Miscellaneous Indemnification Provisions. (a) The Indemnifying Party agrees to indemnify any successors of the Indemnified Party to the same extent and in the same manner and on the same terms and conditions as the Indemnified Party is indemnified by the Indemnifying Party under this Article VIII.
Miscellaneous Indemnification Provisions. (a) The Indemnifying Party agrees to indemnify any successors of the Indemnified Party to the same extent and in the same manner and on the same terms and conditions as the Indemnified Party is indemnified by the Indemnifying Party under this Article V. In the event that any claim for indemnification under either Articles II, V, VI or VIII hereof meets the criteria of more than one of the types of claims for which indemnification is provided for under such provisions, the Indemnified Party, in its sole discretion, shall classify such claim and only be required to include such claim, and the recoveries for indemnification therefrom, in one of such categories. No investigation made by any party hereto shall affect any representation or warranty of the other party's hereto contained in this Agreement or in the Schedules attached hereto or any certificate, document or other instrument delivered in connection herewith. The consummation by Parent of the Offer pursuant to the terms and conditions of the Merger Agreement, either with or without knowledge of a breach of warranty or covenant or misrepresentation by any party hereto, shall not constitute a waiver of any claim by any Parent Indemnified Party for Indemnifiable Losses with respect to such breach or misrepresentation. In determining the amount of Indemnifiable Losses to which a Parent Indemnified Party or Spinco Indemnified Party (as the case may be) is entitled to indemnification hereunder, an arbitration panel, court or tribunal may take into consideration, where appropriate and without duplication, any diminution in the aggregate value of the Retained Business or the Spinco Business (as the case may be). Notwithstanding anything to the contrary contained in this Agreement, the assignment of any party's rights hereunder to any other person or entity shall not limit, affect or prejudice the ability of the assigning party to continue to enforce any rights of indemnification hereunder or other rights hereunder in accordance with the terms and conditions of this Agreement.
Miscellaneous Indemnification Provisions. 50 Section 5.6. Pending Litigation.......................................... 53 Section 5.7.
Miscellaneous Indemnification Provisions. (a) Upon the determination of an Indemnifying Party's liability for a Buyer Loss or a Seller Loss pursuant to this Article V and the amount of such Buyer Loss or Seller Loss (whether such determination is made pursuant to the procedures set forth in this Article V, by agreement between the Indemnified Party and the Indemnifying Party, by arbitration award or by final adjudication), the Indemnifying Party shall pay the amount of such Buyer Loss or Seller Loss to the Indemnified Party within 10 days following such determination.
Miscellaneous Indemnification Provisions. 59 8.5 Contribution................................................................ 60 8.6 Tax Matters; Construction of Agreements..................................... 60 8.7
Miscellaneous Indemnification Provisions. 58 8.5 Contribution. . . . . . . . . . . . . . . . . . . . . . . 59 8.6
Miscellaneous Indemnification Provisions. (a) Indemnification payments from a Seller to a Purchaser Indemnitee shall be deemed a reduction in the Purchase Price.
Miscellaneous Indemnification Provisions. (a) Prior to enforcing any claim for indemnification against the Indemnifying Parties under this Agreement, the Indemnified Parties shall administratively file in good faith claims with any insurers under applicable policies of insurance, if any, for the proceeds of such insurance coverage, if any, applicable to the claim or event from which such indemnification right arose. In the event that insurance proceeds are paid to the Indemnified Parties respecting an event to which an indemnification right applies hereunder, such indemnification right shall apply only to the extent that the amount of Damages indemnified against exceeds such insurance proceeds actually paid to the Indemnified Parties, net of the costs and expenses of the Indemnified Parties in obtaining such insurance proceeds. If any insurance proceeds are actually realized by an Indemnified Party subsequent to the receipt by such Indemnified Party of an indemnification payment hereunder in respect of the claims to which such insurance proceeds relate, appropriate refunds shall be made promptly to the Indemnifying Party regarding the amount of such indemnification payment.
Miscellaneous Indemnification Provisions. 59 8.5 Contribution.. . . . . . . . . . . . . . . . . . . . . . . . . . . 60 8.6 Tax Matters; Construction of Agreements. . . . . . . . . . . . . . 60 8.7
Miscellaneous Indemnification Provisions. Seller’s or Purchaser’s liability for Loss pursuant to Section 10 is limited to claims determined by a court of competent jurisdiction to be the liability of Seller or Purchaser or settled in the manner described in Section 10.6 or Section 10.10. All payments by Sellers to Purchaser or by Purchaser to Sellers after the Closing to Sellers under Article 10 shall be treated as a purchase price adjustment unless otherwise required by applicable Law.
