Determination of Indemnified Amounts. The Indemnified Amounts payable by an Indemnifying Party hereunder shall be determined (i) by the written agreement of the parties, (ii) by mediation, (iii) by binding arbitration pursuant to SECTION 11.6 hereof, (iv) by a final judgment or decree of any court of competent jurisdiction, or (v) by any other means agreed to in writing by the parties. A 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 have been fully determined. In calculating or determining the Indemnified Amounts, such calculation or determination shall take into account the actual receipt of any amounts from any third party and the reductions to such Indemnified Amounts in SECTION 10.7.
Determination of Indemnified Amounts. The Indemnified Amounts payable by an Indemnifying Party hereunder shall be determined (i) by the written agreement of the parties, (ii) by a final judgment or decree of any court of competent jurisdiction, or (iii) by any other means agreed to in writing by the parties. A 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 have been fully determined. The Indemnified Party shall have the burden of proving the Indemnified Amounts suffered by the Indemnified Party.
Determination of Indemnified Amounts. The Indemnified Amounts payable by an Indemnifying Party hereunder shall be determined (a) by the written agreement of the parties, (b) by mediation, (c) by a final judgment or decree of any court of competent jurisdiction, or (d) by any other means agreed to in writing by the Parties. A judgment or decree of a court shall be deemed final when the time for appeal, if any, has expired and no appeal shall have been taken or when all appeals taken have been fully determined.
Determination of Indemnified Amounts. The indemnification obligations of the parties under this Section 15 shall be subject to the following:
15.6.1 The amount of Losses required to be paid by the Indemnitor to indemnify the Indemnified Party pursuant to this Section 15 as a result of any Loss suffered by the Indemnified Party shall be reduced to the extent the amount of such Loss is actually offset by the receipt by the Indemnified Party of insurance proceeds pursuant to the terms of the insurance policies, if any, covering such Loss or by the receipt of any recovery by the Indemnified Party from a third party with respect to such Loss.
15.6.2 The amount of Losses required to be paid by the Indemnitor to indemnify the Indemnified Party pursuant to this Section 15 as a result of any Loss suffered by the Indemnified Party shall be reduced by the amount of any tax benefit actually realized by the Indemnified Party with respect to such Loss, to the extent such benefit actually offsets such Loss, provided that such reduced amount shall be increased by the amount of any taxes payable by such Indemnified Party as a result of the Indemnitor's payment of such Loss.
15.6.3 Amounts payable by the Indemnitor in respect of any Losses shall be payable by the Indemnitor and shall bear interest at the rate of ten and one-half percent (10.5%) per annum from the date the Loss for which indemnification is sought were incurred by the Indemnified Party until the date of payment of indemnification by the Indemnitor.
Determination of Indemnified Amounts. Section 10.5.
Determination of Indemnified Amounts. 16 ARTICLE XI MISCELLANEOUS..................................................16
Determination of Indemnified Amounts. Section 10.5. Limitation of Shareholders' Liability.......
Determination of Indemnified Amounts. The Indemnified Amounts payable by an Indemnifying Party hereunder shall be determined (i) by the written agreement of the parties, or (ii) by a final judgment or decree of any court of competent jurisdiction, or (iii) by any other means agreed to in writing by the parties. A 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 have been fully determined. In calculating or determining the Indemnified Amounts, such calculation or determination shall take into account the actual receipt by the Indemnified Party of any amounts from any insurance company or other third party.
Determination of Indemnified Amounts. (a) The Indemnified Amounts payable by an Indemnifying Party hereunder shall be determined (i) by the written agreement of the parties, (ii) by mediation, (iii) by binding arbitration pursuant to SECTION 11.6 hereof, (iv) by a final judgment or decree of any court of competent jurisdiction, or (v) by any other means agreed to in writing by the parties. A 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 have been fully determined.
(b) Notwithstanding the foregoing, the obligation of indemnity for any event described in Sections 10.1 and 10.2 (herein an "INDEMNITY EVENT") shall be reduced by any amounts recoverable by the Indemnified Party for such Indemnity Event (i) under policies of insurance maintained by it or its affiliates less all reasonable out-of-pocket costs or expenses incurred by the Indemnified Party (excluding overhead costs) in recovering such amount under any such insurance policy and/or (ii) from third parties contractually or otherwise responsible for all or part of the Indemnity Loss.
Determination of Indemnified Amounts. (a) The Indemnified Amounts payable by an Indemnifying Party hereunder shall be determined (i) by the written agreement of the parties, (ii) by mediation, (iii) by final court judgment or decree or (iv) by any other means agreed to in writing by the parties. A 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 have been fully determined.
(b) Notwithstanding the foregoing, in no event shall any party be responsible under this Article X to the other for special or consequential damages.
