Other Indemnification Matters Clause Samples
The "Other Indemnification Matters" clause defines additional terms and conditions related to indemnification beyond the primary indemnity provisions in a contract. It may address procedures for making indemnity claims, set limitations on the scope or amount of indemnification, or clarify responsibilities for legal defense and settlement. This clause ensures that both parties understand their rights and obligations regarding indemnification, helping to prevent disputes and allocate risk more clearly in situations not fully covered by the main indemnity section.
Other Indemnification Matters. (a) The amount of any Damages payable by Seller Parties under this Article VIII or Article VII will be net of any amounts actually recovered by the Buyer Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor (net of the present value of any increase to insurance premiums, any reasonable attorneys’ fees, and other out of pocket costs or expenses incurred by such Buyer Indemnified Party in collecting such amount); provided that in no event shall any Buyer Indemnified Party be required to institute litigation or any similar proceeding in connection therewith. If the Buyer Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Damages, subsequent to an indemnification payment by Seller Parties or Seller Representative, then Buyer shall promptly reimburse Seller Representative for any payment made or expense incurred by Seller Parties or Seller Representative in connection with providing such indemnification payment up to the amount received by the Buyer Indemnified Party, net of the present value of any increase to insurance premiums, any reasonable attorneys’ fees, and other out of pocket costs or expenses incurred by such Buyer Indemnified Party in collecting such amount.
(b) Any Damages for which any Person is entitled to indemnification under this Article VIII or Article VII shall be determined without duplication of recovery by reason of the state of facts giving rise to such Damages constituting a breach of more than one representation, warranty or covenant. No Person shall be entitled to indemnification under this Agreement for any Damages arising from a breach of any representation, warranty or covenant set forth herein (and the amount of any Damages incurred in respect of such breach shall not be included in the calculation of any limitations on indemnification set forth herein) if such Damages were already taken into account in calculating the final Closing Cash Payment as provided in Section 1.4.
(c) If a Seller Party fails to pay any amounts that they are obligated to pay to Buyer under this Agreement, including any amounts that they are obligated to pay pursuant to the indemnification obligations set forth in this Article VIII, then Buyer may, in addition to any other rights and remedies that may be available to it, set off all or any portion of such amounts against any amounts due and owing from Buyer or its ...
Other Indemnification Matters. All indemnification payments under this Article 6 will be deemed adjustments to the Cash Payment. For purposes of determining the amount of Adverse Consequences resulting from any misrepresentation or breach of a representation or warranty (but for the avoidance of doubt, not for purposes of determining whether there has been any misrepresentation or breach of a representation or warranty), all qualifications or exceptions in any representation or warranty relating to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or any similar term or phrase shall be disregarded, it being the understanding of the Parties that for such purposes, the representations and warranties of the Parties contained in this Agreement shall be read as if such terms and phrases were not included in them. Orgenesis Parent agrees that Orgenesis Parent and its Affiliates have no claims or rights to contribution or indemnity from the Company or any of its Subsidiaries with respect to any amounts paid by Orgenesis Parent pursuant to this Article 6. The right to indemnification, payment of any losses or other remedy based on such representations and warranties (as modified by the applicable sections of the Disclosure Schedule), covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation or warranty (as modified by the applicable sections of the Disclosure Schedule), covenant, or obligation. Orgenesis Parent hereby acknowledges that, regardless of any investigation made (or not made) by or on behalf of Investor, and regardless of the results of any such investigation, Investor has entered into this transaction in express reliance upon such representations and warranties (as modified by the applicable sections of the Disclosure Schedule) covenants and obligations.
Other Indemnification Matters. All indemnification payments under this Article 6 will be deemed adjustments to the Purchase Consideration. For purposes of determining whether there has been any misrepresentation or breach of a representation or warranty, and for purposes of determining the amount of Adverse Consequences resulting therefrom, all qualifications or exceptions in any representation or warranty relating to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or any similar term or phrase shall be disregarded, it being the understanding of the Parties that for purposes of determining liability under this Article 6, the representations and warranties of the Parties contained in this Agreement shall be read as if such terms and phrases were not included therein. Each Seller agrees that (a) such Seller will not make any claim for indemnification against a Buyer Indemnitee by virtue of the fact that any of Sellers or such Seller’s equityholders, directors, managers, partners, officers, employees, representatives or other Affiliates was an equityholder, partner, trustee, director, manager, officer, employee or agent of the Company or was serving as an equityholder, partner, trustee, director, manager, officer, employee or agent of any Person, regardless of the nature of the Adverse Consequences claimed, with respect to any Proceeding brought by any Buyer Indemnitee against any Seller or any claim of any Buyer Indemnitee against any Seller in connection with this Agreement or the transactions contemplated hereby, and (b) such Seller has no claims or rights to contribution or indemnity from the Company with respect to any amounts paid by any Seller pursuant to this Article 6.
