Other Matters Relating to Indemnification Sample Clauses

The "Other Matters Relating to Indemnification" clause addresses additional terms and conditions that govern the process and scope of indemnification beyond the main indemnity provisions. This clause may specify procedures for making indemnification claims, set time limits for such claims, or clarify the responsibilities of each party in handling third-party claims. Its core practical function is to ensure that all ancillary issues related to indemnification are clearly defined, thereby reducing ambiguity and potential disputes between the parties.
Other Matters Relating to Indemnification. (a) Damages Paid Net of Other Recoveries. (i) Indemnification under this Article IX shall be limited to the amount of any Damages that remains after deducting therefrom (and the cumulative amount of all Damages for purposes of determining the Basket shall be reduced by the amount of) any insurance proceeds or any indemnity, contribution or other similar payment actually recovered (net of out-of-pocket costs incurred in connection with such recovery) by an Indemnified Party from any third party insurer that is not an Affiliate of such Indemnified Party, provided, however, that no Indemnified Party shall have any obligation to seek to recover insurance proceeds or any other amounts from third parties in connection with making an indemnification claim under this Article IX. (ii) In any case where an Indemnified Party recovers from third parties all or any part of any amount paid to it by an Indemnifying Party pursuant to this Article IX, such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting therefrom a reasonable amount of the expenses incurred by it in procuring such recovery), but not in excess of any amount previously so paid by the Indemnifying Party.
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Other Matters Relating to Indemnification. (a) For purposes calculating the amount of Losses, the representations and warranties herein and in the certificates delivered pursuant to this Agreement, as applicable, shall be deemed to have been made without any qualifications as to materiality and, accordingly, all references herein and therein to “material”, “in all material respects”, “Company Material Adverse Effect”, “Buyer Material Adverse Effect” and similar qualifications as to materiality shall be deemed to be deleted therefrom (except where any such provision requires disclosure of lists of items of a material nature or above a specified threshold). (b) Nothing herein shall be deemed to prevent an Indemnitee from making a claim hereunder for potential or contingent claims or demands; provided that the Notice of Claim sets forth the specific basis for any such contingent claim to the extent then feasible and the Indemnified Party has reasonable grounds to believe that such a claim may be made. (c) Each Indemnitee shall use commercially reasonable efforts to mitigate any Losses that an Indemnitee asserts under this ARTICLE VIII and shall make a good faith effort to recover all Losses from insurers of such Indemnitee under applicable insurance policies so as to reduce the amount of Losses hereunder. Without limiting the effect of any other limitation herein, for purposes of determining the amount of Losses incurred by an Indemnitee, there shall be deducted (i) an amount equal to the insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by an Indemnitee in connection with Losses for which indemnification is claimed pursuant to ARTICLE VIII and (ii) an amount equal to any tax benefit actually realized by the Indemnitee as a result of the incurrence of such Losses or the payment of any indemnification payment for which indemnification is claimed pursuant to ARTICLE VIII.
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Other Matters Relating to Indemnification. (a) The parties acknowledge that many of the representations and warranties made pursuant to this Agreement and the Transaction Documents are qualified by terms or phrases such as "material", "Material Adverse Effect", or similar words or concepts. The purpose of such qualifiers is that the parties understand that the party making such representations and warranties is aware that if such representation or warranty was not so qualified, such party making the representation and warranty would likely breach such representation and warranty in some immaterial respect; and accordingly, such party does not desire intentionally or knowingly to breach a representation or warranty. However, notwithstanding the foregoing, the parties agree that as a matter of allocation of risk, for purposes of determining whether or not a representation or warranty has been breached for purposes of seeking indemnification with respect thereto, the party benefiting from any so qualified representation or warranty shall be deemed to have relied on the truth and accuracy of such representation and warranty without the "materiality" qualifier and shall be entitled to indemnification with respect to any breach of such representation and warranty as if such "materiality" qualifier had not been made. (b) Nothing contained in this Section VIII shall prevent either party from assuming control of the defense and/or settling any claim against it for which indemnification is not sought or available under this Agreement.
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Other Matters Relating to Indemnification. (a) Any payment by an Indemnifying Party of any Losses hereunder shall be deemed to be an adjustment in the Purchase Price for Tax purposes. (b) If (i) whether as a result of Parents’ or Purchaser’s investigation or otherwise, Seller shall establish that ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ had actual knowledge prior to Closing that a representation and warranty made by the Seller in this Agreement was untrue or incorrect in any material respect when made, and (ii) Purchaser proceeds with the Closing, then the representation or warranty and the corresponding Disclosure Schedule to this Agreement shall automatically be deemed to be modified to reflect the information, event or condition of which ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ had actual knowledge prior to Closing, and the Purchaser Indemnified Parties shall be deemed to have waived any right pursuant to Article VIII to claim indemnification or Losses after the Closing by reason of such breach or misrepresentation; provided, however, that the foregoing shall not affect or be deemed to affect Parents’ and Purchaser’s rights prior to Closing under Article IX to elect to terminate this Agreement. Except as expressly provided in the immediately preceding sentence, a party’s right to indemnification or other remedies based upon the representations, warranties, covenants and agreements of the other parties set forth in this Agreement (including the Disclosure Schedule) and the Ancillary Agreements (other than the Employment Agreements) delivered by any such party pursuant hereto shall not in any way be affected by any investigation or knowledge of such party or any waiver by such party of any condition based on the accuracy of any representation or warranty, or compliance with any covenant or agreement. Except as expressly provided in the first sentence of this subsection (b) of this Section 8.07, such representations, warranties, covenants and agreements shall not be affected or deemed waived by reason of the fact that a party knew or should have known that any representation or warranty might be inaccurate or that the other parties failed to comply with any agreement or covenant and any investigation by such party shall be for its own protection only and shall not affect or impair any right or remedy hereunder. (c) The parties acknowledge and agree that, except for the matters for which the Purchaser Indemnified Parties shall be entitled to indemnification pursuant to Section 8.02(b) of this Agreement, and prior to any Change of Control (as de...
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Other Matters Relating to Indemnification. (a) No party hereto shall be required to indemnify, defend or hold harmless any Person with respect to any claim for indemnification pursuant to Section 9.2 or 9.3 unless and until the aggregate Losses of the Purchaser Indemnitees or Stockholder Indemnitees, as applicable, in respect of all such claims exceed $50,000, after which the Stockholders or the Purchaser, as applicable, shall be liable for all Losses in excess of such amount. In no event shall the cumulative indemnification obligations of the Stockholders pursuant to Section 9.2, or the Purchaser pursuant to Section 9.3, exceed $2,400,000. Notwithstanding the foregoing, the limitations set forth in this Section 9.6(a) will not apply in the case of willful breach or fraud, or to any Loss resulting from, arising out of or incurred in connection with the breach or inaccuracy of a Fundamental Representation, or a claim for indemnification pursuant to clause (b), (c) or (d) of Section 9.2 or clause (b) or (c) of Section 9.3.
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Other Matters Relating to Indemnification 
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Related to Other Matters Relating to Indemnification

