Provisions Regarding Indemnities. A) The indemnification obligations of WCCI and NYBE under Sections 9.1 and 9.2, respectively, shall survive for the applicable statute of limitations. Delivery of any written demand for indemnification by an indemnified party shall t011 the survival period for the subject of the particular demand and, once notice is given; the indemnified party may pursue the particular claim to its conclusion to the extent permitted by applicable law.
Provisions Regarding Indemnities. (a) The obligations of ALE and ALS under Section 9 of this Agreement shall survive for the statute of limitations period applicable to claims in respect of which such rights of indemnification apply. Delivery of any written demand for indemnification by an indemnified party shall toll the survival period for the subject of the particular demand and, once notice is given, the indemnified party may pursue the particular claim to its conclusion to the extent permitted by applicable law.
Provisions Regarding Indemnities. 53 ARTICLE 10 NOT USED.....................................................................54 ARTICLE 11
Provisions Regarding Indemnities. Each party's indemnification obligations under the provisions of Section 10.1 and 10.2 is subject to the following limitations: (i) except for (A) any failure by the Buyer to pay the Purchase Price in accordance with Section 2.3, (B) any adjustments to the Purchase Price under Section 2.4, (C) knowing and intentional breaches of representations, warranties or covenants, or (D) the Excluded Liabilities set forth on Schedule 2.2, no party shall be entitled to indemnification unless the total amount of indemnity owed to such party, together with (in the case of the indemnification of Buyer under Section 10.1) all matters disclosed pursuant to Section 5.6(a), individually or in the aggregate (except to the extent such matters are reflected in the Net Working Capital of the Business shown on the Final NWC Statement), equals or exceeds $100,000 (in which event the party entitled to indemnification shall be entitled to indemnification for all Losses, including the initial $100,000); (ii) no party shall be entitled to any consequential or punitive damages against the other, unless such amounts are awarded in or paid in connection with a third party claim for which there is indemnification; (iii) any indemnification owed by any party hereunder shall be reduced by any amounts paid to the Indemnified Party under insurance policies or otherwise received or reasonably recoverable by the Indemnified Party seeking indemnification from third parties; and (iv) the amount of any indemnification owed by either party hereunder shall not exceed the Purchase Price.
Provisions Regarding Indemnities. 36 ARTICLE 8 TERMINATION............................................................................................38 Section 8.1 Termination...........................................................................39 Section 8.2 Rights on Termination; Waiver.........................................................39
Provisions Regarding Indemnities. A) The indemnification obligations of JOINT VENTURE PARTNER, JOINT VENTURE PARTNER's Affiliates, SGH-SUB and SGH under Sections 9.1 and 9.2, respectively, shall survive for the applicable statute of limitations. Delivery of any written demand for indemnification by an indemnified party shall toll the survival period for the subject of the particular demand and, once notice is given, the indemnified party may pursue the particular claim to its conclusion to the extent permitted by applicable law.
Provisions Regarding Indemnities. 16 ARTICLE VIII
Provisions Regarding Indemnities. (a) The amounts for which an indemnifying party shall be liable under Sections 7.1 and 7.2 of this Agreement shall be: (i) net of any tax benefit realized by the indemnified party by reason of the facts and circumstances giving rise to the liability; and (ii) calculated by taking into account any tax required to be paid by the indemnified party as a result of any payment made to the indemnified party pursuant to Sections 7.1, 7.2 and 7.3 of this Agreement, but not including any tax that arises as a result of a reimbursement for tax pursuant to this clause; and (iii) net of any insurance proceeds received by the indemnified party in connection with the facts giving rise to the right of indemnification.
Provisions Regarding Indemnities. (a) The obligations of HCR and ALS under Section 11.1 and 11.2, respectively, shall survive for the statute of limitations period applicable to such rights of indemnification. Delivery of any written demand for indemnification by an indemnified party shall toll the survival period for the subject of the particular demand and, once notice is given, the indemnified party may pursue the particular claim to its conclusion to the extent permitted by applicable law.
Provisions Regarding Indemnities. 43 7.5 Survival . . . . . . . . . . . . . . . . . . . . . . . . . 44 7.6 Insurance Proceeds; Tax Benefits . . . . . . . . . . . . . 44 7.7 Definitions . . . . . . . . . . . . . . . . . . . . . . . . 44 7.8 Post Closing: Indemnity Exclusive Remedy; No Rescission . . . . . . . . . . . . . . . . . . . 45 7.9 Pre-Closing: Specific Performance . . . . . . . . . . . . . 45
