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.
B. THE DEFENSE SHALL BE COORDINATED BY THE GRANTEE WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND GRANTEE MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL.
C. GRANTEE SHALL REIMBURSE SYSTEM AGENCY AND THE STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES OR OTHER AMOUNTS, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES AND COURT COSTS, ARISING FROM ANY SUCH CLAIM. IF THE SYSTEM AGENCY DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF GRANTEE OR IF SYSTEM AGENCY IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, SYSTEM AGENCY WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND GRANTEE SHALL PAY ALL REASONABLE COSTS OF SYSTEM AGENCY’S COUNSEL.
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. 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, FEES.
Additional Indemnity Provisions. X. XXXXXXX 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. The indemnification rights of the parties hereunder shall be subject to the following terms and conditions:
(a) Notwithstanding anything to the contrary contained herein, for the sole purpose of determining the amount of any Losses that are the subject matter of a claim for indemnification hereunder (but not for purposes of determining any breach of, or inaccuracy in, any representation or warranty for any purpose hereunder), each representation and warranty and other provision contained in this Agreement shall be read without regard and without giving effect to any materiality, Material Adverse Effect standard or qualification contained in such representation or warranty (as if such standard or qualification was deleted from such representation and warranty).
(b) Each Seller acknowledges that any Buyer Indemnified Person’s rights to indemnification for representations, warranties, covenants and obligations of such Seller contained in this Agreement and the Ancillary Agreements, and the rights and remedies that may be exercised by any such Buyer Indemnified Person, are part of the basis of the bargain contemplated by this Agreement, and Buyer’s rights to indemnification under this Agreement shall not be limited, waived or otherwise affected by virtue of (and Buyer shall be deemed to have relied on the express representations and warranties set forth in this Agreement notwithstanding) any knowledge on the part of Buyer or any of its Representatives, of any inaccuracy of any such representation or warranty of such Seller set forth in this Agreement or any Ancillary Agreement, regardless of whether such knowledge was obtained through Buyer’s own investigation or otherwise (including disclosure by such Seller, the Acquired Companies or any of their respective Representatives), and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement.
Additional Indemnity Provisions. 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. The indemnification obligations of the Indemnifying Parties hereunder shall be subject to the following additional limitations:
Additional Indemnity Provisions. This section has been deleted in its entirety.
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.
(b) Seller’s obligation under Section 7.2(a)(i) will not exceed an amount equal to $400,000 (the “Cap”), in the aggregate, other than regarding (i) any breach of any Fundamental Rep or Fraud Claim (for which the cap on Seller’s liability will be the Purchase Price actually paid to Seller), or (ii) any breach of any IP Rep (for which the Cap will be an amount equal to 10% of the Purchase Price actually paid to Seller).
(c) The maximum amount that any Buyer Indemnitee may recover from Seller in the aggregate for all Damages arising under or in connection with Section 7.2(a)(i) of this Agreement will not exceed the Purchase Price actually paid to Seller.
(d) Buyer will not have any obligation under Section 7.2(b)(i) (other than regarding any breach of any Fundamental Rep or Fraud Claim), unless and until the aggregate amount of indemnification for which Buyer is obligated thereunder exceeds the Threshold, and then Buyer will be liable only for any amounts in excess of the Threshold.
(e) Buyer’s obligations under Section 7.2(b)(i), in the aggregate, will not exceed an amount equal to the Cap, in the aggregate, other than regarding any breach of any Fundamental Rep or Fraud Claim (for which the cap on Buyer’s liability will be the Purchase Price).
(f) The right to indemnification, payment of Damages or other remedy based on the representations, warranties, covenants, agreements, and obligations in this Agreement will not be affected by any investigation conducted, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, agreement, or obligation.
(g) For purposes of calculating Damages in this Article 7 and for purposes of determining whether a breach of representations and warranties has occurred, all qualifications as to materiality or the occurrence of a Material Adverse Effect or similar qualifications contained in any representation or warra...
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.
(b) Seller’s obligations under Section 13.1(b), in the aggregate, and Purchasers obligations under Section 13.2(a), in the aggregate, will not exceed an amount equal to One Million Dollars ($1,000,000.00) (the “Cap”). For purposes of clarity, this Paragraph 13.3(b) 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.
(c) In no event shall the limitations contained in this Paragraph 13.3 apply to any indemnification claim by (i) a Purchaser Indemnified Party for any fraudulent or intentional misrepresentation of Seller or for any breach of representation or warranty pursuant to Section 4.1(b), (c), (e), (z) or (aa) or Section 15.1, or (ii) a Seller Indemnified Party for any fraudulent or intentional misrepresentation of Purchaser or for any breach of representation or warranty pursuant to Section 4.2(a), (b), (d) or (e) or Section 15.1 (collectively, the “Fundamental Representations”).
