Indemnification Expenses definition

Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

Indemnification Expenses means documented out-of-pocket attorneys’ fees and expenses and all other reasonable and documented out-of-pocket costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim for which indemnification is sought pursuant to this Section 7.10(a), including any Action relating to a claim for indemnification or advancement brought by an Indemnified Party; and (z) the phrase “to the fullest extent authorized or permitted by applicable Law” includes, but is not limited to (1) to the fullest extent authorized or permitted by any provision of the DRULPA and the DLLCA that authorizes or permits additional indemnification by agreement or otherwise, or the corresponding provision of any amendment to or replacement of the DRULPA and the DLLCA and (2) to the fullest extent authorized or permitted by any amendments to or replacements of the DRULPA and the DLLCA adopted after the date of this Agreement that increase the extent to which an entity may indemnify its directors, officers, trustees, employees, agents, or fiduciaries or Persons serving in any capacity in which any Indemnified Party serves. Any amendment, alteration or repeal of the DRULPA or the DLLCA that adversely affects any right of any Indemnified Party will be prospective only and does not limit or eliminate any such right with respect to any Claim or Action involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal. Neither Parent nor the Surviving Entity will settle, compromise or consent to the entry of any judgment in any actual or threatened Claim or Action in respect of which indemnification has been or could be sought by such Indemnified Party hereunder unless such settlement, compromise or judgment includes an unconditional release of such Indemnified Party from all liability arising out of such Claim or Action without admission or finding of wrongdoing, or such Indemnified Party otherwise consents thereto.

Indemnification Expenses means reasonable attorneys’ fees and all other reasonable costs, expenses and obligations (including reasonable experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim for which indemnification is authorized pursuant to this Section 7.6(a), including any Claim relating to a claim for indemnification or advancement brought by an Indemnified Party. Neither Abraxas nor Energy shall settle, compromise or consent to the entry of any judgment in any actual or threatened Claim in respect of which indemnification has been or could be sought by such Indemnified Party hereunder unless such settlement, compromise or judgment includes an unconditional release of such Indemnified Party from all liability arising out of such Claim without admission or finding of wrongdoing, or such Indemnified Party otherwise consents thereto.

Examples of Indemnification Expenses in a sentence

• To provide this indemnification, a majority vote of the Director Quorum, excluding Directors currently Indemnification Parties to the Indemnification Proceeding (“Indemnification Director Quorum”), must determine: (a) The Indemnification Individual met the Indemnification Standard of Conduct; and (b) Incurred reasonable Indemnification Expenses.

• Indemnification Expenses incurred in defending any action or proceeding referred to in this Bylaw Article may be paid by the Cooperative in advance of the final disposition of the action or proceeding (Indemnification Advance) upon receipt of an undertaking by or on behalf of the representative to repay such Indemnification Advance if it is ultimately determined that the representative is not entitled to be indemnified by the Cooperative as authorized in this Bylaw Article or otherwise.

• Provide direction to the Associate Dean/Director of the SON in prioritizing scholarship dissemination activities and avenues for increasing scholarship.

• Indemnification Expenses and Indemnification Advances provided by or granted pursuant to this Bylaw Article shall not be deemed exclusive of any other rights to which an individual seeking Indemnification Expenses or Indemnification Advances may be entitled under any other Bylaw Provision, agreement, vote of Members or Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding that office.

• To provide this indemnification, a majority vote of the Director Quorum, excluding Directors currently Indemnification Parties to the Indemnification Proceeding (“Indemnification Director Quorum”), must determine: (1) that theIndemnification Individual met the Indemnification Standard of Conduct; and (2) reasonable Indemnification Expenses.

More Definitions of Indemnification Expenses

Indemnification Expenses has the meaning specified in Section 2.1(a).

Indemnification Expenses has the meaning specified in the Indemnity Agreement.

Indemnification Expenses means any and all costs, losses, claims, damages or liabilities, joint or several, including without limitation, reasonable attorney’s fees and disbursements paid by the Master Fund to Grosvenor pursuant to Section 12 of the Advisory Agreement.

Indemnification Expenses. Same as the Existing Credit Agreement. Governing Law and Forum; Submission to Exclusive Jurisdiction: Same as the Existing Credit Agreement (New York). Counsel to the Administrative Agent and the Lead Arrangers: Xxxxxx & Xxxxxxx LLP. EXHIBIT C Project Xxxx $800 million Senior Subordinated Bridge Facility Summary of Principal Terms and Conditions Borrower: AMC Entertainment Holdings, Inc., a Delaware corporation (the “Borrower”).

Indemnification Expenses has the meaning set forth in Section 4.3.

Indemnification Expenses means reasonable and documented out-of-pocket attorneys’ fees and expenses and all other reasonable and documented out-of-pocket costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Proceeding for which indemnification is required to be provided pursuant to this Section 6.11(a), including any Proceeding relating to a claim for indemnification or advancement brought by an Indemnified Party. Neither Parent nor the Surviving Corporation will settle, compromise or consent to the entry of any Judgment in any actual or threatened Proceeding in respect of which indemnification has been sought by such Indemnified Party hereunder unless such settlement, compromise or Judgment includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding without admission or finding of wrongdoing, or such Indemnified Party otherwise consents thereto. 58

Indemnification Expenses has the meaning set forth in Section 6.11(a). “Indemnified Parties” has the meaning set forth in Section 6.11(a).