemnified Party with respect to such Losses (net of all reasonable expenses incurred by the Indemnified Party in recovering such proceeds).
Indemnification Amount. In the event that a Party is obligated to indemnify and hold an Indemnified Party harmless under Section 14.1 or 14.2 hereof, the amount owing to the Indemnified Party will be the amount of such party's actual out-of-pocket loss net of any insurance or other recovery.
Indemnification Amount. In case a Loss is incurred by Congonhas Minérios or any of its Subsidiaries and the indemnification is paid to the party that is indemnifiable under this Agreement, the amount to be indemnified to the party receiving indemnification under this agreement shall be equal to the amount of the Loss multiplied by the percentage of the capital stock of Congonhas Minérios held by the respective party or held indirectly in a Subsidiary, as applicable, in each case, immediately after giving effect to the transactions contemplated herein, except if the indemnification is paid to the company itself, in which case the amount shall be equal to 100% of such Loss; (b) in case a Loss is incurred directly by a party, then the amount to be indemnified under this Agreement shall be equal to 100% of the amount of the Loss incurred by such party.
Indemnification Amount. In the event that Buyer has suffered Losses under Section 7.1, the Company shall issue to Buyer a number of additional shares of Common Stock equal to (A) the amount of Losses suffered by Buyer in excess of $75,000, (B) divided by $.4656.
Indemnification Amount. On the Closing Date, Purchaser shall deliver to the Indemnity Account (as defined in Section 10.3(c)) $1,000,000 (the "Indemnification Amount"), plus if the Closing occurs after June 19, 1998, an "Indemnification Amount Interest Adjustment" computed in the same manner as provided for the Base Cash Price Interest Adjustment.
Indemnification Amount. In determining the amount subject to any claim for indemnification, the amount of any insurance proceeds received by an Covered Party shall be deducted from the amount of the required indemnification payments to be made by such Party.
Indemnification Amount. In the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under Section 20.1, the amount owing to the indemnified Party shall be the amount of such Party's actual out-of- pocket loss and expenses net of any net insurance or other actual recovery but shall not include any special, incidental, consequential or punitive damages.
Indemnification Amount. If the Purchaser disagrees with the Sellers’ calculation of the Section 338(h)(10) Tax Liability or the Section 338(h)(10) Indemnification Amount and the parties cannot resolve any disputed item within 30 days after the Sellers deliver the Section 338(h)(10) Tax Schedule, the item(s) in question shall be resolved by an independent accounting firm mutually acceptable to the Sellers and the Purchaser. The Purchaser shall pay the Sellers the amount of the Section 338(h)(10) Indemnification Amount (if any) no later than five (5) days prior to the due date for the filing of the United States federal income Tax Returns of the Sellers for the taxable year that includes the Closing Date (after giving effect to automatic extensions, but only if exercised by Sellers); provided, that if the independent accounting firm renders its decision after such date, the Purchaser shall not be required to pay the Section 338(h)(10) Indemnification Amount until three days after such firm renders its decision.
Indemnification Amount. Claims for Damages pursuant to Section 12.2(a) shall be paid out of the Indemnification Escrow Amount pursuant to the terms of the Escrow Agreement. All amounts paid with respect to Indemnification Claims under this Agreement shall be treated by the parties hereto for all Tax purposes as adjustments to the Merger Consideration.
Indemnification Amount. The amount of any Loss for which indemnification is provided under this Article X shall be net of any amounts actually recovered by the Indemnified Party under any insurance policy or against any third party with respect to such Loss minus the full amount of the Expenses incurred by such Indemnified Party in procuring such recovery; provided, however, that the Indemnified Parties shall not have any obligation to seek any such insurance or third party recoveries. If an Indemnified Party subsequently recovers any additional payment or compensation with respect to any Loss or Expense indemnified under this Article X, the Indemnified Party shall pay or cause to be paid to the Indemnifying Party the amount (net of Expenses) so recovered, provided such amount shall be no greater than the amount the Indemnified Party received from the Indemnifying Party with respect to such Loss or Expense. The amount of any Loss for which indemnification is provided under this Article X shall be increased to take account of any VAT cost incurred by the Indemnified Party arising out of the receipt of indemnity payments hereunder (grossed up for such increase) and reduced to take account of any VAT benefit realized by the Indemnified Party arising out of the incurrence or payment of any such Loss.
