Determination of Damages and Related Matters Sample Clauses
The 'Determination of Damages and Related Matters' clause defines how damages are calculated and addressed in the event of a breach or dispute under the contract. It typically outlines the methods for assessing the extent of loss, the types of recoverable damages (such as direct, indirect, or consequential), and may specify procedures for documentation or dispute resolution. By establishing clear guidelines for quantifying and handling damages, this clause helps prevent ambiguity and reduces the likelihood of protracted disagreements over compensation.
Determination of Damages and Related Matters. (a) Upon the occurrence of any event which would give rise to a claim by PocketSpec against, or to a right of defense and indemnity against Members pursuant to this Section 12.5, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which Members may become obligated to PocketSpec hereunder, PocketSpec shall give notice to Members of the occurrence of such event and shall identify PocketSpec's choice of counsel to represent such investigation, claim or proceedings, provided that the failure of PocketSpec to give notice shall not affect the indemnification obligations of Members hereunder. PocketSpec shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of PocketSpec's choice (who shall be reasonably acceptable to a representative of Members). Members shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof by counsel of their choice.
(b) As PocketSpec incurs expenses for which indemnification hereunder is provided and after any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, PocketSpec shall forward to Members notice of any sums due and owing by them pursuant to this Agreement with respect to such matter and they shall be required to pay all of the sums so due and owing to PocketSpec within ten (10) days of such notice.
(c) Upon the occurrence of any event which would give rise to a claim by Sierra Norte and/or Members against, or to a right of defense and indemnity against PocketSpec pursuant to this Section 12.5, or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which PocketSpec may become obligated to Sierra Norte and/or Members hereunder, Sierra Norte and/or Members shall give notice to PocketSpec of the occurrence of such event and shall identify their choice of counsel to represent such investigation, claim or proceedings, provided that the failure of either or both of them to give notice shall not affect the indemnification obligations of PocketSpec hereunder. Sierra Norte and/or Members shall have the exclusive right to so defend, contest or protect against such matter utilizing the counsel of their choice (who shall be reasonably acce...
Determination of Damages and Related Matters. (a) For purposes of indemnification under Sections 12.1(a)(i)(A) and 12.1(b)(i)(A), any breach of any representation or warranty shall be deemed to constitute a breach of such representation or warranty notwithstanding any limitation or qualification as to materiality set forth in such representation or warranty on the scope, accuracy or completeness thereto, it being the intention of the parties hereto that, each Indemnified Party shall be indemnified and held harmless from and against any and all Losses arising out of or based upon or with respect to the failure of any such representation or warranty to be true, correct and complete in any respect.
(b) To the extent any payment under this Article XII cannot properly be treated as an adjustment to the Consideration for Tax purposes, then any such amount shall be increased to take account of any net Tax cost incurred by the Indemnified Party by reason of the receipt of any indemnity payment (grossed-up for such increase). Any payment to an Indemnified Party pursuant to this Article XII shall be reduced to take account of any net Tax benefit actually realized by the Indemnified Party in respect of the taxable year in which such Loss is incurred or paid and, with respect to a Tax benefit arising in a year subsequent to the year in which the Loss is paid or incurred, the Indemnified Party shall pay to the Indemnifying Party the amount of such Tax benefit (including, as relevant, any member of its Affiliated Group) when such Tax benefit is actually realized. In computing the amount of any such Tax cost or Tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any indemnified loss, liability, claim, damage or expense.
Determination of Damages and Related Matters. In calculating any amounts payable to Purchaser pursuant to Section 9.2(a) or payable to Seller pursuant to Section 9.2(b), Seller or Purchaser, as the case may be, shall receive credit for (i) any actual reduction in tax liability as a result of the facts giving rise to the claim for indemnification, and (ii) any insurance recoveries actually received by the party to be indemnified, and no amount shall be included for Purchaser's or Seller's, as the case may be, special or consequential damages.
