Amount of Indemnification. After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which the Indemnified Party shall be entitled shall be determined by a final judgment or decree of any court of competent jurisdiction. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the burden of proof in establishing the amount of indemnified damages suffered.
Amount of Indemnification. (a) In the case of any Income Inclusion that is indemnifiable pursuant to Section 3 of this Agreement, the relevant Xxxxx Indemnitee (x) shall notify UpREIT orally and in writing as soon as possible (so as to minimize indemnifiable costs and expenses incurred under this Agreement prior to such Income Inclusion), and (y) shall give UpREIT a written certificate setting forth in reasonable detail (i) the computation of the amount of such Income Inclusion and (ii) the computation of such amount or amounts that shall equal the sum of (1) the actual net increase in federal, applicable state and Xxxx Ridge income tax (including any interest, penalties, fines, or other additions thereto) ("Inclusion Taxes") actually payable by a Xxxxx Indemnitee on an After-Tax Basis, as a result of such Income Inclusion, determined after taking into account all deductions, credits, or other federal, applicable state and Xxxx Ridge income tax benefits then realized and resulting from (a) such Income Inclusion, (b) the incurrence of the tax liability indemnified under this Agreement, or (c) the receipt of any indemnity payment made under this Agreement (computed in accordance with Sections 3 and 6 of this Agreement), plus (2) the reasonable costs and expenses incurred by such Xxxxx Indemnitee in respect of such Income Inclusion.
(b) Each Xxxxx Indemnitee agrees to act in good faith to claim any tax benefits (including filing claims for refunds and amended tax returns) and take such other actions as may be reasonable to minimize the net amount of any indemnity payment due from UpREIT hereunder and to maximize the amount of its tax savings; provided, however that such Xxxxx Indemnitee shall not be required to take any action which, in its good faith judgment, would have any material adverse business consequences to it. If UpREIT shall disagree with such computation and so requests in a written notice delivered to such Xxxxx Indemnitee within thirty (30) days following UpREIT's receipt of the certificate, such amount shall be reviewed and determined by an independent public accounting firm of national recognition selected by XX Xxxxx and reasonably acceptable to UpREIT. The costs of such verification shall be borne by UpREIT unless such verification shall result in an adjustment in UpREIT's favor by an amount of more than 5 % of the Inclusion Taxes actually due, in which case such costs shall be borne by such Xxxxx Indemnitee. Each Xxxxx Indemnitee agrees to cooperate with such indepe...
Amount of Indemnification. The amount of indemnification to which an Indemnified Party shall be entitled under this Article VII shall be determined: (a) by the written agreement between the Indemnified Party and the Indemnifying Party; (b) by a final judgment or decree of any court of competent jurisdiction; or (c) by any other means to which the Indemnified Party and the Indemnifying Party shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined.
Amount of Indemnification. (a) In the event that pursuant to this Section 15 either Party (herein referred to as the “Indemnitor”) is required to indemnify the other (herein referred to as the “Indemnitee”) the amount which the Indemnitor shall be required to pay to the Indemnitee with respect to any Claim shall be, subject to all other provisions of this Article 15, the full amount of such Claim and all costs or expenses incurred in defending or dealing with such Claim.
(b) The amount of any indemnification otherwise due pursuant to this Section 15 shall be net of the present value of any tax benefits associated with such Claim to:
(i) BioAmber Sarnia or its Affiliates, as the case may be; or
(ii) LANXESS or its Affiliates, as the case may be. For the purposes of this Section 15.2, the present value with respect to any tax benefit associated with a Claim shall be calculated on the basis of the Canadian Prime Rate, in effect at the time at which the Indemnitor indemnifies the Indemnitee with respect to such Claim.
Amount of Indemnification. In addition to the deductible amount of $500,000 and the maximum amount of $7,500,000 set forth in Section 8.10 above, any indemnification hereunder shall be subject to the following deductions and limitations:
(a) No indemnification shall be due by Seller in respect of any Damages that have been taken into account in the calculation of Working Capital.
(b) The amount of indemnification due hereunder in respect of any Damages shall be calculated after deduction of (i) any benefit to which the Indemnified Party or, if such Indemnified Party is Purchaser, the Subject Company, is entitled in respect thereof in the form of a reduction of Taxes (ii) any amounts paid or payable to the Indemnified Party or, if such Indemnified Party is Purchaser, to the Subject Company, under any insurance policies in respect of the Damages and (iii) any amount of the Damages which is attributable to the action or failure to act of the Indemnified Party or, if such Indemnified Party is Purchaser, of the Subject Company.
