Distributor Indemnitees definition

Distributor Indemnitees means any of Distributor and Distributor’s SubDistributors and each of their respective Affiliates, subsidiaries, equity holders, directors, managers, officers, employees, trustees, representatives, consultants, sublicensees, agents, successors and permitted assigns.

Distributor Indemnitees has the meaning set forth in Section 11.1.

Distributor Indemnitees has the meaning set forth in Section 9.2 (Distributor’s Right to Indemnification).

Examples of Distributor Indemnitees in a sentence

• This agreement of indemnity will inure exclusively to the benefit of the Distributor Indemnitees and their successors.

• If the Trust does not elect to assume the defense of any such suit, or in case the Distributor does not, in the exercise of reasonable judgment, approve of counsel chosen by the Trust, or if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Trust and the Distributor Indemnitees, the Trust will reimburse the Distributor Indemnitees for the reasonable fees and expenses of any counsel retained by them.

• In the event the Trust elects to assume the defense of any such suit and retain such counsel, the Distributor Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by them.

• The Trust’s indemnification agreement contained in Sections 7(A) and 7(B) herein shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor Indemnitees and shall survive the delivery of any Shares and the termination of this Agreement.

• In the event the Client elects to assume the defense of any such suit and retain such counsel, the Distributor Indemnitee(s) in such suit shall bear the fees and expenses of any additional counsel retained by them.

• The Trust’s indemnification agreement contained in Sections 8(A) and 8(B) herein shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor Indemnitees and shall survive the delivery of any Shares and the termination of this Agreement.

• If the Client does not elect to assume the defense of any such suit, or in case the Distributor does not, in the exercise of reasonable judgment, approve of counsel chosen by the Client or, if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Client and the Distributor Indemnitee(s), the Client will reimburse the Distributor Indemnitee(s) in such suit, for the fees and expenses of any counsel retained by Distributor and them.

• The Client’s indemnification agreement contained in Sections 7(A) and 7(B) shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor Indemnitee(s), and shall survive the delivery of any Shares and the termination of this Agreement.

• The Client’s agreement to indemnify the Distributor Indemnitees with respect to any action is expressly conditioned upon the Client being notified of such action or claim of loss brought against any Distributor Indemnitee, within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Distributor Indemnitee, unless the failure to give notice does not prejudice the Client.

• In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard AP Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard AP Agreement.

More Definitions of Distributor Indemnitees

Distributor Indemnitees shall have the meaning set forth in Section 9(a). “EMEA” shall mean the European Agency for the Evaluation of Medicinal Products. “Extended Term” shall have the meaning set forth in Section 13(a). “Field” shall mean human therapeutic uses in the field of oncology. “Fiscal Quarter” shall mean the three (3) month period ending on January 31, April 30, July 31, or October 31 of each calendar year, as the context requires. “First Commercial Sale” shall mean the date of the first arm’s length transaction, transfer or disposition for value to a Third Party of a Product by or on behalf of Distributor or any Affiliate or permitted Sub-distributor in such country. “Indemnitee” shall mean a Distributor Indemnitee or an Alfacell Indemnitee. “Indemnitor” shall have the meaning set forth in Section 9(c). “Initial Indication” shall mean the treatment of Mesothelioma with Product. “Initial Term” shall have the meaning set forth in Section 13(a). “JCC” shall have the meaning set forth in Section 8(b). “Liaison” shall have the meaning set forth in Section 8(a). “Marketing Materials” shall mean, to the extent permitted by Applicable Law, all sales, education and marketing materials including all patient and physician communications and materials, websites, educational materials and presentations, and detailing products and premiums. “Net Sales” shall mean, on a country-by-country basis, the gross invoiced sales price for all Product sold by Distributor, its Affiliates or permitted Sub-distributors to Third Parties throughout the Territory during each Fiscal Quarter, less the following amounts incurred or paid during such Fiscal Quarter with respect to sales of Product regardless of the Fiscal Quarter in which such sales were made: * * * * * * * * * *

Distributor Indemnitees has the meaning set forth in Section ------------------------ 7.

Distributor Indemnitees has the meaning set out in Section 17.0 I.