Treatment of Indemnity Benefits Sample Clauses

Treatment of Indemnity Benefits. All payments made by Seller or Buyer, as the case may be, to or for the benefit of the other pursuant to any indemnification obligations under this Agreement shall be treated as adjustments to the Purchase Price for Tax purposes and such agreed treatment shall govern for purposes of this Agreement.
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Treatment of Indemnity Benefits. All payments made pursuant to this Article IX shall, to the extent permitted by applicable Law, be treated as adjustments to the Purchase Price for Tax purposes.
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Treatment of Indemnity Benefits. 36 8.7 Exclusive Remedy..........................................36 8.8 Remediation Projects......................................37 ARTICLE IX. TERMINATION............................................37 9.1 Termination...............................................37
Sample 1
Treatment of Indemnity Benefits. All payments made pursuant to any indemnification obligations under this Agreement (including through disbursement of all or a portion of the Escrow Fund) shall be treated as adjustments to the consideration payable hereunder for Tax purposes unless otherwise required by applicable law and such agreed treatment shall govern for purposes of this Agreement.
Sample 1
Treatment of Indemnity Benefits. Each payment made by Sellers and/or MyTravel Canada to or for the benefit of Purchaser pursuant to any indemnification obligations under this Agreement shall be made, at Sellers' election, either (i) in cash or (ii) by decreasing the amount outstanding at such time under the Purchase Price Note by the amount of such payment; provided, however, that notwithstanding the foregoing, all such payments with respect to indemnification pursuant to Sections 7.1(a)(iii), 7.1(a)(iv) and 7.1(a)(v) and indemnification for breaches of Sections 4.2, 4.4, 4.10, 4.13 and 4.18 shall be made in cash. Each payment made by Purchaser to or for the benefit of Sellers pursuant to any indemnification obligations under this Agreement shall be made by increasing the amount outstanding at such time under the Purchase Price Note by the amount of such payment. All payments made by Sellers, MyTravel Canada or Purchaser, as the case may be, to or for the benefit of the other pursuant to any indemnification obligations under this Agreement shall be treated as adjustments to the Purchase Price for Tax purposes, unless otherwise required by applicable Law. Exclusive Remedy. The parties hereto acknowledge and agree that, except (i) with regard to fraud or intentional misrepresentation and (ii) the remedies of specific performance or injunctive or other equitable relief, the sole and exclusive remedy of the Indemnified Parties, from and after the Closing with respect to Damages and any and all claims for any breach or liability under this Agreement, the Ancillary Documents or any other agreement, instrument or certificate executed or entered into in connection herewith or otherwise relating to the subject matter of this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby shall be solely in accordance with, and limited by, the indemnification provisions set forth in this Article VII. In furtherance of the foregoing, the parties hereto hereby waive on their own behalf and on behalf of each other applicable Indemnified Party, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action it or they may have against the other parties hereto, arising under or based upon any Law. Survival. The representations, warranties, covenants and agreements made by any party and contained in or made pursuant to this Agreement or any Ancillary Document shall survive the Closing and expire on the date which is eighteen (18) months after th...
Sample 1
Treatment of Indemnity Benefits. All payments made by the CCA Stockholders or Buyers, as the case may be, to or for the benefit of the other pursuant to any indemnification obligations under this Agreement shall be treated as adjustments to the Purchase Price for Tax purposes and such agreed treatment shall govern for purposes of this Agreement.
Sample 1
Treatment of Indemnity Benefits. All payments made by Netzee or Certegy, as the case may be, to or for the benefit of the other party pursuant to any indemnification obligations under this Agreement shall be treated as adjustments to the Purchase Price for Tax purposes and such agreed treatment shall govern for purposes of this Agreement.
Sample 1
Treatment of Indemnity Benefits. All payments made by Schurz or Sellers or Buyer, as the case may be, to or for the benefit of the other pursuant to any indemnification obligations under this Agreement shall be treated, unless otherwise required by law, as adjustments to the Purchase Price for Tax purposes and such agreed treatment shall govern for purposes of this Agreement.
Sample 1
Treatment of Indemnity Benefits. All payments made by a Chex Entity or Game Financial, as the case may be, to or for the benefit of the other party pursuant to any indemnification obligations under this Agreement shall be treated as adjustments to the Purchase Price for Tax purposes, and such agreed treatment shall govern for purposes of this Agreement.
Sample 1

Related to Treatment of Indemnity Benefits

  • Treatment of Indemnity Payments Any payments made to an Indemnified Party pursuant to this Article VII or pursuant to the Escrow Agreement shall be treated as an adjustment to the Purchase Price for tax purposes.

  • Treatment of Indemnification Payments All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Adjusted Purchase Price.

  • Tax Treatment of Indemnification Payments All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

  • Tax Treatment of Indemnity Payments Seller and Buyer agree to treat any indemnity payment made pursuant to this Article X as an adjustment to the Purchase Price for Tax purposes.

  • Payment of Indemnification If, in regard to any Losses: (i) Indemnitee shall be entitled to indemnification pursuant to Section 8(a); (ii) no Standard Conduct Determination is legally required as a condition to indemnification of Indemnitee hereunder; or (iii) Indemnitee has been determined or deemed pursuant to Section 8(b) or Section 8(c) to have satisfied the Standard of Conduct Determination, then the Company shall pay to Indemnitee, within thirty days after the later of (A) the Notification Date or (B) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.

  • Characterization of Indemnification Payments Except as otherwise required by Law, all payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 hereof shall be treated as adjustments to the Purchase Price for Tax purposes.

  • NOTICE OF INDEMNIFICATION CLAIMS If the Town seeks indemnification pursuant to this Article 13.2, it shall notify Competitive Supplier of the existence of a claim, or potential claim as soon as practicable after learning of such claim, or potential claim, describing with reasonable particularity the circumstances giving rise to such claim. Upon written acknowledgment by the Competitive Supplier that it will assume the defense and indemnification of such claim, the Competitive Supplier may assert any defenses which are or would otherwise be available to the Town.

  • Indemnity of Indemnitee The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

  • Termination of Indemnification The obligations to indemnify and hold harmless a party hereto pursuant to Sections 8.1, 8.2 (other than 8.2(c)), 8.3 and 8.4 shall terminate upon the termination of the relevant representation, warranty or pre-closing agreement pursuant to Section 3.6; provided, however, that such obligation to indemnify and hold harmless shall not terminate with respect to any item as to which the Person to be indemnified shall have, before the expiration of the applicable period, previously made a claim by delivering a written notice (stating in reasonable detail the basis of such claim) to the indemnifying party.

  • Primacy of Indemnification The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.