Indemnifiable Party definition

Indemnifiable Party shall have the meaning given in Section 10.2.
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Indemnifiable Party means the Purchaser or the Designated Purchaser.
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Indemnifiable Party means a Person entitled to receive indemnity for Losses pursuant to the provisions of this Agreement;
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Examples of Indemnifiable Party in a sentence

  • The Indemnifiable Party shall provide such information and documents as the Indemnifying Party reasonably requests for conducting the Defense.

  • The Indemnifiable Party shall also have the right monitor the progress of the Third-Party Claim, at its own expense and cost, and such Indemnifiable Party shall also be entitled to appoint its own counsel to accompany the defense conducted by the Indemnifying Party.

  • The Indemnifying Party shall assume the Defense of the Third-Party Claim, appointing lawyers of its choice, bearing all the costs arising therefrom, and shall provide the necessary guarantees (or shall replace any such guarantee already provided by the Indemnifiable Party) to present or assume the Defense.

  • The indemnification for Losses provided for in this Clause shall be paid within 10 (ten) days of the receipt by the Indemnifying Party of the notice from the Indemnifiable Party of the documents evidencing the Loss incurred, including from any final decision, not subject to appeal, relating to the Loss, as applicable.

  • The Company shall indemnify the Indemnified Party if he or she is successful, on the merits or otherwise, in the defense of any proceeding, or the defense of any claim, issue, or matter in the proceeding, to which he or she was a party because he or she is or was an Indemnifiable Party, against reasonable expenses incurred by him or her in connection with the proceeding or claim with respect to which he or she has been successful.

  • 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.

  • In the case of Losses suffered or incurred by an Indemnifiable Party and which are the responsibility of the Indemnifying Party, pursuant to this Section VIII, for whatever reason which does not constitute a Third Party Claim (“Direct Claim”), the Indemnified Party shall notify the Indemnifying Party in respect of such Loss suffered or incurred, added, whenever possible, by an estimate of the amount to be indemnified (“Notice of Direct Claim”).

  • 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.

  • Any amounts requested by the iStar Representative or the BREDS Representative (on behalf of itself or any other Indemnifiable Party) and not paid within 10 Business Days of receipt of notice by the Corporation shall accrue interest at a rate of 20% per annum, compounded quarterly.

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


More Definitions of Indemnifiable Party

Indemnifiable Party means a Seller Indemnifiable Party or a Buyer Indemnifiable Party, as applicable. “Indemnifying Party” means a Party with an indemnification obligation pursuant to Article 9. “Intellectual Property Rights” means all patents, patent applications, trademarks, service marks and trade names (including all goodwill associated therewith and all registrations and applications therefor), copyrights (including all registrations and applications therefor), Internet domain names, trade secrets, and other proprietary know-how, in each case, to the extent protectable by applicable Law. “Law” means any statute, law, ordinance, code, rule or regulation of any Governmental Entity, as each may be amended from time to time (including, for greater certainty, any COVID- 19 Measures). “Leakage” means, with respect to a Company, any of the following during the Lockbox Period (a) any dividends or distributions declared, paid or made or any return of capital by or on behalf of such Company or its Subsidiaries to a Seller or any of its Related Parties (other than the Companies or their respective Subsidiaries), (b) any payments made or agreed to be made, or the fair market value of any assets transferred or agreed to be transferred, by or on behalf of such Company or its Subsidiaries to or for the benefit of a Seller or any of its Related Parties, other than pursuant to the Contracts set forth on Schedule 1.1, (c) any liabilities assumed, or agreed to be assumed, indemnified or incurred (including under any guaranty, letter of credit, indemnity or similar credit support arrangement) by or on behalf of such Company or its Subsidiaries to or for the benefit of a Seller or any of its Related Parties, other than pursuant to the Contracts set forth on Schedule 1.1, (d) any waiver, release or forgiveness of any liability owed to such Company or its Subsidiaries by a Seller or any of its Related Parties (other than the Companies or their respective Subsidiaries), other than in connection with the repayment of the Shareholder Loans, and (e) any Company Transaction Expenses. “Leakage Amount” means the CEBARRA Leakage Amount or the CELSEPAR Leakage Amount, as applicable. “Lien” means any mortgage, pledge, security interest, encumbrance, lien, any usufruct (usufruto), fiduciary assignment (alienação fiduciária), caução, charge, hypothecation, deed of trust, easement, right of first refusal, option, restriction on transfer, defect in title or any other restriction Certain identified informati...
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Indemnifiable Party shall have the meaning given in Section 10.1.3.
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Indemnifiable Party or “Indemnifiable Parties” has the meaning attributed to it in Clause 7.2.
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Indemnifiable Party has the meaning ascribed to it in Clause 6.4.
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Indemnifiable Party means any Party entitled to receive indemnification from another Party pursuant to Article IV hereof.
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Indemnifiable Party shall have the meaning set forth in Section 6.1 hereof.
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Related to Indemnifiable Party

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

  • 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 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.

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

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

  • 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.

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

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

  • 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.

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

  • 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.

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

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

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

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

  • 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.

  • Indemnifier means any Party obligated to provide indemnification under this Agreement;

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

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

  • 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).

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

  • Indemnification Claim has the meaning set forth in Section 10.3.

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