Adjustment to Indemnities Sample Clauses

Adjustment to Indemnities. The amount of indemnity payable under Section 9(b) or Section 9(c) shall be treated by the Buyer and the Seller as an adjustment to the Purchase Price, and shall be calculated after giving effect to (i) any proceeds received from insurance policies covering the damage, loss, liability or expense that is the subject of the claim for indemnity, net of any increase in premium as a result of such claim and (ii) the actual realized Tax benefit to the Indemnified Party resulting from the damage, loss, liability or expense that is the subject of the indemnity and of the indemnity payment itself; provided that, to the extent that any Tax benefit is realized in a Tax year other than the year in which the indemnity is paid, the Indemnified Party shall make a payment to the Indemnifying Party in the amount of such realized Tax benefit in the year in which it is realized. For purposes of this Section 9(f), an actual realized Tax benefit is an actual reduction in Taxes payable or a refund of Taxes previously paid.
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Adjustment to Indemnities. 55 Section 10.7
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Adjustment to Indemnities. The amount of indemnity payable under SECTION 8.02 or SECTION 8.03 shall be treated by the Purchaser and the Company as an adjustment to the Merger Consideration, and shall be (i) calculated after giving effect to any proceeds actually received from insurance policies covering the Loss that is the subject of the claim for indemnity, net of any increase in premium as a result of such claim, (ii) reduced (but not below zero) by an amount equal to the Tax Benefit, if any, to the Indemnified Party or one or more of its Affiliates resulting from the Loss that is the subject of the indemnity payment, and (iii) in the case of an indemnity payment relating to Taxes, reduced (but not below zero) by the Tax Benefit, if any to the Indemnified Party and/or one or more of its Affiliates, attributable to (or arising out of) the adjustment giving rise to the indemnity payment, including, but not limited to, any corresponding adjustments relating to any period ended after the Closing Date, and whether or not realized, calculated on a present value basis as set forth in the definition of Tax Benefit.
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Adjustment to Indemnities. The amount of indemnity payable under Section 9.2 or Section 9.3 shall be treated by Buyer and Seller as an adjustment to the Purchase Price of the Equity, and shall be calculated after giving effect to (i) any proceeds received from insurance policies covering the damage, loss, liability or expense that is the subject of the claim for indemnity, net of any increase in premium as a result of such claim and all costs and 42 expenses incurred in securing such proceeds from the insurers and (ii) any Tax benefit to the Indemnified Party resulting from the damage, loss, liability or expense that is the subject of the indemnity and of the indemnity payment itself actually recognized by the Indemnified Party in the year in which such Loss is suffered or incurred and which is without material risk of being disallowed on audit, PROVIDED, that to the extent that any Tax benefit is recognized in a Tax year other than the year in which the indemnity is paid, the Indemnified Party shall make a payment to the Indemnifying Party in the amount of such recognized Tax benefit in the year in which it is recognized. For purposes of this Section 9.6, a recognized Tax benefit is an actual reduction in Taxes payable or a refund of Taxes previously paid.
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Adjustment to Indemnities. The amount of indemnity payable under Section 8.01 shall be (i) calculated after giving effect to any proceeds actually received from insurance policies covering the Loss that is the subject of the claim for indemnity, net of any increase in premium as a result of such claim, and (ii) reduced (but not below zero) by an amount equal to the present value of the tax benefit, if any, to the Indemnified Party or one or more of its Affiliates resulting from the Loss that is the subject of the indemnity payment.
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Adjustment to Indemnities. 35 ARTICLE XI MISCELLANEOUS...........................................................................................36 Section 11.1 Assignment............................................................................36 Section 11.2 Notices...............................................................................36 Section 11.3 Choice of Law.........................................................................37 Section 11.4 Entire Agreement; Amendments and Waivers..............................................37 Section 11.5 Counterparts..........................................................................37 Section 11.6 Invalidity............................................................................37 Section 11.7 Headings..............................................................................38 Section 11.8 Expenses..............................................................................38 Section 11.9 Specific Performance..................................................................38 Section 11.10 Waiver of Jury Trial..................................................................38 Section 11.11 No Strict Construction................................................................38 Exhibits Exhibit A - Purchase Price Allocation Exhibit B - Year End Financial Statements Exhibit C - Interim Financial Statements Exhibit D - Buyer's Audited Financial Statements Exhibit E - Buyer's Interim Financial Statements Exhibit F - Form of Transition Services Agreement Exhibit G - Form of Assignment and Assumption Agreement Exhibit H - Form of Xxxx of Sale Exhibit I - Form of Opinion of Seller's Counsel Disclosure Schedule Section 2.2(g) - Excluded Contracts Section 2.3 - Personal Property Leases, Business Contracts and Business Licenses Section 3.2(b)(iii) - Seller's Products Section 5.1(c) - Parent's Consents and Approvals Section 5.2(a) - Incorporation and Foreign Qualifications Section 5.2(c) - Seller's Consents and Approvals Section 5.2(k) - Intangible Property Section 5.2(l) - Tangible Assets Section 5.2(q) - Product Warranty Provisions Section 5.2(r) - Employees Section 5.2(u) - Substantial Customers and Suppliers Section 5.2(w) - Insurance Schedules Schedule 6.3 - Buyer's Consents and Approvals ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT ("Agreement"), dated as of December 27, 2000 by and among AQUA CARE SYSTEMS, INC. ("Parent"), DURAMETER PUMP COMPANY, INC. (the "Seller"), XXXXXX HOLDINGS INC. and XXXXXX INTERNAT...
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Adjustment to Indemnities. The amount of indemnity payable under Section 10.2 or Section 10.3 shall be treated by Buyer, Parent and Seller as an adjustment to the Purchase Price.
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Related to Adjustment to Indemnities

