Additional Indemnity Provisions. A. GRANTEE AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY INDEMNITY CLAIM. GRANTEE SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS’ FEES.
B. THE DEFENSE SHALL BE COORDINATED BY THE GRANTEE WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND GRANTEE MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE TEXAS ATTORNEY GENERAL.
C. GRANTEE SHALL REIMBURSE SYSTEM AGENCY AND THE STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES OR OTHER AMOUNTS, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES AND COURT COSTS, ARISING FROM ANY SUCH CLAIM. IF THE SYSTEM AGENCY DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF GRANTEE OR IF SYSTEM AGENCY IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, SYSTEM AGENCY WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND GRANTEE SHALL PAY ALL REASONABLE COSTS OF SYSTEM AGENCY’S COUNSEL.
Additional Indemnity Provisions. A. CONTRACTOR AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY INDEMNITY CLAIM. CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS’ FEES.
Additional Indemnity Provisions. X. XXXXXXX AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY INDEMNITY CLAIM. GRANTEE SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS’ FEES.
Additional Indemnity Provisions. The indemnification rights of the parties hereunder shall be subject to the following terms and conditions:
(a) Notwithstanding anything to the contrary contained herein, for the sole purpose of determining the amount of any Losses that are the subject matter of a claim for indemnification hereunder (but not for purposes of determining any breach of, or inaccuracy in, any representation or warranty for any purpose hereunder), each representation and warranty and other provision contained in this Agreement shall be read without regard and without giving effect to any materiality, Material Adverse Effect standard or qualification contained in such representation or warranty (as if such standard or qualification was deleted from such representation and warranty).
(b) Each Seller acknowledges that any Buyer Indemnified Person’s rights to indemnification for representations, warranties, covenants and obligations of such Seller contained in this Agreement and the Ancillary Agreements, and the rights and remedies that may be exercised by any such Buyer Indemnified Person, are part of the basis of the bargain contemplated by this Agreement, and Buyer’s rights to indemnification under this Agreement shall not be limited, waived or otherwise affected by virtue of (and Buyer shall be deemed to have relied on the express representations and warranties set forth in this Agreement notwithstanding) any knowledge on the part of Buyer or any of its Representatives, of any inaccuracy of any such representation or warranty of such Seller set forth in this Agreement or any Ancillary Agreement, regardless of whether such knowledge was obtained through Buyer’s own investigation or otherwise (including disclosure by such Seller, the Acquired Companies or any of their respective Representatives), and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement.
Additional Indemnity Provisions. The indemnification obligations of Xxxxxx and Buyer hereunder shall be subject to the following terms and conditions:
8.9.1 To the extent that an Indemnifying Party has discharged any claim for indemnification hereunder, the Indemnifying Party shall be subrogated to all rights of the Indemnified Party against any Person to the extent of the Losses that relate to such claim. Any Indemnified Party shall, upon written request by the Indemnifying Party following the discharge of such claim, execute an instrument reasonably necessary to evidence such subrogation rights.
8.9.2 In the event that any Indemnified Party to this Agreement proposes to make any claim for indemnification pursuant to this Article 8, the Indemnified Party making the claim shall promptly deliver on or prior to the date upon which the applicable representations and warranties or covenants expire pursuant to the terms of this Agreement and within a reasonable time of discovery of the breach of or nonperformance of any covenant or obligation to be performed under this Agreement, a certificate signed by the Party making the claim or an officer of the Party making the claim (the “Claim Certificate”) to Seller or Buyer, whichever is applicable (such party from whom indemnification is sought the “Indemnifying Party”), which Claim Certificate shall (A) state the occurrence giving rise to the claim and that the Loss or liability has been properly accrued or is anticipated; (B) specify the section of this Agreement under which such claim is made; (C) specify in reasonable detail each individual item of Loss or other claim (including copies of all material written evidence thereof), the amount thereof if reasonably ascertainable, the date such Loss or liability was incurred, properly accrued or is anticipated, the basis for any anticipated Loss or liability and the nature of the misrepresentation, breach of warranty or the claim to which such Loss is related. The Indemnified Party making the claim need only state what is required in subsections (A)-
Additional Indemnity Provisions. GRANTEE AND SYSTEM AGENCY AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY INDEMNITY CLAIM. GRANTEE SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS’ FEES.
