Indemnification Amount. Any amount owing to an Indemnified Party for Losses under this Article XII shall be determined net of any insurance or other recovery by an Indemnified Party with respect to such Losses (net of all reasonable expenses incurred by the Indemnified Party in recovering such proceeds).
Indemnification Amount. In the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under Section 20.1, the amount owing to the indemnified Party shall be the amount of such Party's actual out-of- pocket loss and expenses net of any net insurance or other actual recovery but shall not include any special, incidental, consequential or punitive damages.
Indemnification Amount. In case a Loss is incurred by Congonhas Minérios or any of its Subsidiaries and the indemnification is paid to the party that is indemnifiable under this Agreement, the amount to be indemnified to the party receiving indemnification under this agreement shall be equal to the amount of the Loss multiplied by the percentage of the capital stock of Congonhas Minérios held by the respective party or held indirectly in a Subsidiary, as applicable, in each case, immediately after giving effect to the transactions contemplated herein, except if the indemnification is paid to the company itself, in which case the amount shall be equal to 100% of such Loss; (b) in case a Loss is incurred directly by a party, then the amount to be indemnified under this Agreement shall be equal to 100% of the amount of the Loss incurred by such party.
8.5.1 The amount of any Loss to be indemnified pursuant to this ARTICLE VIII shall be net of any actual Tax benefit arising from the use of such Loss as a deductible expense, provided that there is taxable income in the same fiscal year of the incurred Loss against which such Tax benefit can be used. The amount of the Loss to be indemnified in cash shall also be increased to an amount which, after subtracting the applicable Taxes, leaves an amount equal to the indemnity payment that would have been due without any Taxes that, pursuant to applicable Law, arise from or in connection with the remittance and receipt of any indemnity payment under this Agreement by the Indemnified Party, considering the applicable rates.
Indemnification Amount. On the Closing Date, Purchaser shall deliver to the Indemnity Account (as defined in Section 10.3(c)) $1,000,000 (the "Indemnification Amount"), plus if the Closing occurs after June 19, 1998, an "Indemnification Amount Interest Adjustment" computed in the same manner as provided for the Base Cash Price Interest Adjustment.
Indemnification Amount. In the event that Buyer has suffered Losses under Section 7.1, the Company shall issue to Buyer a number of additional shares of Common Stock equal to (A) the amount of Losses suffered by Buyer in excess of $75,000, (B) divided by $.4656.
Indemnification Amount. (a) No Indemnitor (as defined below) shall have liability under Section 8.2(a)(i), (b)(i) or (c)(i), as the case may be, until the aggregate amount of Damages theretofore incurred by the Indemnitee (as defined below), as the case may be, exceeds $2.5 million (the "Deductible"), in which case the Indemnitee shall be entitled to Damages in an aggregate amount up to (i) in the case of the Company, the New Shares Purchase Price, (ii) in the case of each Selling Stockholder, the amount of the Existing Shares Purchase Price received by or for the benefit of such Selling Stockholder and (iii) in the case of each Purchaser, an amount equal to the product of (x) $1.0 million and (y) the quotient obtained by dividing the number of Shares purchased by such Purchaser by the total number of Shares purchased by all of the Purchasers; provided, however, that the Indemnitor shall be liable only for the amount by which all Damages exceed the Deductible; provided, further, that no individual claim for payment of Damages may be made under Section 8.2(a)(i), (b)(i) or (c)(i) unless such claim (or the aggregate amount of related claims) is in an amount of $50,000 or greater.
(b) The limitations on the indemnification obligations set forth in this Section 8.3 shall not apply to any covenants or agreements of the parties in this Agreement. In addition, notwithstanding the provisions of paragraph (a) above, the limitations on the indemnification obligations of the parties set forth therein shall not apply to breaches of the representations and warranties made in Sections 3.3 and 4.3(c) and the last sentence of 4.3(a).
(c) Notwithstanding anything to the contrary set forth herein, no limitation on the indemnification obligations set forth in this Section 8.3 shall apply to any breach of a representation or warranty made as of the date hereof if such representation or warranty was made with knowledge by the party making such representation or warranty that it (i) contained an untrue statement of a material fact or (ii) omitted to state a material fact necessary to make the statements contained therein not misleading. Solely for purposes of calculating the amount of Damages incurred arising out of or relating to any breach or representation or warranty (and not for purposes of determining whether or not a breach has occurred), the references to "Material Adverse Effect" or other materiality qualifications (or correlative terms), including as expressed in accounting concepts, shall b...
Indemnification Amount. Claims for Damages pursuant to Section 12.2(a) shall be paid out of the Indemnification Escrow Amount pursuant to the terms of the Escrow Agreement. All amounts paid with respect to Indemnification Claims under this Agreement shall be treated by the parties hereto for all Tax purposes as adjustments to the Merger Consideration.
Indemnification Amount. Kirkland and Knightsbridge shall have liability for indemnification xxxx xxxpect to any Loss based upon Section 10 hereof from the first dollar of Loss. Anything to the contrary notwithstanding, except with respect to any claims for indemnification based upon fraud, Kirkland and Knightsbridge shall have no liability for indemnificatixx xx xxe extent that the aggregate amount of all Losses with respect to such matters exceeds an amount equal to one million dollars ($1,000,000) (the "Indemnification Limit").
Indemnification Amount. In Sections 10.1 and 10.2 of the Original Merger Agreement, the term “One Million Five Hundred Thousand Dollars ($1,500,000)” shall be deleted and replaced by “One Million Four Hundred Forty Six Thousand Five Hundred Sixty Five Dollars ($1,446,565).”
Indemnification Amount. If the Purchaser disagrees with the Sellers’ calculation of the Section 338(h)(10) Tax Liability or the Section 338(h)(10) Indemnification Amount and the parties cannot resolve any disputed item within 30 days after the Sellers deliver the Section 338(h)(10) Tax Schedule, the item(s) in question shall be resolved by an independent accounting firm mutually acceptable to the Sellers and the Purchaser. The Purchaser shall pay the Sellers the amount of the Section 338(h)(10) Indemnification Amount (if any) no later than five (5) days prior to the due date for the filing of the United States federal income Tax Returns of the Sellers for the taxable year that includes the Closing Date (after giving effect to automatic extensions, but only if exercised by Sellers); provided, that if the independent accounting firm renders its decision after such date, the Purchaser shall not be required to pay the Section 338(h)(10) Indemnification Amount until three days after such firm renders its decision.
