Indemnification Principles. For purposes of this Article VIII, “Losses” shall mean each and all of the following items: claims, losses (including, without limitation, losses of earnings), liabilities, obligations, payments, damages (actual, punitive or consequential), charges, judgments, fines, penalties, amounts paid in settlement, costs and expenses (including, without limitation, interest which may be imposed in connection therewith, costs and expenses of investigation, actions, suits, proceedings, demands, assessments and reasonable fees, expenses and disbursements of counsel, consultants and other experts).
Indemnification Principles. For purposes of this Section 6, “Losses” shall mean each and all of the following items: claims, losses (including, without limitation, losses of earnings), liabilities, obligations, payments, damages (actual, punitive or consequential to the extent provided in this Section 6.2), charges, judgments, fines, penalties, amounts paid in settlement, costs and expenses (including, without limitation, interest which may be imposed in connection therewith, costs and expenses of investigation, actions, suits, proceedings, demands, assessments and reasonable fees, expenses and disbursements of counsel, consultants and other experts). Each Purchaser and the Company hereby agree that Losses shall not include punitive or consequential damages except to the extent that such Losses are the result of the gross negligence, willful misconduct or fraud of the party from whom the indemnification is being sought (the “Indemnifying Party”).
Indemnification Principles. For purposes of this Agreement, "
Indemnification Principles. For purposes of this Section 6.5, “Losses” shall mean each and all of the following items: claims, losses, liabilities, obligations, payments, damages, charges, judgments, fines, penalties, amounts paid in settlement, costs and expenses (including, without limitation, interest which may be imposed in connection therewith, costs and expenses of investigation, actions, suits, proceedings, demands, assessments and reasonable fees, expenses and disbursements of counsel, consultants and other experts). Losses shall not include, and indemnification shall not be available under this Section 6.5 for, (i) lost profits, punitive, special, indirect, consequential, incidental, exemplary or other similar damages (collectively, “Special Damages”), other than Special Damages payable to Third Parties, or (ii) any Obligations which are otherwise subject to Sections 2.1(a), 2.1(b) and 2.4(b)(1). Notwithstanding any provision in this Agreement or any Related Agreement, no Party hereto or thereto shall seek or be entitled to receive any Special Damages from any other Party, or its Affiliates, in connection with such Agreements.
Indemnification Principles. 17 9.3. Claim Notice..................................17 SECTION 10. Remedies......................................18
Indemnification Principles. (a) Notwithstanding any other provision in this Agreement to the contrary, neither Seller nor Buyer shall be liable to, or indemnify, the Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, for any Losses: (i) that are punitive, special, consequential, incidental, exemplary or indirect damages, other than (x) any such damages claimed by a Party against another Party to this Agreement to the extent they were: (A) a natural, probable and reasonably foreseeable result of a breach by the breaching Party, (B) within the reasonable contemplation of the Parties, and (C) can be proven with reasonable certainty, and (y) to the extent actually paid to a non-Affiliated third party pursuant to a final and non-appealable judgment or arbitral decision issued by a court of competent jurisdiction, or (ii) with respect to any amount that was taken into account in the final determination of Acquired Companies Cash, Net Working Capital, Unpaid Transaction Expenses or Acquired Companies Indebtedness pursuant to Section 2.6.
(b) For purposes of this Article VII, (i) for determining the breach or inaccuracy of a representation or warranty set forth in Article III other than the Seller Fundamental Representations, Section 3.7 (Financial Information), Section 3.8 (Accounting Records; Internal Controls), Section 3.13(d) (Healthcare Regulatory Compliance), Section 3.17(b) (Sufficiency of Assets) and Section 3.21 (Material Contracts) (collectively, the “Specified Representations”), references to “materiality”, “Seller Material Adverse Effect” or similar materiality qualifications therein shall be disregarded, and (ii) for calculating the amount of Losses incurred out of or relating to any breach of, a representation, warranty, covenant or agreement set forth in this Agreement, references to “materiality”, “Seller Material Adverse Effect”, “Buyer Material Adverse Effect” or similar materiality qualifications therein shall be disregarded; provided, however, that in no event shall dollar thresholds referred to in this Agreement be disregarded pursuant to the foregoing clause (ii); and provided, further, with respect to the foregoing clauses (i) and (ii), in no event shall “Material Contract” be read to mean “Contract”.
(c) The Indemnified Parties shall act in good faith and in a commercially reasonable manner to mitigate any Losses upon and after becoming aware of any event which could reasonably be expected to give rise to Losses.
(d) No claim for indemnification s...
