Amount of Indemnification Sample Clauses

Amount of Indemnification. The Individual Shareholders shall not have any obligation to make any indemnification payments until the PA&E Indemnified Persons have suffered Damages exceeding $25,000 in the aggregate from all matters as to which they are entitled to indemnification pursuant to this Article 5 (at which point the indemnification obligation of the Individual Shareholders shall cover all Damages in excess of $25,000). The maximum aggregate amount of liability of the Individual Shareholders for claims made on or before the first anniversary of the Closing Date shall be limited to $570,000. After the first anniversary of the Closing Date, the maximum aggregate amount of liability of the Individual Shareholders will be automatically reduced to $400,000. Notwithstanding the other provisions of this Section 5.3.1(b), there shall be no limit on each Individual Shareholders' liability for claims based upon the assertion that any of the Individual Shareholders had actual knowledge that a representation or warranty made by the Individual Shareholders was false when made or was made with the intent to deceive.

Amount of Indemnification. In addition to the deductible amount of $500,000 and the maximum amount of $7,500,000 set forth in Section 8.10 above, any indemnification hereunder shall be subject to the following deductions and limitations: (a) No indemnification shall be due by Seller in respect of any Damages that have been taken into account in the calculation of Working Capital. (b) The amount of indemnification due hereunder in respect of any Damages shall be calculated after deduction of (i) any benefit to which the Indemnified Party or, if such Indemnified Party is Purchaser, the Subject Company, is entitled in respect thereof in the form of a reduction of Taxes (ii) any amounts paid or payable to the Indemnified Party or, if such Indemnified Party is Purchaser, to the Subject Company, under any insurance policies in respect of the Damages and (iii) any amount of the Damages which is attributable to the action or failure to act of the Indemnified Party or, if such Indemnified Party is Purchaser, of the Subject Company.

Amount of Indemnification. (a) In the case of any Income Inclusion that is indemnifiable pursuant to Section 3 of this Agreement, the relevant ▇▇▇▇▇ Indemnitee (x) shall notify UpREIT orally and in writing as soon as possible (so as to minimize indemnifiable costs and expenses incurred under this Agreement prior to such Income Inclusion), and (y) shall give UpREIT a written certificate setting forth in reasonable detail (i) the computation of the amount of such Income Inclusion and (ii) the computation of such amount or amounts that shall equal the sum of (1) the actual net increase in federal, applicable state and ▇▇▇▇ Ridge income tax (including any interest, penalties, fines, or other additions thereto) ("Inclusion Taxes") actually payable by a ▇▇▇▇▇ Indemnitee on an After-Tax Basis, as a result of such Income Inclusion, determined after taking into account all deductions, credits, or other federal, applicable state and ▇▇▇▇ Ridge income tax benefits then realized and resulting from (a) such Income Inclusion, (b) the incurrence of the tax liability indemnified under this Agreement, or (c) the receipt of any indemnity payment made under this Agreement (computed in accordance with Sections 3 and 6 of this Agreement), plus (2) the reasonable costs and expenses incurred by such ▇▇▇▇▇ Indemnitee in respect of such Income Inclusion. (b) Each ▇▇▇▇▇ Indemnitee agrees to act in good faith to claim any tax benefits (including filing claims for refunds and amended tax returns) and take such other actions as may be reasonable to minimize the net amount of any indemnity payment due from UpREIT hereunder and to maximize the amount of its tax savings; provided, however, that such ▇▇▇▇▇ Indemnitee shall not be required to take any action which, in its good faith judgment, would have any material adverse business consequences to it. If UpREIT shall disagree with such computation and so requests in a written notice delivered to such ▇▇▇▇▇ Indemnitee within thirty (30) days following UpREIT's receipt of the certificate, such amount shall be reviewed and determined by an independent public accounting firm of national recognition selected by ▇▇ ▇▇▇▇▇ and reasonably acceptable to UpREIT. The costs of such verification shall be borne by UpREIT unless such verification shall result in an adjustment in UpREIT's favor by an amount of more than 5 % of the Inclusion Taxes actually due, in which case such costs shall be borne by such ▇▇▇▇▇ Indemnitee. Each ▇▇▇▇▇ Indemnitee agrees to cooperate with such indep...