  • Agreement to Indemnify The Company agrees to indemnify Indemnitee as follows:

  • Conditions to Indemnification An indemnified party must give the other party(ies) prompt written notice of any claim and allow the indemnifying party to defend or settle the claim as a condition to indemnification. No settlement shall bind any party without such party’s written consent.

  • Exceptions to Indemnification Notwithstanding anything to the contrary contained herein, the Issuer’s obligations under Section 4(a) (Indemnification of Protected Persons) and Section 4(b) (Reimbursement of Expenses) shall not apply to any actions, suits or proceedings in which one or more officers, directors, partners, members or employees of the Administrator are making claims against the Administrator or one or more other officers, directors, partners, members or employees of the Administrator.

  • Other Rights to Indemnification The indemnification and advancement of expenses (including court costs and attorneys' fees) and costs provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may now or in the future be entitled under any provision of the Bylaws of the Company, any provision of the Amended and Restated Articles of Incorporation of the Company, any vote of shareholders or Disinterested Directors, any provision of law or otherwise.

  • Determination of Entitlement to Indemnification To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

  • Right to Indemnity Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent, to the extent that such Agent shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

  • Right to Indemnification Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he, she or it is or was the Sole Member, a Manager, an Officer, or an officer, director or stockholder of the Sole Member in its capacity as sole member of the Company, or is or was serving at the request of the Company as a director, manager or officer of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as an equity holder, manager, director or officer or in any other capacity while serving as an equity holder, manager, director or officer, shall be indemnified and held harmless by the Company, to the fullest extent permitted or required by the Delaware General Corporation Law as if the Company were a Delaware corporation, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits broader indemnification rights than such law permitted prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended and as may be further amended from time to time (“ERISA”), or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 5.6 with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Managers.

  • Indemnitee’s Entitlement to Indemnification In making any Standard of Conduct Determination, the person or persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the Company shall have the burden of proof to overcome that presumption and establish that Indemnitee is not so entitled. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by the Indemnitee in the Delaware Court. No determination by the Company (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct may be used as a defense to any legal proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.

  • Determination of Right to Indemnification (a) To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter therein, including, without limitation, dismissal without prejudice, Indemnitee shall be indemnified against all Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in accordance with Section 2 and no Standard of Conduct Determination (as defined in Section 7(b)) shall be required.

  • Conditions Precedent to Indemnification It shall be a condition precedent to the obligation of the Receiver to indemnify any Person pursuant to this Article XII that such Person shall, with respect to any claim made or threatened against such Person for which such Person is or may be entitled to indemnification hereunder:

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