Additional Indemnity Provisions. (a) Sellers will not have any obligation under Section 8.2(a)(i) (other than regarding any breach of any Fundamental Rep or Fraud Claim, for which the threshold will be $0), unless and until the aggregate amount of indemnification for which Sellers are obligated thereunder exceeds $150,000 (the “Threshold”), and then Sellers will be liable for all such amounts (including the initial $150,000 of indemnification amounts).
(b) Sellers’ obligation under Section 8.2(a)(i), other than regarding any breach of any Fundamental Rep or Fraud Claim (for which the cap will be the Purchase Price), in the aggregate, will not exceed an amount equal to $12.0 million (the “Cap”).
(c) The maximum amount that any Buyer Indemnitee may recover from Sellers in the aggregate for all Damages arising under or in connection with this Agreement will not exceed the Purchase Price.
(d) Buyer will not have any obligation under Section 8.2(c)(i), unless and until the aggregate amount of indemnification for which Buyer is obligated thereunder exceeds the Threshold, and then Buyer will be liable for all such amounts (including the initial Threshold amount).
(e) Buyer’s obligations under Section 8.2(c)(i), in the aggregate, will not exceed an amount equal to the Cap.
(f) The right to indemnification, payment of Damages or other remedy based on the representations, warranties, covenants, agreements, and obligations in this Agreement will not be affected by any investigation conducted, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant, agreement, or obligation.
(g) For purposes of determining breaches of representations and warranties and calculating Damages in Section 6.5 and this Article 8, all qualifications as to materiality contained in any representation or warranty will be ignored.
(h) Payments by an Indemnitor pursuant to Section 6.5 or Section 8.2 in respect of any Damages shall be reduced to the amount of any liability or damage that remains after deducting therefrom any tax benefits realized, net insurance proceeds and any net indemnity, contribution or other similar payment received by the Indemnitee in respect of any such claim, net of any costs to obtain such recovery or realization and any related insurance premium increases. The Indemnitee shall use its commerc...
Additional Indemnity Provisions. The indemnification obligations of the Indemnifying Parties hereunder shall be subject to the following additional limitations:
Additional Indemnity Provisions. This section has been deleted in its entirety.
Additional Indemnity Provisions. The indemnification obligations of the Purchasers and the Sellers hereunder shall be subject to the following terms and conditions:
(i) Except for Claims (A) against the Sellers arising under this Agreement, the Purchasers shall not assert and shall cause the Company, the Subsidiaries, the Blocker Corp and their Affiliates not to assert any Claims against any present or former director, manager, officer, employee, or agent of the Sellers or against the Sellers, for or with respect to any matter relating to the Sellers prior to Closing, and (B) against the Purchasers arising under this Agreement, the Sellers shall not assert and shall cause their Affiliates not to assert any Claims against any present or former director, manager, officer, employee or agent of the Purchasers, the Company or the Subsidiaries or their Affiliates or against the Purchasers, the Company or the Subsidiaries, or their Affiliates, for or with respect to any matter relating to the Company or the Subsidiaries prior to the Closing.
(ii) The sole recourse and exclusive remedy of the Purchasers and the Sellers against each other arising out of this Agreement or any certificate delivered in connection with this Agreement, or otherwise arising from the Purchasers’ acquisition of the Purchased Units and the Shares, shall be to assert a Claim for indemnification under the indemnification provisions of Sections 7.2(a), and 7.2(b).
(iii) Without limiting the generality or effect of Section 7.2(d)(ii), as a material inducement to the other Parties hereto entering into this Agreement, each Party to this Agreement hereby (A) waives, and forever releases and discharges the other Parties and their respective Representatives from, by reason of or relating to the execution and delivery of this Agreement and the transactions contemplated hereby, any Claim which it otherwise might assert (except for fraud), including without limitation under the common law or federal or state securities, trade regulation, environmental or other Laws, except for Claims or causes of action for which contractual indemnification may be sought under, and subject to the express terms and conditions of, Sections 6.3(b) and this Section 7.2, (B) agrees not to, and to cause its and Representatives not to, directly or indirectly, institute, prosecute or aid in the prosecution of any Claim or other proceeding against any other Party or Representative thereof, which is the subject of clause (A) of this Section 7.2(d)(iii), and (C)...
