Allocation of Indemnification Payments. The parties hereto agree that any indemnification payment pursuant to this Agreement shall, to the extent permitted by applicable law, be treated as an adjustment to the Purchase Price for Tax purposes.
Allocation of Indemnification Payments. If Purchaser is entitled to receive indemnification from LP1 under the LP1 PSA with respect to (1) any Tsugaru Representations and/or (2) any covenants contained in Article 4 of the LP1 PSA to the extent relating to the Project Company and its Subsidiaries or the Project (“Project Level Indemnity Obligations”) (which indemnification shall, as provided in the LP1 PSA, be determined by calculating Purchaser’s “Losses” as if LP1 had indirectly owned and sold to Purchaser both (i) the Acquired Interests (as defined in the LP1 PSA) and (ii) the Acquired Interests under this Agreement), then the aggregate amount of such indemnification payments shall be made severally and not jointly by LP1 and Seller in the following proportions: 5.00% by Seller and 95.00% by LP1; provided that the foregoing allocation shall not apply to any actual fraud or willful misrepresentation by either LP1 or Seller, and each of LP1 and Seller shall remain fully liable for its own actual fraud or willful misrepresentation as and to the extent provided for in the LP1 PSA (in the case of LP1) and this Agreement (in the case of Seller). Solely in respect of the Tsugaru Representations and the Project Level Indemnity Obligations, the foregoing indemnification by Seller shall be in lieu of any indemnification by Seller under Section 6.1(a)(i).
Allocation of Indemnification Payments. The parties hereto agree that any indemnification payment shall be treated as an adjustment to the Purchase Price.
Allocation of Indemnification Payments. 9- ARTICLE VIII GENERAL PROVISIONS
Allocation of Indemnification Payments. (a) Except as otherwise provided in this Agreement, in the event that Bank Parties become liable to PMTH or PMH pursuant to Article XII of the Purchase and Assumption Agreement, such liability shall be allocated to and paid by each Bank Party in proportion to the liability attributable to it. If the liability cannot be proportioned among Bank Parties, such liability will be allocated evenly among Bank Parties.
Allocation of Indemnification Payments. Any payment made -------------------------------------- pursuant to Section 7.1 shall be made first from any principal cash included in the Escrow Deposit, next from the principal balance of the Carey-ILN Note and Replacement Note (and Xxxxx agrees to issue a new Carey-ILN Note and Replacement Note in the principal amount of such prior principal balance, less any such payment allocated to the Carey-ILN Note and Replacement Note) and finally from the Xxxxx Shares, valuing such shares at the latest available closing price thereof (disregarding for this purpose whether the Xxxxx Shares may be sold freely or are subject to restrictions on resale whether under the Merger Agreement, the agreements contemplated thereby, or by law) on the business day immediately prior to the date payment is made. To the extent that indemnification payments are made from the Xxxxx Shares, Xxxxx may direct the Escrow Agent to make such payments either (i) in Xxxxx Shares or (ii) in cash proceeds from the sale of Xxxxx Shares.
Allocation of Indemnification Payments. 28 Section 5.6 Exclusive Remedy.................................28
