Indemnifiable Claims definition

Indemnifiable Claims means, with respect to the indemnification obligations of the Seller Parties, a Purchaser Indemnifiable Claim, and with respect to the indemnification obligations of the Purchaser and Parent, a Seller Indemnifiable Claim.

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Indemnifiable Claims when used in, and for purposes of, Article 8 hereof means and includes any and all direct Damages and all expenses (including, without limitation, reasonable legal and expert fees and expenses).

Indemnifiable Claims shall have the meaning set forth in Section 11.4(a).

Examples of Indemnifiable Claims in a sentence

The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all Indemnifiable Claims and Indemnifiable Losses in accordance with the terms of such policies.
The Company’s participation in the defense of any Indemnifiable Claim of which the Company has not assumed the defense will not in any manner affect the rights of Indemnitee under this Agreement, including Indemnitee’s right to control the defense of such Indemnifiable Claims.
The parties shall cooperate in the defense of all third party claims which may give rise to Indemnifiable Claims hereunder.
The parties will cooperate in the defense of all Third-Party Claims that may give rise to Indemnifiable Claims hereunder.
If the Indemnitee is entitled to indemnification under certain agreements containing indemnity provisions with another entity or protections under the organization documents of such other entity, the Company is still wholly liable for making any indemnification payments for all Indemnifiable Claims or Indemnifiable Losses notwithstanding the payment obligation of such amounts by a third party to the Indemnitee.

More Definitions of Indemnifiable Claims

Indemnifiable Claims has the meaning ascribed to such term in Section 0.

Indemnifiable Claims means the matters with respect to which ADP is entitled to indemnification under (S)7.2(a).

Indemnifiable Claims has the meaning set forth in Section 5.4(a).

Indemnifiable Claims has the meaning set forth in Section 9.2(c).

Indemnifiable Claims means Purchaser Indemnifiable Claims when applied to Section 5.01 hereof and Seller Indemnifiable Claims when applied to Section 5.02 hereof; and the term “Misrepresentations” shall mean Seller Misrepresentations when applied to Section 5.01 hereof and Purchaser Misrepresentations when applied to Section 5.02 hereof.

Indemnifiable Claims means all Actions, known or unknown, pending or threatened at any time (whether before, on or after the Closing Date), to the extent relating to Intasco, Intasco USA and/or the conduct of the Business prior to the Closing.

Indemnifiable Claims has the meaning ascribed to such term in Section 13.2.1 and 13.3.