Cypress Indemnitees definition

Cypress Indemnitees mean the following Persons: (a) Cypress; (b) Cypress’ current and future Affiliates; (c) the respective Representatives of the Persons referred to in clauses “(a)” (other than agents, attorneys, accountants, advisors and representatives thereof) and “(b)” above; and (d) the respective successors and assigns of the Persons referred to in clauses “(a),” “(b)” and “(c)” above.
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Cypress Indemnitees shall have the meaning given in Section 14.02.
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Cypress Indemnitees has the meaning set forth in Section 11.1.
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Examples of Cypress Indemnitees in a sentence

  • Except for the provisions of Section 10 with respect to the Cypress Indemnitees and Cellatope Indemnitees, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties hereto.

  • Claims for Set-off Funds made by the Cypress Indemnitees relating to any alleged breach of any of the representations and warranties in Section 3.5 (Intellectual Property) of this Agreement may be made until the earlier of the payment of the Milestone Consideration or the Holdback Payment Date.

  • In addition to the foregoing, in the case of fraud or intentional misrepresentation, the Cypress Indemnitees shall be entitled to bring suit for and recover Damages without any limitation against Cellatope and against any other Person who committed or participated in such fraud or intentional misrepresentation.

  • If the total amount of such Damages exceeds the Threshold, then the Cypress Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the full amount of such Damages, including the amount of the Threshold.

  • Except as set forth on a correspondingly numbered section of the Cellatope Disclosure Schedule, Cellatope represents and warrants, as of the date hereof, to and for the benefit of the Cypress Indemnitees, as set forth below.

  • BioLineRx’s obligation to Indemnify the Cypress Indemnitees pursuant to this Section 5.5 shall not apply to the extent that (i) the Cypress Indemnitees fail to comply with the indemnification procedures set forth in Section 5.6 and BioLineRx’s defense of the relevant Losses is materially prejudiced by such failure, or (ii) any Losses arise from, are based on, or result from the negligence or willful misconduct of any Cypress Indemnitee.

  • Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict any of the Xxxxxx Xxxxx Indemitees' or Cypress Indemnitees' right to maintain or recover any amounts in connection with any action or claim based upon fraud.

  • Following the Closing, Enertopia shall indemnify and defend each of Cypress and its Affiliates and their respective Representatives (collectively, the "Cypress Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Cypress Indemnitees based upon, arising out of, with respect to or by reason of: i.


More Definitions of Cypress Indemnitees

Cypress Indemnitees has the meaning set forth in the Section 10(b).
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Cypress Indemnitees shall have the meaning set forth in Section 15.1(b).
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Cypress Indemnitees has the meaning provided in Section 6.1.
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Cypress Indemnitees means Cypress, each member of the Cypress Group and each of their respective directors, officers, employees, representatives, agents and attorneys.
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Related to Cypress Indemnitees

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

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

  • 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.

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

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

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

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

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

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

  • 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.

  • 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).

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

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

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

  • 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.

  • 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).

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

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

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

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • 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.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

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