Other Indemnification Matters. (i) All indemnification payments made pursuant to this Section 9.1 by the Transferors will be treated as an adjustment to the Purchase Price unless otherwise required by applicable Law.
(ii) Except (A) with respect to claims based upon fraud, (B) for remedies that cannot be waived as a matter of Law and (C) injunctive and provisional relief in accordance with the terms of this Agreement, if the First Closing occurs, this Section 9.1 will be the sole and exclusive remedy for breach of, inaccuracy in, or failure to comply with, any representation, warranty, or covenant contained in this Agreement, or otherwise in respect of the transactions contemplated by this Agreement.
(iii) With respect to any indemnification payment obligations of Seller, W Vapes or ▇▇▇▇▇▇▇ under this Section 9.1 that is determined to be a Final Indemnification Claim, a Buyer Party shall be entitled to recover such amounts from Seller, W Vapes or ▇▇▇▇▇▇▇, as applicable, under this Agreement. provided, that, such recovery shall come from the following sources in the following order of priority: first, from the Consideration Shares, and second, from Seller, W Vapes or ▇▇▇▇▇▇▇, as applicable. Any Consideration Shares that is used in satisfaction of such indemnification obligation shall be valued at the greater of: (i) the volume weighted average trading price of the Consideration Shares on the Canadian Securities Exchange during the 10-trading day period preceding such payment date, and (ii) the value of such Restricted Shares established at the First Closing. A “Final Indemnification Claim” shall mean any claim by any Transferor against Seller or W Vapes pursuant to Section 9.1(b) with respect to any Losses suffered or incurred by any Transferor that is (i) subject to a written agreement between Seller and any Transferor, (ii) a final settlement between Seller and any Transferor; or (iii) a final adjudication determined by a court of competent jurisdiction that an indemnification obligation is owing by Seller to a Buyer Party.
Other Indemnification Matters. Any claim for indemnification under this Article VIII must be asserted by providing written notice to the Sellers (or the Buyer, in the case of a claim by the Sellers) specifying the factual basis of the claim in reasonable detail to the extent then known by the Person asserting the claim. THE INDEMNIFICATION PROVISIONS IN THIS ARTICLE VIII WILL BE ENFORCEABLE REGARDLESS OF WHETHER ANY PERSON ALLEGES OR PROVES THE SOLE, CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR ITS AFFILIATES, OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED ON THE PERSON SEEKING INDEMNIFICATION OR ITS AFFILIATES. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or agreement, will not affect the right to indemnification, payment of damages, or other remedy based on any such representation, warranty, covenant or agreement.
Other Indemnification Matters. Any claim for indemnification under this Article X must be asserted by providing written notice to the Members’ Representative (or the Buyer, in the case of a claim by the Seller) specifying the factual basis of the claim in reasonable detail to the extent then known by the Person asserting the claim. All indemnification payments under this Article X will be deemed adjustments to the Purchase Price, including for Tax purposes. The right to indemnification will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the date hereof, with respect to any representation, warranty, covenant or agreement in this Agreement. THE INDEMNIFICATION PROVISIONS IN THIS ARTICLE X WILL BE ENFORCEABLE REGARDLESS OF WHETHER ANY PERSON ALLEGES OR PROVES THE SOLE, CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR ITS AFFILIATES, OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED ON THE PERSON SEEKING INDEMNIFICATION OR ITS AFFILIATES. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or agreement, will not affect the right to indemnification, payment of damages, or other remedy based on any such representation, warranty, covenant or agreement.
Other Indemnification Matters. All indemnification payments under this Article 7 will be deemed adjustments to the Purchase Price.