  • Procedures Relating to Indemnification (a) Any party seeking indemnification under Section 6.01 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the factual basis of the claim to the extent known by the Indemnified Party, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. (b) If an Indemnified Party shall receive notice of any claim or demand asserted by a third party (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Article VI, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VI except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided that that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.

  • INDEMNIFICATION RELATING TO INFRINGEMENT The Contractor will also defend, indemnify and hold the Authorized Users harmless from and against any and all damages, expenses (including reasonable attorneys' fees), claims, judgments, liabilities and costs in any action for infringement of a patent, copyright, trademark, trade secret or other proprietary right provided: a) such claim arises solely out of the Products as supplied by the Contractor, and not out of any modification to the Products made by Authorized User or by someone other than Contractor at the direction of the Authorized User without Contractor’s approval, or by reason of an off-the-shelf component; and b) Authorized User gives Contractor prompt written notice of any such action, claim suit or threat of suit alleging infringement. The Authorized User shall give Contractor the opportunity to take over, settle or defend such action, claim or suit at Contractor's sole expense, and to provide assistance in the defense of any such action, claim or suit at the expense of Contractor. Such indemnity shall only be applicable in the event of claims, judgments, liabilities and/or costs that may be finally assessed against Authorized User in any action for infringement of a patent, or of any copyright, trademark, trade secret or other third party proprietary right except to the extent such claims, judgments, liabilities and/or costs arise solely from the Authorized Users negligent act, failure to act, gross negligence or willful misconduct. If usage of a Product shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion to take action in the following order of precedence: (i) to procure for the Authorized User the right to continue usage (ii) to modify the service or Product so that usage becomes non-infringing, and is of at least equal quality and performance; or (iii) to replace such Product or parts thereof, as applicable, with non-infringing Product of at least equal quality and performance. If the above remedies are not available, the parties shall terminate the Contract, in whole or in part as necessary and applicable, provided that the Authorized User is given a refund for any amounts paid for the period during which usage was not feasible. In the event that an action at law or in equity is commenced against the Authorized User arising out of a claim that the Authorized User's use of the Product under the Contract infringes any patent, copyright, trademark, trade secret or proprietary right, and Contractor is of the opinion that the allegations in such action in whole or in part are not covered by the indemnification and defense provisions set forth in the Contract, Contractor shall immediately notify the Authorized User and the Office of the Attorney General in writing and shall specify to what extent Contractor believes it is obligated to defend and indemnify under the terms and conditions of the Contract and to what extent it is not so obligated to defend and indemnify. Contractor shall in such event protect the interests of the Authorized User and seek to secure a continuance to permit the Authorized User to appear and defend their interests in cooperation with Contractor, as is appropriate, including any jurisdictional defenses the Authorized User may have. This constitutes the Authorized User’s sole and exclusive remedy for patent infringement, or for infringement of any other third party proprietary right.

  • Procedures Related to Indemnification In the event that an indemnity obligation arises, Vendor shall pay all amounts set forth in Section 14 and 15 above (including any settlements) and – if it has accepted its indemnity obligation without qualification – control the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and settlement, and TIPS shall, at Vendor’s cost and expense (with respect to reasonable out of pocket costs and expenses incurred by TIPS which shall be reimbursed to TIPS by Vendor), provide all commercially reasonable assistance requested by Vendor. In controlling any defense, Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly asserted.

  • Conditions to Indemnification An indemnified party must give the other party(ies) prompt written notice of any claim and allow the indemnifying party to defend or settle the claim as a condition to indemnification. No settlement shall bind any party without such party’s written consent.

  • Exceptions to Indemnification Director shall be entitled to indemnification under Sections 7(a) and 7(b) above in all circumstances other than the following: (a) If indemnification is requested under Section 7(a) and it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, (ii) the Independent Director had reasonable cause to believe that the Independent Director’s conduct was unlawful, or (iii) the Independent Director’s conduct constituted willful misconduct, fraud or knowing violation of law, then the Independent Director shall not be entitled to payment of Indemnifiable Amounts hereunder. (b) If indemnification is requested under Section 7(b) and (i) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, the Independent Director failed to act in good faith and in a manner the Independent Director reasonably believed to be in or not opposed to the best interests of the Company, including without limitation, the breach of Section 4 hereof by the Independent Director, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Independent Director is liable to the Company with respect to any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Independent Director received an improper benefit or improperly took advantage of a corporate opportunity, the Independent Director shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter.