Indemnity Amount. The amount of any indemnification payment pursuant to this Agreement shall be reduced by the amount of any reduction in Taxes actually realized by the Indemnified Party as a result of the event giving rise to the indemnification payment by the end of the taxable year in which the indemnity payment is made, and shall be increased if and to the extent necessary to ensure that, after all required Taxes on the indemnity payment are paid (including Taxes applicable to any increases in the indemnity payment under this Section 2.5), the Indemnified Party receives the amount it would have received if the indemnity payment was not taxable.
Indemnity Amount. Subject to Section 7.2, except as otherwise provided in this Article V, in the event that either the Partnership or Operator, as applicable, is obligated to indemnify and hold an Indemnified Party harmless under this Article V, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds (net of increased premiums and costs incurred in connection with such recovery) or other third party recovery actually received by the Indemnified Party following a reasonable effort by the Indemnified Party to obtain such insurance proceeds or recovery.
Indemnity Amount. With respect to any Indemnified Liability, the amount which the Indemnifying Party shall pay to Indemnitee as indemnification (the "Indemnity Amount") shall be the sum of (i) the amount of the Indemnified Liability, as determined under Section 6.4, (ii) any penalties and interest imposed with respect to the Indemnified Liability and (iii) an amount such that when the sum of the amounts set forth in clauses (i), (ii) and this clause (iii) of this Section 6.5 are reduced by all Taxes imposed as a result of the receipt of such sum, (taking into account any related current credits or deductions payable by the Indemnitee or any of its Affiliated Companies under any law or governmental authority) the reduced amount is equal to the sum of the amounts set forth in clauses (i) and (ii) of this Section 6.5 .
Indemnity Amount. Spinoff. With respect to any Indemnified Liability, the amount which the Indemnifying Party shall pay to the Indemnified Party as indemnification (the “Indemnity Amount”) shall be the sum of (i) the amount of the Indemnified Liability, as determined under Section 7.06, (ii) any penalties and interest imposed with respect to the Indemnified Liability and (iii) an amount such that when the sum of the amounts set forth in clauses (i), (ii) and this clause (iii) of this Section 7.07 are reduced by all Taxes imposed as a result of the receipt of such sum, (taking into account any related current credits or deductions available to the Indemnified Party or any of its Affiliates under any law or Tax Authority) the reduced amount is equal to the sum of the amounts set forth in clauses (i) and (ii) of this Section 7.07.
Indemnity Amount. 14 6.6 Alternate Remedy..........................................................................................14 6.7 Payments..................................................................................................14 6.8 Prompt Performance........................................................................................15 6.9 Interest..................................................................................................15 6.10
Indemnity Amount. Except as otherwise provided in this Article V, in the event that either the Owner or the Management Company, as applicable, is obligated to indemnify and hold an Indemnified Party harmless under this Article V, the amount owing to the Indemnified Party will be the amount of the Indemnified Party’s actual loss net of any insurance proceeds actually received by the Indemnified Party following a reasonable effort by the Indemnified Party to obtain such insurance proceeds.
Indemnity Amount. With respect to any Indemnified Liability, the amount which Monterey shall pay to or on behalf of SFER as indemnification (the "Indemnity Amount") shall be the sum of (i) the amount of the Indemnified Liability, as determined and adjusted under Paragraphs C(3) and C(4) of Section 9, (ii) any penalties and interest imposed with respect to the Indemnified Liability and (iii) an amount such that when the sum of the amounts set forth in clauses (i), (ii) and this clause (iii) of this Paragraph C(5) are reduced by federal, state and local taxes imposed as a result of the receipt of such sum, the reduced amount is equal to the sum of the amounts set forth in clauses (i) and (ii) of this Paragraph C(5).
Indemnity Amount. 58 ARTICLE VII
Indemnity Amount. Notwithstanding any provision to the contrary contained in this Agreement or any documents executed by Seller pursuant hereto or in connection herewith, the maximum aggregate liability of Seller, and the maximum aggregate amount which may be awarded to and collected by Purchaser under this Agreement (including, without limitation, the breach of any representations and warranties contained herein) and under any and all documents executed pursuant hereto or in connection herewith for which a claim is timely made by Purchaser as provided under Section 5.5, except for the obligation to pay proration amounts contained in Section 4.4(A) and the obligation and indemnity contained in Section 8.1, shall not exceed $12,500,000.00 (the "Indemnity Amount"). Further, the liability of Seller shall be limited to the assets of Seller, and in no event shall Purchaser seek satisfaction for any such liability from any of Seller's partners, members, affiliates and subsidiaries, and their respective members, stockholders, directors, officers, participants, employees, consultants, brokers and agents. This Section shall survive the Closing or the earlier termination of this Agreement.
Indemnity Amount. 4.11 From time-to-time after the date of this Agreement, Parent may send Escrow Agent a notice (each, a "Claim Notice") that it is entitled to indemnification pursuant to the Merger Agreement. Each Claim Notice shall set forth the amount which Parent contends it is owed (or, if such amount cannot be determined presently, the reasonably estimated amount which Parent could be owed) and, in reasonable specificity, the basis for such contention.