Determination of Damages and Related Matters. (a) In calculating any amounts payable to either party under Sections 9.3 and 9.4: (i) the indemnifying party shall receive credit for any reduction in the indemnified party's tax liability as a result of the facts giving rise to the claim for indemnification and any insurance recoveries by the indemnified party; (ii) any payments shall be deemed an increase or decrease, as the case may be, in the Purchase Price., and (iii) no amount shall be included for the indemnified party's special or consequential damages.
(b) EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY HAS MADE OR SHALL HAVE LIABILITY FOR ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE BUSINESS.
(c) Neither the Buyer, on the one hand, nor Cognizant and Seller, on the other hand, shall have liability to the other under this Agreement or otherwise for breach of warranty or agreement, or misrepresentation, unless, and only to the extent that, the aggregate amount of the losses, liabilities, damages and expenses of that party from all claims under this Agreement or otherwise for breach of warranty or agreement, and misrepresentation, (other than of Sections 4.24 and 4.25) exceeds $35,000. Cognizant and Seller shall have no liability to Buyer under this Agreement or otherwise for a breach or inaccuracy of the representation and warranty set forth in Section 4.25 unless, and only to the extent that, the aggregate amount of the losses, liabilities, damages and expenses of the Buyer for breach of such representation or warranty exceeds the sum of $1,500,000 plus the amount of any recovery by Buyer under Section 9.3 hereof for a breach or inaccuracy of any representation or warranty other than in Section 4.25, where such recovery is from the same underlying facts or events. Cognizant and Seller shall not have liability to Buyer under this Agreement or otherwise for a breach or inaccuracy of the representation and warranty set forth in Section 4.24 unless, and only to the extent that, the aggregate amount of the losses, liabilities, damages and expenses of that party from all claims under this Agreement or otherwise for breach of the representation and warranty in Section 4.24, exceeds $50,000.
Determination of Damages and Related Matters. (a) In calculating any amounts payable to Buyer or any other indemnitee pursuant to Sections 9.1(a) or 9.5 or payable to Sellers or any other indemnitee pursuant to Sections 9.1(b) or 9.5, (i) Sellers or Buyer, as the case may be, shall receive credit for (y) any reduction in actual tax liability as a result of the facts giving rise to the claim for indemnification, and (z) any insurance recoveries, and (ii) no amount shall be included for Parent's, Buyer's or Sellers', as the case may be, special or consequential damages.
(b) Buyer acknowledges and agrees that Buyer and its representatives have had access to such of the information and documents and to such of the real property, fixtures and tangible personal property of the Business as Buyer and its representatives shall have requested to see and/or review; that Buyer and its representatives have had a full opportunity to meet with appropriate management and employees of each Seller to discuss the Business and Assets, and that, in determining to acquire the Business and Assets, Buyer has made its own investigation into, and based thereon Buyer has formed an independent judgment concerning, the Business and the Assets. It is therefore understood and agreed that, except as specifically set forth in this Agreement, Buyer accepts the Business and the condition of the Assets "AS IS, WHERE IS" without any representation, warranty or guaranty, express or implied, as to merchantability, fitness for a particular purpose or otherwise as to the condition, size, extent, quantity, type or value of such property. Buyer represents and warrants to Sellers and Shareholder that Buyer and its officers, directors and other affiliates have no knowledge of a breach of any of Sellers' and Shareholder's representations and warranties set forth in Article 4 hereof. To the extent that Buyer or its officers, directors or other affiliates have knowledge of facts or circumstances constituting a breach of the representations and warranties set forth in Article 4 at the time such representations and warranties were made, Buyer shall have no right or remedy hereunder or otherwise in respect to such breach or the facts and circumstances related thereto.
(c) Sellers acknowledges and agrees that Sellers and its representatives have had access to such of the information and documents and assets of Parent and with respect to the Stock as Sellers and its representatives shall have requested to see and/or review; that Sellers and its represen...
