Common use of Indemnity Amounts Clause in Contracts

Indemnity Amounts. If the Buyer shall incur any Losses (whether pursuant to a Third Party Claim or otherwise) or determine that it is likely to incur any Losses and shall consider that it is entitled to be indemnified against such Losses, the Buyer shall deliver a certificate signed by an officer thereof (an "Officer's Certificate"), to the Seller which Officer's Certificate shall (i) state that the Buyer has incurred Losses, or anticipates that it will incur Losses for which the Buyer is entitled to indemnification pursuant to Section 12.1 and (ii) specify in reasonable detail each individual Loss included in the amount so stated, the date such Loss was incurred, the basis for any anticipated Loss and the nature of the misrepresentation or breach of warranty or agreement to which each such Loss is related and the computation of the amount to which the Buyer claims to be entitled hereunder. In the event that the Seller shall object to the indemnification of the Buyer in respect of any Loss specified in an Officer's Certificate, the Seller shall, within 30 days of receiving such Officer's Certificate, deliver to the Buyer a written notice to such effect and the Seller and the Buyer shall, within the 30-day period beginning on the date of receipt by the Buyer of such written objection, attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims to which the Seller shall have so objected. If the Buyer and the Seller shall succeed in reaching agreement on their respective rights with respect to any of such claims, the Buyer and the Seller shall promptly prepare and sign a memorandum setting forth such agreement. If no agreement is reached, the Buyer may commence a cause of action in any court having competent jurisdiction with respect to the Indemnity Escrow Account. The amounts set forth in (A) claims specified in any Officer's Certificate to which the Seller shall not object in writing within 30 days after its receipt of such Officer's Certificate, (B) claims covered by a memorandum of agreement of the nature described in this Section 12.8 and (C) claims the validity and amount of which shall have been determined by a final judgment are hereinafter referred to, collectively, as the "Indemnity Amounts."

Indemnity Amounts. If Without prejudice to or duplication of the Buyer shall incur any Losses provisions of Clause 8.1 (whether pursuant to a Third Party Claim or otherwise) or determine that it is likely to incur any Losses and shall consider that it is entitled to be indemnified against such Losses, the Buyer shall deliver a certificate signed by an officer thereof (an "Officer's Certificate"Additional Amounts), if the Lender notifies the Borrower that: (a) the Lender is obliged to make any deduction or withholding for or on account of any Taxes (other than Taxes assessed on the Seller which Officer's Certificate shall (iLender by reference to its net income) state that the Buyer has incurred Losses, or anticipates that it will incur Losses for from any payment which the Buyer is entitled to indemnification pursuant to Section 12.1 and Lender (ii) specify in reasonable detail each individual Loss included in the amount so stated, the date such Loss was incurred, the basis for any anticipated Loss and the nature as issuer of the misrepresentation Funding Instruments) is obliged to make under or breach of warranty or agreement to which each such Loss is related and the computation of the amount to which the Buyer claims to be entitled hereunder. In the event that the Seller shall object to the indemnification of the Buyer in respect of the Funding Instruments or any Loss specified Funding Documents and the Lender (as issuer of the Funding Instruments) is required under the terms and conditions of the Funding Instruments or such Funding Documents to pay additional amounts to the holders of the Funding Instruments in an Officer's Certificateconnection therewith, the Seller shall, Borrower shall pay to the Lender within 30 days of receiving such Officer's Certificate, deliver notice (and otherwise in accordance with the terms of this Agreement) such additional amounts as are equal to the Buyer additional payments which the Lender (as issuer of the Funding Instruments) would be required to make under the terms and conditions of the Funding Instruments or such Funding Documents, assuming in each case that an equivalent amount had been received from the Borrower, in order that the net amount received by each holder of Funding Instruments or other party to the relevant Funding Documents is equal to the amount which such holder or party would have received had no such withholding or deduction been required to be made; and/or (b) it is liable to pay any Taxes imposed by a Taxing Authority (other than Taxes assessed on the Lender by reference to its overall net income) in relation to this Agreement, the Funding Instruments or any Funding Documents, the Borrower shall, as soon as reasonably practicable following, and in any event within 30 calendar days of, a written notice demand made by the Lender, indemnify the Lender in relation to such effect and the Seller and the Buyer shall, within the 30-day period beginning on the date of receipt properly documented payment or liability. Any payments required to be made by the Buyer Borrower under this Clause 8.3 (Indemnity Amounts) are collectively referred to as “Indemnity Amounts”. For the avoidance of such written objectiondoubt, attempt in good faith to agree upon the rights provisions of the respective parties with respect to each of such claims to which the Seller this Clause 8.3 (Indemnity Amounts) shall have so objected. If the Buyer and the Seller shall succeed in reaching agreement on their respective rights with respect not apply to any withholding or deductions of such claims, the Buyer and the Seller shall promptly prepare and sign a memorandum setting forth such agreement. If no agreement is reached, the Buyer may commence a cause of action in any court having competent jurisdiction Taxes with respect to the Indemnity Escrow Account. The amounts set forth in Loan which are subject to payment of Additional Amounts under Clause 8.1 (A) claims specified in any Officer's Certificate to which the Seller shall not object in writing within 30 days after its receipt of such Officer's Certificate, (B) claims covered by a memorandum of agreement of the nature described in this Section 12.8 and (C) claims the validity and amount of which shall have been determined by a final judgment are hereinafter referred to, collectively, as the "Indemnity Additional Amounts)."