Additional Indemnification Matters Sample Clauses

Additional Indemnification Matters. THE RELEASES AND INDEMNIFICATION OBLIGATIONS OF THE PARTIES IN THIS AGREEMENT ARE EXPRESSLY INTENDED, AND SHALL OPERATE AND BE CONSTRUED, TO APPLY EVEN WHERE THE LOSSES OR LIABILITIES FOR WHICH THE RELEASE AND/OR INDEMNITY ARE GIVEN ARE CAUSED, IN WHOLE OR IN PART, BY THE SOLE, JOINT, JOINT AND SEVERAL, CONCURRENT, CONTRIBUTORY, ACTIVE OR PASSIVE NEGLIGENCE OR THE STRICT LIABILITY OR FAULT OF THE PARTY BEING RELEASED OR INDEMNIFIED.

Additional Indemnification Matters. The right of indemnification provided under this ARTICLE 6 shall not be affected by any knowledge acquired (or capable of being acquired) at any time, whether before or after the Effective Date, with respect to the accuracy or inaccuracy of, or compliance or noncompliance with, any representation, warranty, covenant, or agreement contained herein. 6.5

Additional Indemnification Matters. (a) For purposes of determining whether there has been any breach of a representation or warranty, and for purposes of determining the amount of Losses resulting therefrom, all qualifications or exceptions in any representation or warranty or the definition of any defined term used therein 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 Article VIII, 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, other than any representations and warranties of Sellers set forth in Article III that are Excluded Claims. (b) The amount of any Loss or Tax subject to indemnification or reimbursement pursuant to this Agreement shall be net of any amounts actually received by the Indemnified Party or its Affiliates under insurance policies (including the D&O and EPL Tail Policy, title insurance policy, and the R&W Policy (subject to the provisions of Section 8.3(e)); provided that the existence of the R&W Policy, the D&O and EPL Tail Policy, and the title insurance policy, or any claims related thereto shall not in any way limit any Buyer Indemnified Party’s ability to recover from Sellers in accordance with the terms of this Agreement, indemnities, reimbursement arrangements or Contracts (including with respect to any breaches thereof) pursuant to which or under which such Person or such Person’s Affiliates is a party or has rights with respect to such Loss, in each case, net of the reasonable expenses incurred by such Indemnified Party or its Affiliates in procuring such recovery, including insurance deductibles and any reasonably foreseeable premium increases. Sellers acknowledge that Buyer and its Affiliates maintain insurance policies with self-insured retentions and/or large deductibles and that payments made or amounts retained by Buyer or its Affiliates towards satisfying any self-insured retentions, deductibles, or similar thresholds shall not constitute an actual receipt of insurance proceeds. Any Loss under this Agreement shall be determined without duplication of recovery by reason of the state of facts giving rise to such Loss constituting a breach of more than one representation, warranty, covenant or agreement, and will be without duplication of any recov...

Additional Indemnification Matters. The Parties shall comply with the provisions and agreements set forth on Schedule 6.5, which is incorporated herein by reference.

Additional Indemnification Matters. 17 6.5 Adjustments ...............................................................................................17 6.6

Additional Indemnification Matters. 54 Section 9.12 Claims in Excess of Indemnification Limit..........54 ARTICLE X

Additional Indemnification Matters. (a) Without limiting the entitlement of any Purchaser Indemnified Party to seek indemnification pursuant to Section 9.2 hereof, should the indemnification claim be a matter for which any Purchaser Indemnified Party is entitled to make a claim under any of its insurance policies then in effect, the Purchaser Indemnified Party shall make such a claim. (b) Notwithstanding anything to the contrary set forth herein, no Purchaser Indemnified Party will make a claim for indemnification for a breach of the representation and warranty set forth in Section 3.15(i)(iii) hereof if the release of friable asbestos was the result of work commenced by Manischewitz after the Closing Date.

Additional Indemnification Matters. If a Covered Person is entitled to indemnification in respect of a portion, but not all, of any Liabilities to which such Person may be subject, the Company shall indemnify such Covered Person to the maximum extent for such portion of the Liabilities. The termination of a Proceeding by settlement shall not create a presumption that the Covered Person is not entitled to indemnification. This Article 10 shall survive any termination of this Agreement and any termination, liquidation or dissolution of the Company.

Additional Indemnification Matters. In determining the existence of, and amount of any Losses in connection with a claim under Section 6.1(a), or Section 6.2(a) all representations and warranties shall be read without regard and without giving effect to any materiality or Material Adverse Change or similar qualification contained therein (as if such qualification were deleted from such representation or warranty).