Certain Definitions and Procedures. For purposes of this Article IX, “Loss” or “Losses” shall mean actions, claims, losses, liabilities, damages, costs, expenses (including reasonable attorneys’ fees), interest and penalties. In the event either Reinsurer or the Company shall have a claim for indemnity against the other party under the terms of this Agreement, the parties shall follow the procedures set forth in Sections 9.02, 9.03 and 9.04 of the Asset Purchase Agreement.
Certain Definitions and Procedures. In the event either the Reinsurer or the Company shall have a claim for indemnity against the other party under the terms of this Agreement, the parties shall follow the procedures set forth in Article X of the Asset Purchase Agreement.
Certain Definitions and Procedures. As used in this Agreement, "Loss" and/or "Losses" shall mean actions, claims, losses, liabilities, damages, costs, expenses (including reasonable attorneys' fees), interest and penalties. In the event either Administrator, on the one hand, and XXXX or ALIAC, on the other hand, shall have a claim for indemnity against the other party under the terms of this Agreement, the parties shall follow the procedures set forth in Sections 9.02, 9.03 and 9.04 of the Asset Purchase Agreement.
Certain Definitions and Procedures. 23 9.4 Security Trust Account and Recapture Rights........................23
Certain Definitions and Procedures. In the event the Company or Administrator shall have a claim for indemnity against the other party under the terms of this Agreement, the parties shall follow the procedures set forth in Section 10.02, Section 10.03 and Section 10.04 of the Purchase Agreement. To the extent that a Company Indemnified Party or an Administrator Indemnified Party has received payment in respect of a Loss pursuant to the provisions of the Purchase Agreement or any Ancillary Agreement, such Company Indemnified Party or Administrator Indemnified Party shall not be entitled to indemnification for such Loss under this Agreement to the extent of such payment.
Certain Definitions and Procedures. As used herein, the term "Pro Rata Share" shall mean a fraction, expressed as a percentage, the numerator of which is one and the denominator of which is the number of shares of the Company's common stock issued and outstanding as of the Effective Time. Not less than three (3) and not more than ten (10) Business Days prior to the Effective Time, the Company shall deliver to the Purchaser a certificate (the "Closing Price Certificate") setting forth the Company's then current estimate of each of the following:
Certain Definitions and Procedures. For purposes of this Article X, "Loss" or "Losses" shall have the meaning set forth in the Purchase Agreement. In the event either Reinsurer or the Company shall have a claim for indemnity against the other party under the terms of this Agreement, the parties shall follow the procedures set forth in Sections 9.3, 9.4 and 9.5 of the Purchase Agreement; provided, however, that with respect to the reinsurance provided under this Agreement, the indemnification procedures at forth in the Purchase Agreement shall not apply.
Certain Definitions and Procedures. 14 ARTICLE X MISCELLANEOUS.......................................................15 10.01 Notices.....................................................15
Certain Definitions and Procedures. In the event either the Administrator or the Companies shall have a claim for indemnity against the other party under the terms of this Agreement with respect to a third-party claim, the parties shall follow the procedures set forth in Section 10.3 of the Asset Purchase Agreement. The parties hereto shall follow the procedures set forth in Article VIII hereof with respect to any other claims for indemnity hereunder.
Certain Definitions and Procedures. For the purposes of, and subject to the other provisions of, this Section 2.7(b):
