Indemnification and Liability definition

Indemnification and Liability. The typical gross negligence or wilful misconduct approach applies, subject to cross-indemnification outcomes with respect to the conduct of Land Activities.
Sample 1

Examples of Indemnification and Liability in a sentence

  • Conca, Directors and Officers Indemnification and Liability Insurance: An Overview of Legal and Practical Issues, 51 BUS.

  • Competent representation requires the legal knowledge, skill, thoroughness and preparation reasonably necessary for the representation.”And Rule 1.3 – DILIGENCE, Comment 2: “A lawyer's work load must be controlled so that each matter can be handled competently.” You’ll hear more about this later.

  • SMI agrees that for purposes of SMI’s indemnification obligations under Section 6 (Indemnification and Liability) of the Agreement (i) all CPL Products shall be included as and considered to be Products and (ii) all representations and warranties, covenants, or obligations of CPL under this First Amendment shall be deemed to be representations and warranties, covenants, or obligations of SMI under the Amended Agreement.

  • All representations, warranties, and covenants contained herein or made pursuant hereto including, but not limited to, the provisions of Sections IV (Representations, Warranties, Covenants, and Acknowledgements), XII (Confidentiality and Security), XIII (Background Investigations), and XIV (Indemnification and Liability), will survive the expiration or termination of this Agreement.

  • It is understood that such insurance shall not be construed to create a limit of each party’s liability with respect to its indemnification obligations under Section 6 (Indemnification and Liability) of the Amended Agreement or Section 4.1 of this First Amendment.

  • The rights, obligations and conditions set forth in the Sections of this AGREEMENT entitled Indemnification and Liability, Insurance, Notices, Cost Principles, and any right, obligation or condition that, by its express terms or nature and context is intended to survive the termination or expiration of this AGREEMENT, shall survive until the last applicable statute of limitations expires.

  • Director, Officer, and Auditor Indemnification and Liability ProvisionsVote proposals seeking indemnification and liability protection for directors and officers on a CASE-BY-CASE basis.Vote AGAINST proposals to indemnify auditors.

  • Notwithstanding anything herein to the contrary, Section 13 (Indemnification and Liability Insurance) and, with respect to Sections 3(a), 3(b) and 3(h) of this Agreement only, Section 14 (Reimbursement of your Expenses to Enforce this Agreement) of your Prior Agreement shall remain in full force and effect in accordance with its terms.

  • Coles, Managerial Indemnification and Liability Insurance: The Effect on Shareholder Wealth, 54 J.

  • INDEMNIFICATION.The Company agrees to be bound by the Indemnification and Liability provisions of the ROW Ordinance, including but not limited to Section 17.85 of the ROW Ordinance.

Related to Indemnification and Liability

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

  • BRRD Liability means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, sponsors, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, letters, the Debtors’ respective memoranda, articles or certificates of incorporation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date.

  • Expenses and Liabilities has the meaning assigned to such term in ‎Section 5.4(a).

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • AND LIABILITY LIMITS State Street shall assume no responsibility for lost interest with respect to the refundable amount of any unauthorized payment order, unless State Street is notified of the unauthorized payment order within thirty (30) days of notification by State Street of the acceptance of such payment order. In no event shall State Street be liable for special, indirect or consequential damages, even if advised of the possibility of such damages and even for failure to execute a payment order.

  • 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.

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Limitation of Liability PrimePay has negotiated preferred terms and conditions with FD as a service to PrimePay Clients. Client understands that FD, and not PrimePay, will be performing those services and that Client will enter its own service agreement(s) with FD for such services under terms and conditions specified by FD and agreed to by Client. Accordingly, Client acknowledges that FD shall be the provider of Payment Processing Services hereunder and that PrimePay shall have no liability whatsoever for or related to the performance of those services, including any and all damages, costs and related expenses (including attorney fees).

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

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

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

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

  • Fund Indemnified Persons means, the Fund and its affiliates and trustees, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Holders under Section 7.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

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

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).