Indemnifiable Parties definition

Indemnifiable Parties has the meaning ascribed to it in Section 8.2.
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Indemnifiable Parties shall have the meaning provided in Section 6.2.
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Indemnifiable Parties means the Members and its directors and officers, Managers, members of any committee of the Board, and officers of HSI Funding. HSI Funding may indemnify other persons and entities to the fullest extent permitted by law.
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Examples of Indemnifiable Parties in a sentence

  • For clarity purposes, in the event that a possible Loss, including as a result of Dispute, is either claimed or notified within the period set forth in this Section 8.2.2, AZUL Holding shall remain obligated to indemnify TRIP’s Shareholders’ Indemnifiable Parties as provided for in Section 8.2 if such Loss is disbursed by the relevant AZUL Holding’s Indemnifiable Party, even if such disbursement occurs after the expiration of the term referred to herein.

  • For clarity purposes, in the event that a possible Loss, including as a result of Dispute, is either claimed or notified within the period set forth in this Section 8.1.2, TRIP’s Shareholders shall remain obligated to indemnify the AZUL Holding’s Indemnifiable Parties as set forth in Section 8.1 if such Loss is disbursed by the relevant AZUL Holding’s Indemnifiable Party, even if such disbursement occurs after the expiration of the term referred to herein.

  • Notwithstanding the provisions of SECTION 12.1, the Company Stockholders shall not be obligated to indemnify Parent Indemnified Parties except to the extent the cumulative amount of Losses to such Parent Indemnifiable Parties exceeds Ten Thousand Dollars ($10,000) (the "Parent threshold") whereupon the full amount of such Losses shall be recoverable in accordance with the terms hereof.

  • In addition, Corporation shall indemnify all Indemnifiable Parties for any indemnification amounts owed to such any Indemnifiable Party under the Transaction Documents.

  • In addition, the Company shall indemnify all Indemnifiable Parties for any indemnification amounts owed to such any Indemnifiable Party under the Transaction Documents.

  • ACQUISITION shall indemnify and advance expenses of Indemnifiable Parties to the fullest extent permitted under the laws of the State of Delaware.

  • Notwithstanding the foregoing, no claim for Losses arising other than those from any breach of representation or warranty, other than Sections 4.2 or 4.19(a) (the "Excluded Representations") shall be asserted by the Purchaser Indemnifiable Parties until the aggregate of all such Losses exceeds the sum of $500,000 (the "Deductible") in which case the party entitled to indemnification shall be entitled to the full amount of its Losses in excess of the Deductible.

  • In addition, the General Partner shall indemnify all Indemnifiable Parties for any indemnification amounts owed to such any Indemnifiable Party under the Transaction Documents.

  • FUNDING shall indemnify and advance expenses of Indemnifiable Parties to the fullest extent permitted under the laws of the State of Delaware.

  • Sellers shall not be liable for indemnification obligations under this Agreement if and to the extent that it is attributable to, or the amount of such indemnification is the result of (i) any Applicable Law that is not in effect on the date of this Agreement, (ii) any change in Law, (iii) change in the accounting practices or principles of Buyer's Indemnifiable Parties (including the Company after the Closing Date).


More Definitions of Indemnifiable Parties

Indemnifiable Parties has the meaning attributed to it in Clause 7.2.
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Related to Indemnifiable Parties

  • Indemnifiable Person means any person who is or was a director, officer, trustee, manager, member, partner, employee, attorney, consultant, member of an entity’s governing body (whether constituted as a board of directors, board of managers, general partner or otherwise) or other agent or fiduciary of the Company or a Subsidiary or Affiliate of the Company.

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Indemnifiable Claim means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, agent, trustee or other fiduciary of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate (by action of the Board, any committee thereof or the Company’s Chief Executive Officer (“CEO”) (other than as the CEO him or herself)) caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

  • Indemnifiable Expenses Indemnifiable Liabilities" and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

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

  • Indemnifiable Amounts has the meaning given that term in Section 12.6.

  • Indemnifiable Event means any event or occurrence related to Indemnitee’s service for the Company or any Subsidiary or Affiliate as an Indemnifiable Person (as defined below), or by reason of anything done or not done, or any act or omission, by Indemnitee in any such capacity.

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

  • Indemnifiable Loss means, with respect to any Person, any action, claim, cost, damage, deficiency, diminution in value, disbursement, expense, liability, loss, obligation, penalty, settlement, suit, or tax of any kind or nature, together with all interest, penalties, legal, accounting and other professional fees and expenses reasonably incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by such Person, whether directly or indirectly.

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

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

  • Indemnitees has the meaning specified in Section 10.04(b).

  • Indemnified Party shall have the meaning set forth in Section 5(c).

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

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

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

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Indemnitee has the meaning assigned to such term in Section 9.03(b).

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

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

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