Additional Indemnity Provisions. A. GRANTEE AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY INDEMNITY CLAIM. GRANTEE SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS’ FEES.
Additional Indemnity Provisions. A. CONTRACTOR AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY INDEMNITY CLAIM. CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS’ FEES.
Additional Indemnity Provisions. The indemnification obligations of the Buyer and the Seller hereunder shall be subject to the following terms and conditions:
Additional Indemnity Provisions. The indemnification rights of the parties hereunder shall be subject to the following terms and conditions:
Additional Indemnity Provisions. This section has been deleted in its entirety.
Additional Indemnity Provisions. The indemnification obligations of the Indemnifying Parties hereunder shall be subject to the following additional limitations:
Additional Indemnity Provisions. (a) Seller will not have any obligation under Section 7.2(a)(i) (other than regarding any breach of any Fundamental Rep, any IP Rep, any Benefits Rep or Fraud Claim, for which there is no threshold), unless and until the aggregate amount of indemnification for which Seller is obligated thereunder exceeds $400,000 (the “Threshold”), and then Seller will be liable only for any amounts in excess of the Threshold.
Additional Indemnity Provisions. (a) Seller will not have any obligations under Section 13.1(b), and Purchaser will not have any obligations under Section 13.2(a), unless and until the aggregate amount of indemnifiable Losses for which Seller or Purchaser, respectively, (the “Indemnifying Party”) is obligated thereunder exceeds Fifty Thousand Dollars ($50,000.00) (the “Basket Amount”), and then the Indemnifying Party will be liable for all indemnifiable Losses incurred by the other party (the “Indemnified Party”) including amounts up to the Basket Amount. For purposes of clarity, this Paragraph 13.3(a) shall not apply to any claims by either party under this Agreement other than claims for indemnification on account of breaches of representations and warranties pursuant to Sections 13.1(b) and 13.2(a) above.
Additional Indemnity Provisions. (a) The Sellers shall not have any liability under Section 9.2(a)(i) or, subject to Section 9.5(t), Section 9.2(a)(v) unless the aggregate Losses suffered by the Buyer and its Affiliates under both such Sections exceeds $1,750,000 (the "THRESHOLD AMOUNT") and then the Sellers shall be liable for all such Losses without regard to such Threshold Amount;
Additional Indemnity Provisions. (a) The computation of the amount of any Loss subject to indemnification under any of the provisions of this Agreement shall be (i) net of any federal or state Tax benefit realized or the then present value (based on a discount rate of ten percent (10%)) of any such Tax benefit to be realized by the indemnified party (or, where a Buyer Indemnified Party is the indemnified party, any of the Buyer Indemnified Parties, Midland or the Subsidiaries) by reason of the facts and circumstances giving rise to the indemnification, and (ii) increased by the amount of any federal or state Tax required to be paid by the indemnified party on the accrual or receipt of the indemnification payment (including any amount payable pursuant to this clause (ii)). For purposes of the preceding sentence, the amount of any state Tax benefit or cost shall take into account the federal Tax effect of such benefit or cost.