Determination of Damages and Related Matters. In calculating any amount payable to the Buyer pursuant to Section 11.1 or payable to the Seller pursuant to Section 11.2, the Seller or the Buyer, as the case may be, shall receive credit for (i) any tax benefit allowable as a result of the facts giving rise to the claim for indemnification, and (ii) any insurance recoveries, and no amount shall be included for the Buyer's or the Seller's, as the case may be, special, consequential or punitive damages. The Seller and the Buyer agree that, except as specifically set forth in this Agreement and the Schedules hereto, neither party (including its representatives) has made or shall have liability for any representation or warranty, express or implied, in connection with the transactions contemplated by this Agreement, including in the case of the Seller and its representatives any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding the Assets or the Product Line.
Determination of Damages and Related Matters. In calculating any amount owing pursuant hereto and in respect of which indemnification is sought in accordance with the terms hereof, the Indemnifying Party shall receive credit for any insurance recoveries of the Indemnified Party. Nothing in this Agreement in any way restricts or limits the general obligation at law of an Indemnified Party to mitigate any Claim which it may suffer or incur.
Determination of Damages and Related Matters. In calculating any amounts payable to Buyer pursuant to Article 12.01 or payable to Seller pursuant to Article 12.02, any diminution of value to the Business shall be deemed damages suffered by Buyer, and Seller or Buyer, as the case may be, shall receive credit for (i) any actual reduction in tax liability as a result of the facts giving rise to the claim for indemnification, and (ii) any insurance recoveries actually received by the party to be indemnified. The right to indemnification, reimbursement or other remedy based on a breach of any representations, warranties, covenants, and obligations hereunder will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) about the accuracy or inaccuracy of, or compliance with, any such representation, warranty, covenant, or obligation.
Determination of Damages and Related Matters. ▇▇▇ Matters.
(i) No amounts shall be paid to any party for indemnification pursuant to Section 9(b) or 9
(c) except to the extent that the aggregate amount from all claims thereunder exceeds $100,000. No amounts shall be paid to Able or Buyer, on the one hand, or COMSAT or Seller, on the other hand, pursuant to Section 9 of this Agreement in excess of $1,000,000 collectively in the aggregate (the "Indemnity Cap"). The Indemnity Cap shall not apply to claims for indemnification made by Buyer or Able based upon a breach of any of the representations and warranties contained in Section 3(p); provided, however, that any Indemnity Payment paid in respect of any such breach shall be considered in determining whether the Indemnity Cap has been exceeded for other purposes. Notwithstanding anything to the contrary contained herein, no claim for indemnity resulting from a breach of any of the representations and warranties contained in Section 3(p) shall be made unless Buyer or Able is specifically required to take action or make payment pursuant to an applicable Environmental, Health and Safety Requirement by a governmental authority having appropriate jurisdiction. This Section 9(d)(i) shall not apply to claims for indemnification made by Buyer or Able based upon a breach of the representation and warranty contained in Section 3(m)(iii) hereof.
Determination of Damages and Related Matters. (a) In calculating any amounts payable to Buyer pursuant to Section 9.1(a) or payable to Seller pursuant to Section 9.1(b), Seller or Buyer, as the case may be, shall receive credit for (i) any reduction in actual tax liability as a result of the facts giving rise to the claim for indemnification; (ii) any actually paid insurance recoveries; and (iii) no amount shall be included for Buyer's or Seller's consequential damages, as the case may be.
(b) Seller and Shareholder, on the one hand, and Buyer, on the other hand, shall have no liability under this Section 9 for breaches of representations and warranties under Sections 4 and 5 of this Agreement, respectively, unless the aggregate amount of the damages and Losses to Buyer, on the one hand, and Seller and Shareholder, on the other hand, from all claims finally determined to arise under Sections 4 and 5, respectively, exceed an amount equal to Five Hundred Thousand Dollars ($500,000.00), at which time the Buyer or the Seller and Shareholder, as appropriate, shall be obligated to indemnify for Losses relating back to the first dollar; provided, however, that in no event shall the amount of Seller's and Shareholder's aggregate liability under this Section 9 exceed the Purchase Price.