Amount of Indemnification. In the performance of any of the foregoing indemnities, the indemnifying party will pay to, or reduce any claim against, the other party in the amount which would then be required to establish the other party in the position that it would have held had each such representation or warranty been true, complete and correct, had each such obligation been fulfilled, and had each such covenant and agreement been fully performed. The foregoing notwithstanding, the aggregate amount of indemnification paid by an indemnifying party shall not exceed the Purchase Price.
Amount of Indemnification. To the extent that a manager, officer, employee, or agent of the Company has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Paragraph (A) or (B) of this Section or has been successful in defense of any claim, issue, or matter in an action, suit, or proceeding referred to in those Paragraphs, he or she shall be indemnified against expenses, including attorney's fees, that were actually and reasonably incurred by him or her in connection with the action, suit, or proceeding.
Amount of Indemnification. After the giving of any Claim Notice pursuant hereto, the amount of Indemnification to which NEWCO 1 will be entitled under this section will be determined (i) by a written agreement between NEWCO 1 and GEAC, (ii) by a final judgement or decree of any court of competent jurisdiction; or (iii) by any other means to which NEWCO 1 and GEAC agree. The judgement or decree of a court will be deemed final when the time for appeal, if any, has expired and no appeal has been taken or when all appeals taken have been finally determined. THIRD PARTY CLAIMS: NEWCO 1 will have the right to conduct and control, through counsel of its choosing, the defence, compromise or settlement of any third party claim, action or suit as to which indemnification is sought hereunder, and in any such case, GEAC will co-operate in connection therewith and will furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by NEWCO 1 in connection therewith; provided, that GEAC may participate, through counsel chosen by it and at its own expense, in the defence of any such claim, action or suit as to which NEWCO 1 has so elected to conduct and control the defence thereof; and provided further that NEWCO 1 will not, without the written consent of GEAC (which written consent will not be unreasonably withheld), pay, compromise or settle any such claim, action or suit, except that no such consent will be required if, following a written request from NEWCO 1, GEAC fails to respond, within four (4) weeks after the making of such request (or such shorter period if NEWCO 1 has a deadline of less than four weeks), which request includes the specific reference to this consequence. Notwithstanding the foregoing, NEWCO 1 will have the right to pay, settle or compromise any such claim, action or suit without such consent, provided that in such event NEWCO 1 will waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld.
Amount of Indemnification. (a) In the case of a Tax Loss incurred by a JMB Indemnitee, the Indemnitors shall pay to such JMB Indemnitee in cash in United States dollars the sum of:
(i) the Income Taxes that would be deemed to arise based on the assumptions set forth in Section 3(b) below as a result of the Tax Loss, determined after taking into account the amount of any taxable losses allocated to such JMB Indemnitee from the Partnership for Income Tax purposes through the date hereof which cannot be claimed by such JMB Indemnitee for federal income tax purposes because such JMB Indemnitee had insufficient tax basis in the Partnership to claim such losses under Code Section 704(d) or had an insufficient amount "at risk" in the Partnership under Code Section 465; plus
(ii) any additional reasonable costs or expenses (after accounting for any Income Tax deduction permitted by the Code with respect to such costs or expenses) incurred by such JMB Indemnitee in connection with any administrative or judicial proceeding relating to such Tax Loss pursuant to the terms of Section 6 hereof (including, without limitation, the payment of any Income Tax for which a refund is claimed).
(iii) a supplemental amount such that, after deduction of the amount of all Income Taxes that would be deemed to arise (based on the assumptions set forth in Section 3(b) below) in respect of the sum of the amounts described in paragraphs (i), (ii), and this paragraph (iii) of this Section 3(a), the net amount received by such JMB Indemnitee is equal to the sum of the amounts described in paragraphs (i) and (ii) of this Section 3(a) determined without subtracting any Income Taxes required to be paid with respect thereto (which supplemental amount, together with the amounts described in paragraphs (i) and (ii) of this Section 3(a), is intended, based on the assumptions set forth in Section 3(b) below), to leave such JMB Indemnitee in the same after-tax position in which such JMB Indemnitee would be if such JMB Indemnitee had not incurred the applicable Tax Loss); and
(b) The calculation of the amount payable under Section 3(a) shall be made based on the following assumptions:
(i) The JMB Indemnitee is taxable (A) at the highest marginal state and local Income Tax rate applicable to a partnership or limited liability company on the type of income or gain recognized (but only to the extent such income or gain recognized by such JMB Indemnitee would be subject to state or local Income Tax under applicable state or loca...
Amount of Indemnification. 56 Index of Defined Terms The following terms have the respective meanings specified in the indicated Sections of the Agreement:
