Indemnification Conditions definition

Indemnification Conditions means the following conditions with which a party must comply in order to be entitled to defence or indemnification under the Agreement by the other party: (i) the indemnified party notifies the indemnifying party in writing of any claim that might be the subject of indemnification promptly after any executive officer of the indemnified party or member of the indemnified party’s legal department first knows of the claim, provided, however, that no failure to so notify an indemnifying party will relieve the indemnifying party of its obligations under the Agreement except to the extent that such failure materially prejudices defence of the claim, and except to the extent of any damages incurred by the indemnifying party as a result of the delay; (ii) the indemnifying party is given primary control over the defence and settlement of the claim (subject to the foregoing, the indemnified party may nonetheless participate in the defence at its sole cost and expense); (iii) the indemnified party makes no admission of liability (except as required by applicable law) nor enters into any settlement without the indemnifying party’s prior written agreement (not to be unreasonably withheld); (iv) the indemnified party provides such assistance in defence of the proceeding as the indemnifying party may reasonably request, at the indemnifying party’s reasonable expense; and (v) the indemnified party uses all commercially reasonable efforts to mitigate its losses.
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Indemnification Conditions means the following conditions, which a Party must comply with to be entitled to the defense and indemnification obligations of the other Party under this Agreement. The indemnified Party must (i) notify the indemnifying Party promptly in writing of such claim or allegation, setting forth in reasonable detail the facts and circumstances surrounding the claim; (ii) give the indemnifying Party sole control of the defense thereof and any related settlement negotiations, including not making any admission of liability or take any other action that limits the ability of the indemnifying Party to defend the claim; and (iii) cooperating and, at the indemnifying Party’s request and expense, assisting in such defense.
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Indemnification Conditions means the following conditions with which a party must comply in order to be entitled to defense or indemnification under the Agreement by the other party:
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Examples of Indemnification Conditions in a sentence

  • The foregoing obligations are conditioned on Customer’s compliance with the Indemnification Conditions (defined below).

  • Customer’s obligations under this Section 8.2.1 are subject to Modjoul’s compliance with the Indemnification Conditions.

  • The foregoing obligations are conditioned on Ping Identity’s compliance with the Indemnification Conditions (defined below).

  • INDEMNITIES 78 18.1 Seller Indemnity 78 18.2 Buyer Indemnity 78 18.3 Indemnification Conditions 79 18.4 Third Party Beneficiary Conditions 79 19.

  • Customer’s obligations under this Section 9.2.1 are subject to Auth0’s compliance with the Indemnification Conditions.

  • INDEMNITIES 47¶ 12.1 Seller Indemnity 47¶ 12.2 Buyer Indemnity 47¶ 12.3 Indemnification Conditions 48¶ 12.4 Third Party Beneficiary Conditions 48¶ 13.

  • Customer’s obligations under this Section 9.2(a) are subject to the Permutive’s compliance with the Indemnification Conditions.

  • Auth0’s obligations under this Section 9.1.1 are conditioned upon Customer’s compliance with the Indemnification Conditions.

  • Customer’s obligations under this Section 9.2.1 are conditioned upon InuuxData’s compliance with the Indemnification Conditions.

  • Unless hereinafter changed by written notice to Customer, any notice to K12 required by Xxxxxx 0(X) of the Agreement (Order Termination), Section 6(B) of the Agreement (Term and Termination) and/or Section 13(D) of the Agreement (Indemnification Conditions) shall be delivered or mailed to: K12 Systems Inc.


More Definitions of Indemnification Conditions

Indemnification Conditions the indemnified party shall notify the indemnifying party of such claim without undue delay. The indemnifying party shall have control over the defense, final award or settlement of such claim, provided; however, that the indemnifying party shall not compromise or settle a claim in the name of the indemnified party without the indemnified party's prior consent, and the indemnified party shall cooperate with the indemnifying party in such defense and settlement.
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Related to Indemnification Conditions

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

  • Litigation Conditions has the meaning set forth in Section 11.3.

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

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

  • 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.

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • 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.

  • Termination Conditions means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).

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

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

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

  • 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.

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

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

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • 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.

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

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

  • Step Down Conditions As of any Distribution Date on which any decrease in any Senior Prepayment Percentage may apply, (i) the outstanding Principal Balance of all Mortgage Loans 60 days or more Delinquent (including Mortgage Loans in REO and foreclosure), averaged over the preceding six month period, as a percentage of the aggregate of the Class Certificate Principal Balances of the Classes of Subordinate Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to all of the Mortgage Loans do not exceed: · for any Distribution Date on or after the seventh anniversary until the eighth anniversary of the first Distribution Date, 30% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the eighth anniversary until the ninth anniversary of the first Distribution Date, 35% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the ninth anniversary until the tenth anniversary of the first Distribution Date, 40% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the tenth anniversary until the eleventh anniversary of the first Distribution Date, 45% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, and · for any Distribution Date on or after the eleventh anniversary of the first Distribution Date, 50% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date.

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

  • Extension Conditions Defined in Section 3.06(a).

  • GENERAL AND SPECIAL CONDITIONS OF CONTRACT means the instructions to Tenderer and General and special conditions of contract pertaining to the work for which above tenders have been called for.