Amount of Indemnification. The amount of indemnification to which an Indemnified Party shall be entitled under this Article VII shall be determined: (a) by the written agreement between the Indemnified Party and the Indemnifying Party; (b) by a final judgment or decree of any court of competent jurisdiction; or (c) by any other means to which the Indemnified Party and the Indemnifying Party shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined.

Amount of Indemnification. To the extent that a manager, officer, employee, or agent of the Company has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Paragraph (A) or (B) of this Section or has been successful in defense of any claim, issue, or matter in an action, suit, or proceeding referred to in those Paragraphs, he or she shall be indemnified against expenses, including attorney's fees, that were actually and reasonably incurred by him or her in connection with the action, suit, or proceeding.

Amount of Indemnification. (a) In the event that pursuant to this Section 15 either Party (herein referred to as the “Indemnitor”) is required to indemnify the other (herein referred to as the “Indemnitee”) the amount which the Indemnitor shall be required to pay to the Indemnitee with respect to any Claim shall be, subject to all other provisions of this Article 15, the full amount of such Claim and all costs or expenses incurred in defending or dealing with such Claim. (b) The amount of any indemnification otherwise due pursuant to this Section 15 shall be net of the present value of any tax benefits associated with such Claim to: (i) BioAmber Sarnia or its Affiliates, as the case may be; or (ii) LANXESS or its Affiliates, as the case may be. For the purposes of this Section 15.2, the present value with respect to any tax benefit associated with a Claim shall be calculated on the basis of the Canadian Prime Rate, in effect at the time at which the Indemnitor indemnifies the Indemnitee with respect to such Claim.

Amount of Indemnification. In the performance of any of the foregoing indemnities, the indemnifying party will pay to, or reduce any claim against, the other party in the amount which would then be required to establish the other party in the position that it would have held had each such representation or warranty been true, complete and correct, had each such obligation been fulfilled, and had each such covenant and agreement been fully performed. The foregoing notwithstanding, the aggregate amount of indemnification paid by an indemnifying party shall not exceed the Purchase Price.

Amount of Indemnification. The Facility Sublessee shall pay to the Owner Participant an indemnity with respect to any Loss pursuant to Section 4 of this Agreement in the amount determined in accordance with this Section 5. (a) In the case of any Loss pursuant to Section 4 of this Agreement, the Owner Participant shall give the Facility Sublessee notice of such Loss. Such notice will be accompanied by a written statement (the "Notice") setting forth in reasonable detail (i) the computation of the amount of such Loss and (ii) the computation of such amount or amounts that shall equal, on an After-Tax Basis, the aggregate additional federal, state and local income taxes (including any interest, penalties, fines or other additions thereto) payable or deemed to be payable by the Owner Participant from time to time as a result of such Loss (computed in accordance with Section 5(b) of this Agreement). Any such computation will take into account all deductions, credits or other tax benefits available to the Owner Participant as a result of such Loss and any payment due hereunder (computed in accordance with this Section 5 and Section 8 of this Agreement). The Facility Sublessee shall pay the Owner Participant such amount or amounts in accordance with Section 5(b) of this Agreement. If the Facility Sublessee shall disagree with such computation and so requests in a written notice delivered to the Owner Participant within 30 days following the Facility Sublessee's receipt of the Notice, such amount shall be reviewed and determined, within 15 days of receipt of such request by the Facility Sublessee, by an independent public accounting firm of national recognition selected by the Owner Participant and reasonably acceptable to the Facility Sublessee. The costs of such verification shall be borne by the Facility Sublessee, unless such verification shall result in an adjustment in the Facility Sublessee's favor of 5% or more of the payment as computed by the Owner Participant, in which case such costs shall be borne by the Owner Participant. The Owner Participant agrees to cooperate with such independent accounting firm and to supply it with all information reasonably necessary to permit it to accomplish such review and determination; PROVIDED, HOWEVER, that the Owner Participant shall not be required to supply the independent accounting firm with its U.S. federal tax returns or books. Such information shall be for the confidential use of such independent accounting firm and shall not be disclose...

Amount of Indemnification. 56 Index of Defined Terms The following terms have the respective meanings specified in the indicated Sections of the Agreement: