APPORTIONMENT OF INDEMNITY Sample Clauses

APPORTIONMENT OF INDEMNITY. If any Indemnifiable Loss arises from or relates to the matters referred to in both Sections 2.01(a) and 2.01(b) above, Tyco shall indemnify the CIT Indemnitees against any portion of such Indemnifiable Loss that pertains more substantially to the matters referred to in Section 2.01(a) than to the matters referred to in Section 2.01(b), and CIT shall indemnify the Tyco Indemnitees against any portion of such Indemnifiable Loss that pertains more substantially to the matters referred to in Section 2.01(b) than to the matters referred to in Section 2.01(a).
Sample 1
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APPORTIONMENT OF INDEMNITY. If any Indemnifiable Loss arises from or relates to the matters referred to in both Sections 2.1(a) and 2.1(b) above, it is the intent of Vesta and Affirmative that each party shall contribute to the total amount paid or payable in connection with such Indemnifiable Loss in such proportion as is appropriate to reflect the relative portion of such Indemnifiable Loss that is attributable to the matters referred to in Section 2.1(a) on the one hand and to the matters referred to in Section 2.1(b) on the other hand. In furtherance and not in limitation of this intent, when any Indemnifiable Loss arises from or relates to the matters referred to in both Sections 2.1(a) and 2.1(b) above, Vesta shall indemnify the Affirmative Indemnitees against any portion of such Indemnifiable Loss that pertains more substantially to the matters referred to in Section 2.1(a) than to the matters referred to in Section 2.1(b), and Affirmative shall indemnify the Vesta Indemnitees against any portion of such Indemnifiable Loss that pertains more substantially to the matters referred to in Section 2.1(b) than to the matters referred to in Section 2.1(a).
Sample 1

Related to APPORTIONMENT OF INDEMNITY

  • Payment of Indemnification If, in regard to any Losses:

  • AGREEMENT OF INDEMNITY The Company agrees to indemnify the Independent Director as follows:

  • Lender Statements; Survival of Indemnity To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Eurodollar Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Borrower (with a copy to the Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error. Determination of amounts payable under such Sections in connection with a Eurodollar Loan shall be calculated as though each Lender funded its Eurodollar Loan through the purchase of a deposit of the type and maturity corresponding to the deposit used as a reference in determining the Eurodollar Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by the Borrower of such written statement. The obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement.

  • Treatment of Indemnity Payments Any payments made to an Indemnified Party pursuant to this Article VII or pursuant to the Escrow Agreement shall be treated as an adjustment to the Purchase Price for tax purposes.

  • Treatment of Indemnification Payments All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Transaction Consideration to the extent permitted by applicable Law.

  • Survival of Indemnity The indemnification provided by this Agreement shall be a continuing right to indemnification and shall survive the registration and sale of any Registerable Securities by any person entitled to indemnification hereunder and the expiration or termination of this Agreement.

  • Primacy of Indemnification The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.

  • Tax Treatment of Indemnification For all Tax purposes, Acquiror and Seller agree to treat any indemnity payment under this Agreement as an adjustment to the purchase price unless, and then solely to the extent that, a Final Determination provides otherwise.

  • Claim of Indemnification The Parties hereto agree to waive any right they might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy, security or claim payment from any other person before claiming this indemnity.

  • Manner of Indemnification Any claims for indemnification under this Article III shall be made in the manner set forth in Section 6.05 and Section 6.06 and are subject to the provisions set forth in Sections 6.07, 6.08 and 6.09.

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