Miscellaneous Indemnification Provisions Clause Samples
Miscellaneous Indemnification Provisions are contractual terms that outline additional or supplementary obligations for one party to compensate the other for certain losses or liabilities. These provisions often address specific scenarios not covered by the main indemnification clause, such as third-party claims, legal fees, or damages arising from particular actions or omissions. By including these miscellaneous terms, the contract ensures comprehensive risk allocation and protection against a broader range of potential issues, thereby reducing ambiguity and closing gaps in liability coverage.
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.
(b) The amount that an Indemnifying Party is required to pay to any Indemnified Party pursuant to this Article VIII shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered by or on behalf of such Indemnified Party in respect of the related Indemnifiable Loss (including any Insurance Proceeds in respect of a Shared Liability recovered by or on behalf of such Indemnified Party in respect of the related Indemnifiable Loss). If an Indemnified Party shall have received the payment required by this Article VIII in respect of an Indemnifiable Loss and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Loss, then such Indemnified Party shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Article VIII in respect of such Indemnifiable Loss.
(c) In determining the amount of any indemnity payable under this Article VIII, such amount shall be reduced by any related Tax benefits if and when actually realized or received (but only after taking into account any Tax benefits (including, without limitation, any net operating losses or other deductions) to which the Indemnified Party would be entitled without regard to such item), except to the extent such Tax benefit has already been taken into account in determining the amount of any indemnity payable under this Article VIII in respect of the related Indemnifiable Loss. Any such Tax benefit shall be promptly repaid by the Indemnified Party to the Indemnifying Party following the time at which such recovery is realized or received pursuant to the previous sentence, minus all reasonably allocable costs, charges and expenses incurred by the Indemnified Party in obtaining such Tax benefit. Notwithstanding the foregoing, if (x) the amount of Indemnifiable Losses for which the Indemnifying Party is obligated to indemnify the Indemnified Party is reduced by any Tax benefit in accordance with the provisions of the previous sentence and (y) the Indemnified Party subsequently is required to repay the amou...
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.
(b) In determining the amount of any indemnity payable under this Article V, such amount shall be reduced by (x) any related tax benefits if and when actually realized or received (but only after taking into account any tax benefits (including, without limitation, any net operating losses or other deductions) to which the Indemnified Party would be entitled without regard to such item), except to the extent such recovery has already been...
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.
(b) The rights set forth in this Article V shall be the exclusive remedy for breach or inaccuracy of any of the representations and warranties contained herein on or prior to the Closing Date and shall be in lieu of contract remedies. Notwithstanding the foregoing, nothing in this Agreement shall prevent any party from bringing an action based upon allegations of fraud by the other party in connection with this Agreement. In the event such action is brought, the prevailing party's attorneys' fees and costs shall be paid by the non-prevailing party. With respect to any breach of a covenant or other obligation contained in this Agreement the parties shall have available to them all remedies available under applicable Legal Requirements.
(c) To the extent permitted by applicable Legal Requirements, any payment under this Article V shall for Tax purposes be treated as an adjustment to the Purchase Price.
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.
Miscellaneous Indemnification Provisions. 77 11.5 Contribution . . . . . . . . . . . . . . . . . . . . . . 78 11.6
Miscellaneous Indemnification Provisions. (a) Indemnification payments from a Seller to a Purchaser Indemnitee shall be deemed a reduction in the Purchase Price.
(b) In order to secure the payment of any amounts due under Section 6.2, Sellers hereby pledge and assign unto the Purchaser Entities and the other Purchaser Indemnitees the entire interest of Sellers in and to the escrow fund that is held by the Escrow Agent under the Escrow Agreement from time to time, it being intended that Purchaser and such other Purchaser Indemnitees shall have a first Lien with respect to the escrow fund in preference and priority over all other creditors of Sellers or any of them.
(c) Purchaser and Sellers shall, within 30 days following the first, second and third anniversaries of the Closing Date, jointly instruct the Escrow Agent to distribute to Stockholders’ Representative an amount equal to (i) one-third of the escrow fund, with respect to the first anniversary, (ii) one-half of the escrow fund, with respect to the second anniversary, and (iii) the entire escrow fund, with respect to the third anniversary, in each case reduced by (A) the amount of pending claims on such anniversary, as reasonably estimated by Purchaser, and (B) the amount of claims paid from the escrow fund since the Closing Date, in the case of the first anniversary, or since the previous anniversary, in the case of each subsequent anniversary. The excess (if any) of the amount withheld to cover a pending claim shall be paid out upon resolution, including payment in full, of that claim, except to the extent such excess may be needed to cover a deficiency in the amount withheld to cover any other pending claim. Purchaser and Sellers shall issue written instructions to the Escrow Agent as necessary to cause the provisions of this Section 6.6(c) to be implemented.
(d) Purchaser shall be entitled to obtain payment of resolved indemnification claims from the escrow fund, even if the amount of the payment exceeds the interest in the fund of the Seller or Sellers who are responsible for such indemnification. In that event, each Seller whose obligation is extinguished by a payment from the fund that exceeds such Seller’s interest in the fund shall promptly pay the amount of such excess to the other Sellers in accordance with their respective interests.
(e) Each Seller shall have a proportionate right to the benefit of the Basket Amount that is provided by Section 6.4 and the 25% and 100% aggregate liability amounts that are provided by Section 6.4....
Miscellaneous Indemnification Provisions. Notwithstanding anything to the contrary contained in this Agreement, from and after the Closing date:
(a) For purposes of determining the amount of any Damages under Section 8.2 or 8.3, (i) such amount shall be reduced by the amount of any insurance proceeds received by the Indemnified Party in respect of the Damages; and (ii) such amount shall exclude all consequential or special damages suffered by the Indemnified Party and all punitive damages awarded against the Indemnifying Party.
(b) Notwithstanding anything in this Agreement or any statute or the common law to the contrary, the parties acknowledge and agree that the indemnification rights set forth in this Article 8 shall be the sole and exclusive remedy of the parties to this Agreement and the Merger Agreement for Damages of any kind or nature arising under this Agreement, any statute or the common law.
(c) Each party agrees to use commercially reasonable efforts to mitigate any Damages or potential Damages for which the other party or parties is or may be obligated to indemnify such party under this Article 8.
(d) Other than as set forth in Section 8.1, neither the Seller nor any Principal Member shall be liable to any Buyer Party for Damages with respect to or in connection with any breach of any representation or warranty of the Seller and/or the Principal Members for which any of the Buyer Parties had actual knowledge, based on a writing delivered by or on behalf of the Seller, on and/or before the Closing Date.
Miscellaneous Indemnification Provisions. 59 8.5 Contribution.. . . . . . . . . . . . . . . . . . . . . . . . . . . 60 8.6 Tax Matters; Construction of Agreements. . . . . . . . . . . . . . 60 8.7