Common use of Provisions Regarding Indemnity Clause in Contracts

Provisions Regarding Indemnity. (a) The amounts for which the Controlling Shareholders shall be liable under Sections 10.1 and 10.2 of this Agreement shall be net of any tax benefit realized or to be realized by the Indemnified Purchaser Party as a result of the facts and circumstances giving rise to the liability of the Controlling Shareholders, and shall also be net of any insurance proceeds received by the Indemnified Purchaser Party (retroactively, if necessary) in connection with the facts giving rise to the right of indemnification, and with respect to liability for any environmental costs. The Indemnified Purchaser Party shall be obligated in connection with any claim for indemnification under this Article 11 to use all commercially reasonable efforts to obtain any insurance proceeds available to such Indemnified Purchaser Party with regard to the applicable claim. (b) Notwithstanding the decision of any party to complete the Closing, each party shall be entitled to rely upon the representations and warranties set forth herein. Notwithstanding the foregoing, each party shall be entitled to assert any right of indemnification under Section 10.1 after the termination of this Agreement pursuant to Section 11.1 with respect to any dispute, claim, proceeding or action pending prior to such termination for which indemnification is available under Section 10.1 and such party shall be able to continue to have the right to be indemnified with respect thereto after such termination date. All claims for indemnification by an Indemnified Sellers Party under this Agreement shall be asserted and resolved under the procedures set forth above substituting in the appropriate place "Indemnified Sellers Party" for "Indemnified Purchaser Party" and variations thereof and "Purchaser" for "Controlling Shareholders."

Provisions Regarding Indemnity. (a) The amounts indemnified party (or parties) shall promptly notify the indemnifying party (or parties) of any third-party claim, demand, action or proceeding for which the Controlling Shareholders shall indemnification will or may be liable sought under Sections 10.1 and 10.2 9.2 or 9.3 (a “Third Party Claim”), but in no event later than ten (10) business days after receiving notice of this Agreement shall be net such Third Party Claim; provided, however, that the failure to so notify the indemnifying party will not relieve the indemnifying party from liability hereunder in respect of any tax benefit realized or such claim except to be realized by the Indemnified Purchaser Party extent the indemnifying party is prejudiced as a result of such failure, including where failure results in losses to the indemnifying party or the forfeiture of substantive rights or defenses that would otherwise be available in the defense of such claim. Such notice shall specify facts and circumstances reasonably known to the indemnified party (or parties) giving rise to such indemnity rights. The indemnifying party will have the liability right, at its expense, to assume the defense thereof using counsel reasonably acceptable to the indemnified party. If the indemnifying party elects not to assume the defense or fails to notify the indemnified party within ten (10) business days after delivery of the Controlling Shareholdersindemnified party’s notice of such Third Party Claim, and shall also be net of any insurance proceeds received by that it will assume the Indemnified Purchaser Party (retroactivelydefense, if necessary) in connection with then the facts giving rise indemnified party may employ counsel reasonably satisfactory to the right indemnifying party to represent or defend it against any such Third Party Claim and the indemnifying party will pay the reasonable fees and disbursements of indemnificationsuch counsel; provided, and with respect to liability for any environmental costs. The Indemnified Purchaser Party however, that the indemnifying party shall be obligated not, in connection with any claim legal proceeding or any separate but substantially similar legal proceedings arising out of the same general allegations, be liable for indemnification under this Article 11 to use the fees and expenses of more than one separate firm of attorneys at any time for all commercially reasonable efforts to obtain any insurance proceeds available to such Indemnified Purchaser Party with regard indemnified persons, except to the applicable claimextent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such legal proceeding. (b) Notwithstanding If the decision indemnifying party does assume the defense of any party to complete such Third Party Claim, the Closing, each indemnifying party shall be entitled to rely upon have no obligation in respect of the representations and warranties set forth herein. Notwithstanding indemnified party’s expenses; provided, that the foregoing, each indemnified party shall be entitled to assert any right of indemnification under Section 10.1 after the termination of this Agreement pursuant to Section 11.1 with respect to any dispute, claim, proceeding or action pending prior to such termination for which indemnification is available under Section 10.1 and such party shall be able to continue to have the right to be indemnified with respect thereto after participate in, at its own expense, but not control, the defense of any such termination date. All claims for indemnification by an Indemnified Sellers Party under this Agreement shall be asserted and resolved under the procedures set forth above substituting in the appropriate place "Indemnified Sellers Party" for "Indemnified Purchaser Party" and variations thereof and "Purchaser" for "Controlling Shareholders27."

Provisions Regarding Indemnity. (a) The amounts for which Except as set forth in the Controlling Shareholders shall be liable next following sentence, the rights to reimbursement from the Escrow Funds under Sections 10.1 this Article 9 and 10.2 of this the Escrow Agreement shall be net of any tax benefit realized or to be realized by the Indemnified Purchaser Party as a result of the facts Chiquita's sole and circumstances giving rise to the liability of the Controlling Shareholders, and shall also be net of any insurance proceeds received by the Indemnified Purchaser Party (retroactively, if necessary) in connection with the facts giving rise to the right of indemnification, and exclusive remedy with respect to liability any Losses that Xxxxxxxx may suffer, sustain or become subject to pursuant to the terms of this Article 9, and Xxxxxxxx agrees that it shall not, and hereby waives all rights to, institute or maintain any suit, proceeding or action against the Shareholders or Shareholders Representatives or utilize or exercise any other legal or equitable remedy for the purpose of recovering damages or other relief with respect to any environmental costssuch Losses (including, without limitation, an action seeking to recover any portion of the purchase price previously paid to the Company's stockholders). The Indemnified Purchaser Party provisions of the preceding sentence shall be obligated not apply, or restrict Chiquita's rights and remedies against any Shareholder or Shareholders with respect to (a) any breach or inaccuracy of any Shareholder's respective representations, warranties, agreements (including the agreement to return such Shareholder's proportionate share of any amount due to Xxxxxxxx under Section 2.4(a)(ii)) or certifications set forth in connection with any claim (i) a Shareholder Agreement, (ii) a Shareholders Certification, (iii) a letter of transmittal for indemnification under this Article 11 to use all commercially reasonable efforts to obtain any insurance proceeds available to Certificates, or (iv) a Principal Shareholders Agreement executed and 61 delivered by such Indemnified Purchaser Party with regard to the applicable claim. Shareholder or (b) Notwithstanding the decision any intentional and fraudulent breach or inaccuracy of any party to complete the Closing, each party shall be entitled to rely upon of the representations and warranties set forth hereinmade by the Companies in or pursuant to this Agreement. Notwithstanding anything to the foregoingcontrary in this Article 9, each party Xxxxxxxx shall be entitled to assert any right of indemnification under Section 10.1 after the termination of this Agreement pursuant to Section 11.1 with respect to any dispute, claim, proceeding or action pending prior to such termination for which indemnification is available under Section 10.1 and such party shall be able to continue to not have the right to be indemnified with respect thereto after recover Losses directly from the Shareholders pursuant to the immediately preceding sentence to the extent Xxxxxxxx has recovered such termination date. All claims for indemnification by an Indemnified Sellers Party under this Agreement Losses from the Escrow Funds, and Xxxxxxxx shall be asserted and resolved under not have the procedures set forth above substituting in right to recover Losses from the appropriate place "Indemnified Sellers Party" for "Indemnified Purchaser Party" and variations thereof and "Purchaser" for "Controlling ShareholdersEscrow funds to the extent Xxxxxxxx has recovered such Losses directly from the Shareholders pursuant to the immediately preceding sentence."