Additional Indemnity Provisions Sample Clauses

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. ▇. ▇▇▇▇▇▇▇ 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 Buyer and the Sellers hereunder shall be subject to the following terms and conditions: (a) The Buyer, on behalf of itself and each of its Affiliates, successors and assigns and all Persons who may claim any rights through any of them (collectively, the "Buyer Affiliates"), hereby agrees that notwithstanding anything to the contrary contained in this Agreement the liability and obligations of each Seller under or in connection with this Agreement and the transactions contemplated hereby shall be several and not joint. Accordingly, each Seller shall be liable to the Buyer only for (a) the aggregate amount of all Losses arising out of the breach of any representation or warranty or covenant of such Seller, including the warranty of title for the Stock, or any breach by such Seller of its obligation under this Agreement to deliver its Stock free and clear of Liens, and (b) such Seller's Fraction of the aggregate amount of all Losses or liabilities, other than those described in clause (a), for which Sellers may be liable hereunder; and no Seller shall have any liability for the obligations of any other Seller hereunder. The Buyer, for itself and the Buyer Affiliates, hereby further irrevocably and unconditionally waives any right it may have to hold any Seller liable for the obligations of any other Seller. The aggregate liability of any Seller under Section 8.2 shall not exceed such Seller's pro rata share of the Purchase Price for the Stock and the Options sold by such Seller to the Buyer hereunder. Notwithstanding the foregoing and anything to the contrary herein, nothing in this Section 8.3(a) or elsewhere in this Agreement shall be deemed to limit or restrict the rights of the Buyer or any Buyer Affiliate under the Escrow Agreement. (b) No claims for indemnification shall be made by the Buyer to the extent that the Losses claimed were reflected through their inclusion as Indebtedness or through their inclusion as liabilities or reserves in Working Capital and taken into account in determining the Closing Adjustment or result from a failure to timely pay the Option Tax Withholding Amount or the Applicable Employer Payroll Tax Amount arising in respect of the sale of the Options under this Agreement to the appropriate taxing authority. (c) Except in the case of actual and willful fraud and except as provided in Section 9.14, the sole recourse and exclusive remedy of the Buyer and the Sellers against each other arising...

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) 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. (b) The computation of the amount of any Loss subject to indemnification under any of the provisions of this Agreement shall be net of any insurance proceeds (net of direct collection expenses) received by the Buyer, Midland, the Subsidiaries or any of their Affiliates on account of such Loss. The Buyer, Midland and the Subsidiaries shall seek recovery under all insurance policies covering any Loss to the same extent they would if such Loss were not subject to indemnification hereunder. In the event that an insurance recovery is made by the Buyer, Midland, the Subsidiaries or any of their Affiliates with respect to any Loss for which any such Person has been indemnified and paid hereunder, then a refund equal to the aggregate amount of the recovery (net of direct collection expenses) shall be made promptly to the Seller. (c) All indemnification payments under this Agreement shall be deemed adjustments to the Purchase Price.