CTI Indemnitees definition

CTI Indemnitees shall have the meaning set forth in the Distribution Agreement.
Sample 1Sample 2Sample 3
CTI Indemnitees has the meaning set forth in Section 11.1.
Sample 1
CTI Indemnitees has the meaning set forth in Section 14.2.
Sample 1

Examples of CTI Indemnitees in a sentence

  • Comverse shall pay, and shall indemnify and hold the CTI Indemnitees harmless from and against, without duplication, (i) all Taxes allocable to Comverse under Article II, (ii) all Taxes incurred by the CTI Pre-Distribution Group or CTI Group by reason of the breach by Comverse of any of its covenants hereunder, and (iii) any costs and expenses related to this Section 5.02 (including, without limitation, reasonable attorneys’ fees and expenses).

  • Notwithstanding anything to the contrary in this Agreement, this Section 5.02 shall not require Comverse to indemnify any CTI Indemnitees for the use of, or any reduction in, any Tax Attributes of the CTI Pre-Distribution Group, CTI Group or the Comverse Group.

  • From and after the Merger Closing Date, the indemnification obligations under Section 3.2 for Indemnifiable Losses of the CTI Indemnitees, other than Indemnifiable Losses for any Action listed on Schedule A-1, shall first be satisfied from the Escrow Amount.

  • From and after the Distribution Date, Comverse shall indemnify, defend and hold harmless the CTI Indemnitees from and against any and all Indemnifiable Losses of the CTI Indemnitees to the extent arising out of, by reason of or otherwise in connection with (a) the Comverse Liabilities, including any breach by any member of the Comverse Group of any provision of this Section 3.2 and (b) any breach by any member of the Comverse Group of this Agreement.

  • The Escrow Amount shall be deposited into the Escrow Fund and provide Verint, subject to the terms and conditions as set forth in the Escrow Agreement, with recourse against, and a security interest in, the amounts held in escrow by the Escrow Agent with respect to the Indemnifying Parties’ indemnification obligations under Section 3.2 for Indemnifiable Losses of the CTI Indemnitees.

  • The foregoing indemnity obligation shall not apply to the extent that (i) the Chroma Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and CTI’s defense of the relevant Claims is prejudiced by such failure, or (ii) any Claim arises from, is based on, or results from any activity for which Chroma is obligated to indemnify the CTI Indemnitees under Section 11.1.

  • The foregoing indemnity obligation shall not apply to the extent that (i) the CTI Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and Chroma’s defense of the relevant Claims is prejudiced by such failure, or (ii) any Claim arises from, is based on, or results from any activity for which CTI is obligated to indemnify the Chroma Indemnitees under Section 11.2.

Related to CTI Indemnitees

  • Company Indemnitees shall have the meaning set forth in Section 5.02.

  • SpinCo Indemnitees shall have the meaning set forth in Section 4.3.

  • Licensee Indemnitees has the meaning set forth in Section 11.2.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • Licensor Indemnitees has the meaning set forth in Section 9.1.

  • Parent Indemnitees has the meaning set forth in Section 8.02.

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Related Indemnitee Group has the meaning specified in Section 4.02(b) of the Participation Agreement.

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Indemnified Parties shall have the meaning assigned to such term in Section 7.2.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • Related Indemnified Person of an indemnified person means (a) any controlling person or controlled affiliate of such indemnified person, (b) the respective directors, officers, or employees of such indemnified person or any of its controlling persons or controlled affiliates and (c) the respective agents of such indemnified person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such indemnified person, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of this Agreement and the Term Loans.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Lender Indemnitees shall have the meaning set forth in Section 11.13(b).

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

  • Purchaser Indemnitees has the meaning set forth in Section 7.02.

  • Investor Indemnitees shall have the meaning set forth in Section 5.01.

  • Fund Indemnified Persons means, the Fund and its affiliates and trustees, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Holders under Section 7.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).

  • Agent Indemnitees means each Agent and its officers, directors, employees, Affiliates, agents and attorneys.