Indemnification Event definition

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

Indemnification Event has the meaning specified in Section 5.01(c)(i).

Indemnification Event shall have the meaning set forth in Section 11.1(c).

Examples of Indemnification Event in a sentence

• Company will defend, indemnify, and hold harmless each Indemnified Party from and against any and all Liabilities with respect to an Indemnification Event.

• The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Indemnification Event in accordance with the terms of such policies; provided that nothing in this Section 3(b) shall affect the Company’s obligations under this Agreement or the Company’s obligations to comply with the provisions of this Agreement in a timely manner as provided.

• The Company shall give prompt written notice of any Indemnification Event which may be covered by the Company’s liability insurance to the insurers in accordance with the procedures set forth in each of the applicable policies of insurance.

• Indemnitee shall give the Company notice as soon as practicable of any Indemnification Event of which Indemnitee becomes aware and of any request for indemnification hereunder, provided that any failure to so notify the Company shall not relieve the Company of any of its obligations under this Agreement, except if, and then only to the extent that, such failure increases the liability of the Company under this Agreement.

• Such notice shall describe in reasonable detail the basis of such Indemnification Event.

More Definitions of Indemnification Event

Indemnification Event means any Claim against one or more Penn Indemnified Parties arising out of or resulting from: [***]. The term “Claim” in this Article 12 means any charges, complaints, actions, suits, proceedings, hearings, investigations, claims or demands.

Indemnification Event means any Claim against one or more Indemnified Parties arising out of or resulting from: (a) the development, testing, use, manufacture, promotion, sale, practice or other disposition of any Penn Patent Rights (to the extent subject to the License), BMS Assigned Technical Information or Penn Materials by Company, its Affiliates, sublicensees, assignees or vendors, or of any Licensed Products manufactured, sold or provided by Company, its Affiliates, sublicensees, assignees or vendors, including (x) any product liability or other Claim of any kind related to use by a third party of such Penn Materials or Licensed Product, (y) any Claim by a third party (other than any Indemnified Party) that the practice of any of the Penn Patent Rights or BMS Assigned Technical Information by Company, its Affiliates, sublicensees, assignees or vendors, or the design, composition, manufacture, use, sale or other disposition of any such Penn Materials or Licensed Product, infringes or violates any patent, copyright, trade secret, trademark or other intellectual property right of such third party, and (z) any Claim by a third party relating to clinical trials or studies for such Licensed Products; (b) any Claim by a third party arising from any material breach of this Agreement by

Indemnification Event has the meaning set forth in Section 7.5(a).

Indemnification Event means an event which triggers ACE's obligation to indemnify the Issuer and the Trustee, for itself and on behalf of the Transition Bondholders, and each of their respective managers, officers, employees, directors and agents, pursuant to Section 5.01 of the Sale Agreement.

Indemnification Event means an event which triggers PSE&G's obligation to indemnify the Issuer and the Trustee, for itself and on behalf of the Transition Bondholders, and each of their respective managers, officers, directors and agents, pursuant to Section 5.01 of the Sale Agreement.

Indemnification Event. (i) when used with respect to the Transfer Agreement, has the meaning specified in Section 5.01(d) of the Transfer Agreement and (ii) when used with respect to the Sale Agreement, has the meaning specified in Section 5.01(d) of the Sale Agreement.

Indemnification Event means an event which triggers Detroit Edison's obligation to indemnify the Issuer and the Trustee, for itself and on behalf of the Securitization Bondholders, and each of their respective managers, officers, directors and agents, pursuant to Section 5.01 of the Sale Agreement.