Excess Indemnity Sample Clauses
Excess Indemnity. If cover is provided through the ARP jointly with other Qualifying Insurers on an excess of loss basis, and the ARP is writing one of the excess layers, the terms of the ARP Policy shall be as set out in Part 1 of Schedule 2, but subject to the following terms: 1 Clause 3 shall not apply in relation to the excess layer.
Excess Indemnity. (a) In addition to those rights of indemnity set forth in Section 7.2, above, Indemnitees shall be indemnified and held harmless by Indemnitors, to the extent of each Indemnitor's pro rata portion of the Excess Escrow Amount (as defined below), with respect to the matters described and to the extent provided in Section 3 of the Escrow Agreement ("Excess Indemnification Claims"). For purposes of this Section, Losses shall include, in addition to those items set forth in Section 7.2(a), above, costs of whatever nature arising from any contractual or statutory duty of indemnity that Indemnitees may owe to the Company's or Parent's customers.
(b) For purposes of this Section 7.3, the "Excess Escrow Amount: shall be equal to (i) through the last day of the Survival Period, the Escrow Amount (less any amount by which the Escrow Amount has been reduced as a result of the satisfaction of any Survival Period Indemnification Claim or Excess Indemnification Claim and (ii) from immediately after the end of the Survival Period through 5:00 p.m., California time, on the second (2nd) anniversary of the date on which the Effective Time occurs, the number of shares of Parent Common Stock having a fair market value at the end of the Survival Period equal to One Million Dollars ($1,000,000).
(c) Subject to the terms of the Escrow Agreement, the rights of indemnity set forth in Section 7.3 shall remain in full force and effect for a period of up to two (2) years from the Effective Date.
(d) Any claims for indemnification under this Section 7.3 must be set forth in writing, contain a reasonably detailed description of the nature of and the events or circumstances underlying the claim for indemnification hereunder and be received by the Securityholder Agent not later than 5:00 pm, California time, on the second (2nd) anniversary of the Effective Time.
Excess Indemnity. To the fullest extent permitted by Law, for claims in excess of the specific limits of insurance set forth in Section 9.1, Contractor shall defend, indemnify and hold harmless the Indemnitees from and against any Losses, including Losses relating to personal injuries, death, damage to property, damage to the environment, or infringement of any intellectual property right to the extent caused by the negligence or willful misconduct of Contractor, any Subcontractor or their agents, employees or any other person for whom, directly or indirectly, any one of them may be liable and in any way, occurring, incident to, arising out of, or in connection with (a) the Work or (b) Contractor’s breach of any of its obligations under the Contract Documents.