Common use of General Indemnification Provisions Clause in Contracts

General Indemnification Provisions. (a) The amount of any Losses suffered or incurred by any Indemnitee shall be reduced by the amount of any insurance proceeds or other cash receipts paid to the Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), including any indemnification received by the Indemnitee or such Affiliate from an unrelated party with respect to such Losses, net of the costs of collection and any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment. (b) No investigation by the Purchasers or Knowledge of the Purchasers of a breach of a representation or warranty of the Company shall affect the representations and warranties of the Company or the recourse available to the Purchasers under any provision of this Agreement (including ARTICLE X) with respect thereto. (c) Notwithstanding anything in this Agreement to the contrary, for purposes of application of the indemnification provisions of this ARTICLE X, the amount of any Loss arising from the breach of any representation, warranty, covenant, obligation or agreement contained in this Agreement shall be the entire amount of any Loss actually incurred by the respective Indemnitee as a result of such breach and not just that portion of the Loss that exceeds the relevant level of materiality, if any. (d) Except to the extent otherwise provided in Section 10.7 below, any indemnification obligation of an Indemnitor under this ARTICLE X will be paid in cash within three (3) Business Days after the determination of such obligation in accordance with Section 10.4.

General Indemnification Provisions. (a) The amount of any Losses suffered or incurred by any Indemnitee shall be reduced by the amount of any insurance proceeds or other cash receipts paid to the Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses Losses, net of the cost of recovery, the payment of any deductible, and any increase in premiums (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), including any indemnification received by the Indemnitee or such Affiliate from an unrelated party with respect to such Losses, net of the costs of collection and any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment. (b) No investigation by the Purchasers or Knowledge of the Purchasers of a breach of a representation or warranty of the Company shall affect the representations and warranties of the Company or the recourse available to the Purchasers under any provision of this Agreement (including ARTICLE XIX) with respect thereto. (c) Notwithstanding anything in this Agreement to the contrary, for purposes of application of the indemnification provisions of this ARTICLE XIX, the amount of any Loss arising from the breach of any representation, warranty, covenant, obligation or agreement contained in this Agreement shall be the entire amount of any Loss actually incurred by the respective Indemnitee as a result of such breach and not just that portion of the Loss that exceeds the relevant level of materiality, if any. (d) Except to the extent otherwise provided in Section 10.7 below, any Any indemnification obligation of an Indemnitor under this ARTICLE X IX will be paid in cash within three (3) Business Days after the determination of such obligation in accordance with Section 10.49.4.

General Indemnification Provisions. (a) The amount of any Losses suffered or incurred by any Indemnitee shall be reduced by the amount of any insurance proceeds or other cash receipts paid to the Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), including any indemnification received by the Indemnitee or such Affiliate from an unrelated party with respect to such Losses, net of the costs of collection and any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment. (b) No investigation by the Purchasers Purchaser or Knowledge of the Purchasers Purchaser of a breach of a representation or warranty of the Company shall affect the representations and warranties of the Company or the recourse available to the Purchasers Purchaser under any provision of this Agreement (including ARTICLE X) with respect thereto. (c) Notwithstanding anything in this Agreement to the contrary, for purposes of application of the indemnification provisions of this ARTICLE X, the amount of any Loss arising from the breach of any representation, warranty, covenant, obligation or agreement contained in this Agreement shall be the entire amount of any Loss actually incurred by the respective Indemnitee as a result of such breach and not just that portion of the Loss that exceeds the relevant level of materiality, if any. (d) Except to the extent otherwise provided in Section 10.7 below, any indemnification obligation of an Indemnitor under this ARTICLE X will be paid in cash within three (3) Business Days after the determination of such obligation in accordance with Section 10.4.

General Indemnification Provisions. (a) The amount of any Losses suffered or incurred by any Indemnitee shall be reduced by the amount of any insurance proceeds or other cash receipts paid to the Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), including any indemnification received by the Indemnitee or such Affiliate from an unrelated party with respect to such Losses, net of the costs of collection and any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment. (b) No investigation by the Purchasers Purchaser or Knowledge of the Purchasers Purchaser of a breach of a representation or warranty of the Company shall affect the representations and warranties of the Company or the recourse available to the Purchasers Purchaser under any provision of this Agreement (including ARTICLE XArticle IX) with respect thereto. (c) Notwithstanding anything in this Agreement to the contrary, for purposes of application of the indemnification provisions of this ARTICLE XArticle IX, the amount of any Loss arising from the breach of any representation, warranty, covenant, obligation or agreement contained in this Agreement shall be the entire amount of any Loss actually incurred by the respective Indemnitee as a result of such breach and not just that portion of the Loss that exceeds the relevant level of materiality, if any. (d) Except to the extent otherwise provided in Section 10.7 below, any Any indemnification obligation of an Indemnitor under this ARTICLE X Article IX will be paid in cash within three (3) Business Days after the determination of such obligation in accordance with Section 10.49.4.

General Indemnification Provisions. For purposes of this Section 7.2 and Section 9.2, any event or circumstance which results in a Loss to the Company or any of its Subsidiaries (aa "Company Loss") shall also be deemed to result in a Loss (an "Indirect Loss") to the Purchaser. The amount of any Losses suffered or incurred by any Indemnitee Purchaser shall be reduced by deemed to have an Indirect Loss in the amount of any insurance proceeds Company Loss. Except as otherwise required by law or other cash receipts paid by a "determination" as defined in Section 1313 of the Code, all indemnification payments for the benefit of the Purchaser under this Section 7.2 or Section 9.2 or the Seller under Section 7.3 shall be deemed to be adjustments to the Indemnitee Purchase Price set forth in Section 2.1(b) above. In no event shall the Seller's obligations in respect of the indemnification provided for in this Section 7.2 (or otherwise), or any Affiliate thereof as a expense reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), including any indemnification received by the Indemnitee or such Affiliate from an unrelated party with respect to such Losses, net of the costs of collection and any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment. (b) No investigation by the Purchasers or Knowledge of the Purchasers of a breach of a representation or warranty obligation of the Company shall affect the representations and warranties provided for herein, be treated as subordinated indebtedness of the Company or as a restricted payment pursuant to any agreement to which the recourse available Company is a party or be otherwise restricted or deferred. If and to the Purchasers under extent any provision of this Agreement Section 7.2 or Section 9.2 is unenforceable for any reason (including ARTICLE X) with respect thereto. (c) Notwithstanding anything in this Agreement other than the end of any survival period), the Seller hereby agrees to make the maximum contribution to the contrary, for purposes of application of the indemnification provisions of this ARTICLE X, the amount payment and satisfaction of any Loss arising from the breach of any representation, warranty, covenant, obligation or agreement contained for which indemnification is provided for in this Agreement shall be Section 7.2 or Section 9.2 that is permissible under applicable Legal Requirements. If and to the entire amount extent any provision of Section 7.3 is unenforceable for any reason, the Purchaser hereby agrees to make the maximum contribution to the payment and satisfaction of any Loss actually incurred by the respective Indemnitee as a result of such breach and not just for which indemnification is provided for in this Section 7.2 that portion of the Loss that exceeds the relevant level of materiality, if anyis permissible under applicable Legal Requirements. (d) Except to the extent otherwise provided in Section 10.7 below, any indemnification obligation of an Indemnitor under this ARTICLE X will be paid in cash within three (3) Business Days after the determination of such obligation in accordance with Section 10.4.