Determination of Indemnification Amount Sample Clauses

Determination of Indemnification Amount. In the event that any indemnitee believes that it is entitled to claim indemnification from any indemnitor under this Section 8, and if the amount of such Claim is not set forth in this Agreement or is otherwise uncertain, the indemnitee shall notify the indemnitor of such Claim, the amount or estimated amount thereof and the basis for such Claim (which will be described in reasonable detail). Mi Gwang and Contacts, on its behalf and that of the Contacts Parties, acting as the indemnitor and the indemnitee, as the case may be, will proceed, in good faith, and using reasonable efforts, to agree on the amount of such indemnification Claim. If the indemnitor does not dispute the indemnification Claim, then the Losses specified in such notice will be conclusively deemed a liability of the indemnitor and the indemnitor shall pay the amount of such Loss to the indemnitee on demand. If they are unable to agree on the amount of such indemnification Claim within 30 days after such notice, (i) if such indemnification Claim arises out of a claim by an Authority or Third Party, then the amount of such indemnification claim will be determined pursuant to a final judgment or settlement or compromise thereof, or (ii) if such indemnification Claim does not arise out of such a Third Party Claim, then the indemnification Claim will finally settled in accordance with Section 10(a) hereof. The determination of the amount of any indemnification Claim pursuant to this Section 8 will be final, binding and conclusive, and the indemnitee(s), upon final determination of the amount of the indemnification Claim will be paid, by the indemnitor(s), within ten (10) business days of such final determination, the full amount, in cash, of such indemnification Claim, as finally determined, and will be entitled to apply to any court of authority of competent jurisdiction for enforcement of such payment (the fees and expenses of such enforcement, if necessary, to be borne by the indemnitors).
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Determination of Indemnification Amount. As soon as is reasonably practicable after the full and final settlement or the entering of a final and non-appealable judgment regarding a Third Party Claim, the Indemnified Party and the Indemnifying Parties shall endeavor to agree upon the amount, if any, to which the Indemnified Party is entitled under this Section 8.01. In the event that the Indemnifying Parties and the Indemnified Party are unable to reach agreement upon the right of the Indemnified Party to indemnification hereunder, or upon the amount of any such indemnification hereunder, either the Indemnified Party or the Indemnifying Parties may submit such dispute for resolution based on this Section 8.01 in accordance with Section 11.15 of this Agreement. The amount of such indemnification determined pursuant to this Subsection 8.01(E) (the "Indemnification Amount") shall be binding upon the Indemnified Party and the Indemnifying Parties.
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Determination of Indemnification Amount. Notwithstanding the foregoing provisions of this Article : 8.3.1. Except as otherwise set forth in Section , Sellers shall not be liable to Buyer (i) for any Loss under this Article or (ii) on account of any claim by Buyer for money damages from Sellers or either of them for a claim for which indemnification would otherwise be available to Buyer under Section (a "Law Claim"), unless and until the aggregate amount of their joint or several liability hereunder exceeds Canadian $50,000, and thereafter Buyer shall be entitled to indemnification for Loss hereunder and for money damages for Law Claims only for the aggregate amount of such liabilities in excess of Canadian $50,000.00 (the "Indemnification Amount"). For greater certainty, the limitation of this Section does not apply to any legal proceeding seeking money damages for any matter other than a Loss or a Law Claim, or seeking injunctive relief, specific performance or any remedy other than money damages, whether at law or in equity. 8.3.2. The Indemnification Amount for a breach of Sellers' covenant of indemnification set forth in Section and shall be the amount of their liability thereunder, without exclusion of the amount set forth in Section . The Indemnification Amount for any liability under the Array Contracts other than the Assumed Liabilities and for any liability that gives rise to a security interest, charge, encumbrance, or lien on the Array Assets shall be the amount of such liability, without exclusion of the amount set forth in Section . 8.3.3. Sellers shall not be liable to Buyer under this Article for any Indemnification Amounts and Law Claims in the aggregate in excess of whichever of the following limitations is applicable: 8.3.3.1. For a Indemnification Amount based on a breach of the representations, warranties and covenants of Sellers, or either of them, set forth in Sections (relating to GST allocation), (Authority Relative to this Agreement), (Litigation), (Title to Properties), (Intellectual Property), (Patents and Copyrights), (Sufficiency of Array Assets), (Product Warranty Claims), (Full Disclosure), (Covenant Not to Compete) and (Confidentiality), the maximum amount thereof shall be an amount equal to the Purchase Price; and 8.3.3.2. For an Indemnification Amount based on a breach of any representation, warranty or covenant of Sellers, or either of them, set forth in this Agreement other than those listed in Section , the maximum amount thereof shall be Canadian $500,000.00....
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Determination of Indemnification Amount. As soon as is reasonably practicable after the Date of the Notice of Claim, the Indemnified Party and the Indemnifying Parties shall endeavor to agree upon the amount, if any, to which the Indemnified Party is entitled under this Section 11.
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Determination of Indemnification Amount. (a) In no event shall Purchaser be entitled to recover or make a claim for any amounts in respect of consequential, special, incidental, opportunity cost or indirect damages or punitive damages, except, in each case, to the extent any such damages (i) are actually paid or payable to third-parties, or (ii) other than in the case of punitive damages, are a natural, probable and reasonably foreseeable result of a breach of this Agreement (or inaccuracy or untruth of representation or warranty) by the Company.
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Determination of Indemnification Amount. 46 ARTICLE XIII LICENSE AGREEMENTS
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Determination of Indemnification Amount 
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Related to Determination of Indemnification Amount

