Indemnification Amount Clause Samples
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Indemnification Amount. In case a Loss is incurred by Congonhas Minérios or any of its Subsidiaries and the indemnification is paid to the party that is indemnifiable under this Agreement, the amount to be indemnified to the party receiving indemnification under this agreement shall be equal to the amount of the Loss multiplied by the percentage of the capital stock of Congonhas Minérios held by the respective party or held indirectly in a Subsidiary, as applicable, in each case, immediately after giving effect to the transactions contemplated herein, except if the indemnification is paid to the company itself, in which case the amount shall be equal to 100% of such Loss; (b) in case a Loss is incurred directly by a party, then the amount to be indemnified under this Agreement shall be equal to 100% of the amount of the Loss incurred by such party.
8.5.1 The amount of any Loss to be indemnified pursuant to this ARTICLE VIII shall be net of any actual Tax benefit arising from the use of such Loss as a deductible expense, provided that there is taxable income in the same fiscal year of the incurred Loss against which such Tax benefit can be used. The amount of the Loss to be indemnified in cash shall also be increased to an amount which, after subtracting the applicable Taxes, leaves an amount equal to the indemnity payment that would have been due without any Taxes that, pursuant to applicable Law, arise from or in connection with the remittance and receipt of any indemnity payment under this Agreement by the Indemnified Party, considering the applicable rates.
Indemnification Amount. In the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under Section 20.1, the amount owing to the indemnified Party shall be the amount of such Party's actual out-of- pocket loss and expenses net of any net insurance or other actual recovery but shall not include any special, incidental, consequential or punitive damages.
Indemnification Amount. Any amount owing to an Indemnified Party for Losses under this Article XII shall be determined net of any insurance or other recovery by an Indemnified Party with respect to such Losses (net of all reasonable expenses incurred by the Indemnified Party in recovering such proceeds).
Indemnification Amount. On the Closing Date, Purchaser shall deliver to the Indemnity Account (as defined in Section 10.3(c)) $1,000,000 (the "Indemnification Amount"), plus if the Closing occurs after June 19, 1998, an "Indemnification Amount Interest Adjustment" computed in the same manner as provided for the Base Cash Price Interest Adjustment.
Indemnification Amount. In the event that a Party is obligated to indemnify the other Party hereunder, the amount owing to the indemnified Party will be the amount of such Party's actual out-of-pocket loss net of (i) any insurance or other recovery and (ii) any net reduction of taxes realized by the indemnified person as a result of such loss and any recovery (whether such recovery is the indemnity payment made under this Article XIV or insurance proceeds).
Indemnification Amount. In the event that Buyer has suffered Losses under Section 7.1, the Company shall issue to Buyer a number of additional shares of Common Stock equal to (A) the amount of Losses suffered by Buyer in excess of $75,000, (B) divided by $.4656.
Indemnification Amount. Each indemnification amount due to the Investor shall be calculated as follows:
(a) with respect to a Loss directly suffered by the Investor, by applying the following calculation formula:
(b) with respect to a Loss suffered by the Company and its Subsidiary, by applying the following calculation formulation:
(c) where:
(i) IA: means indemnification amount;
(ii) L: means Loss; and
(iii) S: means the percentage of shareholding held by the Investor in the Company’s share capital (through the holding of shares in the Company of any class whatsoever).
Indemnification Amount. In determining the amount subject to any claim for indemnification, the amount of any insurance proceeds received by an Covered Party shall be deducted from the amount of the required indemnification payments to be made by such Party.
Indemnification Amount. Notwithstanding any other provision of this Agreement, the Vendor shall not be required to indemnify and shall have no liability to any Purchaser's Indemnified Party for indemnification for Damages pursuant to Section 5.1 until the aggregate amount of all such Damages exceeds $75,000 (the "Indemnification Trigger Amount") in which event the Vendor shall be responsible for the entire amount of such Damages, including the amount below the Indemnification Trigger Amount.
Indemnification Amount. If the Purchaser disagrees with the Sellers’ calculation of the Section 338(h)(10) Tax Liability or the Section 338(h)(10) Indemnification Amount and the parties cannot resolve any disputed item within 30 days after the Sellers deliver the Section 338(h)(10) Tax Schedule, the item(s) in question shall be resolved by an independent accounting firm mutually acceptable to the Sellers and the Purchaser. The Purchaser shall pay the Sellers the amount of the Section 338(h)(10) Indemnification Amount (if any) no later than five (5) days prior to the due date for the filing of the United States federal income Tax Returns of the Sellers for the taxable year that includes the Closing Date (after giving effect to automatic extensions, but only if exercised by Sellers); provided, that if the independent accounting firm renders its decision after such date, the Purchaser shall not be required to pay the Section 338(h)(10) Indemnification Amount until three days after such firm renders its decision.