Other Indemnification Matters. Any claim for indemnification by the Buyer Indemnified Parties under this Article IX must be asserted by providing written notice to Seller against whom indemnification is sought specifying the factual basis of the claim in reasonable detail to the extent then known by Buyer. Any claim for indemnification by Seller Indemnified Parties under this Article IX must be asserted by providing written notice to Buyer specifying the factual basis of the claim in reasonable detail to the extent then known by Seller. All indemnification payments under this Article IX shall be deemed adjustments to the Purchase Price and shall be allocated in accordance with the provisions of Section 3.3(f); provided that if an amount of such an adjustment cannot be reasonably allocated to a particular asset, such amount shall be allocated to the Goodwill. If any indemnification payment made pursuant to this Article IX is deemed by the Excise Tax Act (Canada) to include goods and services tax or harmonized sales tax, or is deemed by any applicable Canadian provincial or territorial legislation to include a similar value added or multi-staged tax, the amount of such payment shall be increased accordingly. The right to indemnification will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the date hereof, with respect to any representation, warranty, covenant or agreement in this Agreement. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or agreement, will not affect the right to indemnification or any equitable remedy based on any such representation, warranty, covenant or agreement.
Other Indemnification Matters. (a) Absent actual fraud by any Seller or Principal: (i) Purchaser Indemnitees shall not be entitled to recover Losses for any individual claim made pursuant to Section 9.2(a) unless the amount of Losses for such individual claim (or the aggregate amount of Losses for all claims arising from the same or a related matter, event or circumstance) is at least $25,000; provided that any such disregarded Losses for claims made pursuant to Section 9.2(a) shall nonetheless count towards the Basket under this Section 9.6(a) if such Basket has not then already been exceeded; (ii) Purchaser Indemnitees shall not be entitled to recover Losses for claims made pursuant to Section 9.2(a) in respect of any breach of or inaccuracy in any representation or warranty (other than the representations and warranties contained in Section 4.1(a) (Organization), Section 4.2(a) (Title to Assets), Section 4.3 (Authority), Section 4.15 (Tax Matters), Section 4.16 (Brokers), and Section 4.18 (Transactions with Affiliates)) until the aggregate amount of all such Losses thereunder exceeds $500,000 (the “Basket”), at which point Purchaser Indemnitees shall, subject to the provisions of this Article 9, be entitled to seek indemnification for all such Losses thereunder in excess of the Basket (but not for the amount of the Basket); (iii) the aggregate liability of Sellers for claims made pursuant to Section 9.2(a) in respect of breaches of or inaccuracies in representations or warranties other than Fundamental Representations shall not exceed $500,000 (the “Cap”); and (iv) the aggregate liability of Sellers for all claims made pursuant to Section 9.2 (including in respect of breaches of or inaccuracies in Fundamental Representations) shall not exceed the Base Purchase Price.
(b) Absent actual fraud by Malibu or Purchaser: (i) Seller Indemnitees shall not be entitled to recover Losses for any individual claim made pursuant to Section 9.3(a) unless the amount of Losses for such individual claim (or the aggregate amount of Losses for all claims arising from the same or a related matter, event or circumstance) is at least $25,000; provided that any such disregarded Losses for claims made pursuant to Section 9.3(a) shall nonetheless count towards the Basket under this Section 9.6(b) if such Basket has not then already been exceeded; (ii) Seller Indemnitees shall not be entitled to recover Losses for claims made pursuant to Section 9.3(a) in respect of any breach of or inaccuracy in any representa...
Other Indemnification Matters. (a) In no event shall any party hereto be liable for loss of profits or consequential damages hereunder.
(b) The right of recovery by Buyer Indemnified Parties or Seller Indemnified Parties with respect to any matter covered by this Article 9 shall be net of any insurance proceeds received by the Buyer Indemnified Parties or Seller Indemnified Parties, as the case may be, as a result of any Losses.
(c) Notwithstanding anything in this Agreement to the contrary, Seller shall not be responsible for any liability or obligation as a result of Buyer's or ▇▇▇▇▇▇▇'▇ or any Subsidiary's failure to comply with applicable law after the Closing Time even if ▇▇▇▇▇▇▇ and the Subsidiaries are owned or operated after the Closing Time in the manner owned or operated prior to Closing, except to the extent that the manner of ownership or operation prior to Closing Time constitutes a breach of a representation or warranty contained in this Agreement.
(d) Upon making any payment to an Indemnified Party for any indemnification claim pursuant to this Article 9, the Indemnifying Party shall be subrogated, to the extent of such payment, to any rights which the Indemnified Party may have against any other parties with respect to the subject matter underlying such indemnification claim.