Indemnification Principles. For purposes of this Section 11, "Losses" shall mean each and all of the following items: claims, losses (including, without limitation, losses of earnings), liabilities, obligations, payments, damages (actual, punitive or consequential), charges, judgments, fines, penalties, amounts paid in settlement, costs and expenses (including, without limitation, interest which may be imposed in connection therewith), costs and expenses of investigation, actions, suits, proceedings, demands, assessments and fees, expenses and disbursements of counsel, consultants and other experts. For purposes of Section 11.1(a) the Corporation shall not be obligated to indemnify, defend or hold harmless any Investor Entity for any (i) punitive damages or (ii) damages arising out of such Investor Entity's lost use of such Investor Entity's share of the Purchase Price (as shown on Schedule 1.1 hereto) for an alternative investment, except in any case where such damages are the result of the willful misrepresentation, fraud or deceit of the
Indemnification Principles. For purposes of this Agreement, --------------------------- "Losses" shall mean each and all of the following items: claims, losses (excluding losses of earnings or similar consequential or indirect losses), liabilities, obligations, payments, damages (excluding indirect or similar damages), charges, judgments, fines, penalties, amounts paid in settlement, costs and expenses (including, without limitation, interest which may be imposed in connection therewith, reasonable costs and expenses of investigation, actions, suits, proceedings, demands, assessments and reasonable fees, expenses and disbursements of counsel, consultants and other experts); provided, however, that for purposes of calculating Losses pursuant to this Section 9, Losses of the Company shall be calculated net of any reduction to the Tax liability of the Company actually realized as a result of any such item giving rise to a Tax deduction to the Company. Any indemnification payment by SDC Prague to any Purchaser Indemnitee pursuant to this Section 9 shall include an additional amount so that the Purchaser Indemnitee does not, directly or indirectly, bear any portion of such payment made by SDC Prague with respect to such payment on account of the Purchaser Indemnitee's direct or indirect investment in the Company. To the extent permitted by Law, any payment by SDC Prague to Purchaser pursuant to this Section 9 shall be treated for all income Tax purposes as an adjustment to the price paid by the Purchaser for the TATRA Shares pursuant to this Agreement.
Indemnification Principles. For purposes of this Section 8.5, “Losses” shall mean each and all of the following items: claims, losses (other than lost profits), liabilities, obligations, payments, damages (other than punitive, special, indirect, consequential, incidental, exemplary or other similar damages), charges, judgments, fines, penalties, amounts paid in settlement, costs and expenses (including, without limitation, interest which may be imposed in connection therewith, costs and expenses of investigation, actions, suits, proceedings, demands, assessments and reasonable fees, expenses and disbursements of counsel, consultants and other experts).
Indemnification Principles. (a) The amount of any and all indemnification payments in respect of Losses under this Agreement shall be determined net of (i) any monies from a third party actually received by the Indemnified Party with respect to such Losses, and (ii) any proceeds actually received by an Indemnified Party under any insurance policies or pursuant to any claim, recovery, settlement or payment by or against any other collateral sources (such as contractual indemnities of any Person which are contained outside of this Agreement), in each case, net of costs or expenses incurred in connection with securing or obtaining such proceeds (including premium costs).
(b) To avoid double counting, the Indemnified Parties shall not be entitled to recover any Losses relating to any matter arising under one provision of this Agreement to the extent that such Indemnified Party had already recovered Losses with respect to such matter pursuant to any other provisions of this Agreement.
(c) No Indemnified Party shall be entitled to indemnification with respect to any Losses to the extent such Losses are accrued or otherwise reflected in the calculation of the Purchase Price in accordance with Section 1.5.
(d) The amount of any Loss subject to indemnification under Section 8.2 shall be calculated net of (i) any tax benefits realized by the Party being indemnified on account of such Loss with respect to the year in which the Loss occurs and the following year, as determined on a “with and without” basis, and (ii) any insurance proceeds to the extent actually received by Buyer with respect to the Loss. To the extent that any Buyer Indemnified Party receives any amount under insurance coverage with respect to a Loss for which a Buyer Indemnified Party has previously obtained payment in indemnification under this Article VIII, Buyer shall, as soon as reasonably practicable after receipt of such insurance proceeds, pay and reimburse Seller, for any such duplicative prior indemnification payment up to the amount of the insurance proceeds, but less (i) the cost and expense of pursuing such insurance recovery, (ii) the deductible associated therewith and (iii) the amount of all retro-premium obligations and reasonably anticipated premium increases resulting from such recovery. To the extent that any Buyer Indemnified Party receives any amounts from third parties with respect to a Loss for which a Buyer Indemnified Party has previously obtained payment in indemnification under this Article VIII, Buye...
