Indemnity Matters. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES CONTAINED IN SECTIONS 10 SHALL APPLY TO LENDER WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (WHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) OR STRICT LIABILITY OF LENDER. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO LENDER TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER.
Indemnity Matters. In order for Purchaser to make an indemnity claim under Article VIII with respect to a Disclosure Item in accordance with Section 5.8.2, Purchaser must deliver written notice to Seller within fifteen (15) Business Days of Purchaser receiving from Seller, a written notice specifying in reasonable detail (i) the basis for such possible indemnification by Seller pursuant to Section 8.1 with respect to such Disclosure Items and, (ii) to the extent practicable, the amount of (or Seller’s good faith estimate of) the Losses which would be incurred by, or imposed upon, one or more Purchaser Indemnified Parties on account of the basis for such possible claim for indemnification (each hereafter, an “Indemnity Exception”); provided, however, that in no event shall such estimate limit or restrict in any manner the amount of Losses that Purchaser Indemnified Parties may ultimately seek and recover pursuant to Article VIII. If Purchaser does not deliver such written notice to Seller within fifteen (15) Business Days of receipt of the relevant Indemnity Exception notification by Seller described above, Purchaser will not have the right to make an indemnity claim under Article VIII with respect to a breach of the applicable representations and warranties of Seller set forth in this Agreement to which the Disclosure Items included in such Update applied. In the absence of receipt of Seller’s written Indemnity Exception notification to Purchaser described above, with respect to the relevant Update, there shall be no time limit on Purchaser’s right to make an indemnity claim under Article VIII with respect to a Disclosure Item in accordance with Section 5.8.2. If Seller’s aggregate liability under Section 8.1 with respect to Indemnity Exceptions would reasonably be expected to exceed an amount equal the Liability Cap, then either Seller or Purchaser may, within fifteen (15) Business Days following delivery to Seller of the applicable Indemnity Exception, elect to terminate this Agreement in accordance with Section 7.1.5 and Seller shall be liable for the Seller Default Termination Payment pursuant to Section 7.2.3(a).
Indemnity Matters. Notwithstanding any other provision of this Agreement, the amount of any indemnification payable under this Article 7 shall be limited to the amount of any Losses that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the Indemnitee in respect of any such claim. The parties hereto agree that in seeking indemnification payable under this Article 7, each such party shall (i) exercise good faith in not taking any action, or omitting to take any action, that would jeopardize or prejudice the interests of an Indemnitee and (ii) use reasonable best efforts to pursue all rights and remedies of an Indemnitee under any insurance policy or any other obligation of indemnification in its favor.
Indemnity Matters. (i) any and all loss, cost, damage and expense suffered or incurred; and (ii) any and all actions, suits, proceedings (including any investigations, litigation or inquiries), orders, claims, demands and causes of action made or threatened against or affecting a Person and, in connection therewith, all settlements, judgments, losses, liabilities, obligations, damages, penalties, fines (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence (but not gross negligence or willful misconduct) of such Person seeking indemnification. Indenture -- this Trust Indenture and Security Agreement as originally executed or as it may from time to time be supplemented or amended in accordance with the provisions hereof. Indenture Default -- an event or condition the occurrence of which would, with the lapse of time or the giving of notice or both, become an Indenture Event of Default. Indenture Event of Default -- has the meaning set out in Section 7.1.
Indemnity Matters. Except with respect to a breach of Section 1 hereof, Seller shall not be liable to Buyer in any manner for any claims, demands, rights, causes of action, judgments, executions, damages, liabilities, costs and expenses (including attorney’s fees and court costs) (collectively, “Claims”) relating to the Interests or the Company.
Indemnity Matters. 1) Any and all claims by stockholders or holders of Options of the Company against the Company in their capacity as Stockholders or holders of Options.
Indemnity Matters. 6 1.42 Interest Remittance Date ........................................... 6 1.43 Law ................................................................ 6 1.44 Legal File ......................................................... 6 1.45 LIBOR Rate ......................................................... 6 1.46 Lien ............................................................... 7 1.47 Lien Certificate ................................................... 7 1.48 Litigation ......................................................... 7 1.49 Loan Document(s) ................................................... 7 1.50 Loan Guidelines .................................................... 7 1.51 Lockbox Account .................................................... 7 1.52 Lockbox Depository ................................................. 7 1.53 Lockboxes .......................................................... 7 1.54 Material Adverse Effect ............................................ 7 1.55 Maximum Rate ....................................................... 7 1.56 Multiemployer Plan ................................................. 8 1.57 Net Worth .......................................................... 8 1.58 Obligations ........................................................ 8 1.59 Obligor ............................................................ 8 1.60 Origination Date ................................................... 8 1.61 Person ............................................................. 8 1.62 Plan ............................................................... 8 1.63 Program ............................................................ 8 1.64 Revolving Credit Loans ............................................. 8 1.65 Revolving Credit Note .............................................. 8 1.66 Revolving Rate ..................................................... 8 1.67 Rights ............................................................. 9 1.68 Security Agreement ................................................. 9 1.69
Indemnity Matters. (a) Notwithstanding any other provision of this Agreement, none of the Acquiror, Merger Sub or DBA shall be entitled to indemnification for any Claim to the extent that an amount has, by line item or footnote, been specifically identified and reserved for in the Financial Statements, and no Party shall be liable for a Claim to the extent it arose from (i) a change in accounting or a law related to Taxes, policy or practice made after the Closing Date, or (ii) any legislation not in force at the Closing Date.
Indemnity Matters. (a) Notwithstanding any other provision of this Agreement, (i) no CEPCB Indemnified Party shall be entitled to indemnification for any CEPCB Claim to the extent that an amount has been reserved for or accrued in the Financial Statements, and (ii) no party shall be liable for an Indemnity Claim to the extent it arose from (x) a change in accounting or a Law related to Taxes, policy or practice made after the Closing Date, (y) any legislation not in force on the Closing Date, or (z) a claim which is contingent unless and until such contingent claim becomes an actual liability of the indemnified party and is due and payable, so long as such claim was timely submitted pursuant to this Article X, provided, that the foregoing shall not limit any Person from recovering any Losses related to expenses incurred in connection with a contingent claim to the extent such party is otherwise entitled to be indemnified for such Losses under this Article X.
Indemnity Matters
