Indemnifiable Party definition

Indemnifiable Party shall have the meaning given in Section 10.2.

Indemnifiable Party means a Person entitled to receive indemnity for Losses pursuant to the provisions of this Agreement;

Indemnifiable Party means the Purchaser or the Designated Purchaser.

Examples of Indemnifiable Party in a sentence

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

• 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.

More Definitions of Indemnifiable Party

Indemnifiable Party shall have the meaning given in Section 10.1.3.

Indemnifiable Party has the meaning set forth in Section 12.1 hereof.

Indemnifiable Party or “Indemnifiable Parties” has the meaning attributed to it in Clause 7.2.

Indemnifiable Party means any Party entitled to receive indemnification from another Party pursuant to Article IV hereof.

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...

Indemnifiable Party has the meaning ascribed to it in Clause 6.4.

Indemnifiable Party shall have the meaning set forth in Section 6.1 hereof.