  • Termination of Indemnification The obligations to indemnify and hold harmless any party, (i) pursuant to Section 8.01(a)(i) or 8.02(i), shall terminate when the applicable representation or warranty terminates pursuant to Section 8.06 and (ii) pursuant to the other clauses of Sections 8.01 and 8.02 shall survive the Closing indefinitely; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) pursuant to Section 8.05 to the party to be providing the indemnification.

  • Characterization of Indemnification Payments Except as otherwise required by Law, all payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 hereof shall be treated as adjustments to the Purchase Price for Tax purposes.

  • Limitation of Indemnification Notwithstanding any other terms of this Agreement, nothing herein shall indemnify the Indemnitee against, or exempt the Indemnitee from, any liability in respect of the Indemnitee’s fraud or dishonesty.

  • Indemnification of Indemnitees From and after Bank Closing and subject to the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys' fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank that are not assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution for which indemnification is provided hereunder in (a) of this Section 12.1, subject to certain exclusions as provided in (b) of this Section 12.1: (1) claims based on the rights of any shareholder or former shareholder as such of

  • Indemnification of Indemnitee Subject to the limitations set forth herein and particularly in Section 6 hereof, the Corporation shall indemnify Indemnitee as follows: (a) The Corporation shall, with respect to any Proceeding (as hereinafter defined), indemnify Indemnitee to the fullest extent permitted by applicable law or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than the law permitted the Corporation to provide before such amendment). The right to indemnification conferred herein shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a), the rights of indemnification of Indemnitee shall include but shall not be limited to those rights hereinafter set forth. (b) The Corporation shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Corporation) by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses (as hereinafter defined) or Liabilities (as hereinafter defined), actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. (c) The Corporation shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses and, to the fullest extent permitted by law, Liabilities if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

  • Exclusion of Indemnification Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of the Agent’s Disqualifying Conduct. In respect of any claim, issue or matter as to which that Person shall have been adjudged to be liable in the performance of that Person’s duty to the Trust or the Shareholders, indemnification shall be made only to the extent that the court in which that action was brought shall determine, upon application or otherwise, that in view of all the circumstances of the case, that Person was not liable by reason of that Person’s Disqualifying Conduct.

  • Continuation of Indemnification All agreements and obligations of the Company contained herein shall continue during the period that the Indemnitee is a director or officer of the Company (or is or was serving at the request of the Company as an agent of another enterprise, foreign or domestic) and shall continue thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was a director or officer of the Company or serving in any other capacity referred to in this Paragraph 10.

  • Procedure for Payment of Indemnifiable Amounts Indemnitee shall submit to the Company a written request specifying the Indemnifiable Amounts for which Indemnitee seeks payment under Section 3 of this Agreement and the basis for the claim. The Company shall pay such Indemnifiable Amounts to Indemnitee within twenty (20) calendar days of receipt of the request. At the request of the Company, Indemnitee shall furnish such documentation and information as are reasonably available to Indemnitee and necessary to establish that Indemnitee is entitled to indemnification hereunder.

  • Treatment of Indemnification Payments All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Adjusted Purchase Price.

  • Tax Treatment of Indemnification Payments All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

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