Indemnification Liabilities definition

Indemnification Liabilities is defined in Section 23 of this Settlement Agreement.
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Indemnification Liabilities means (a) all liabilities of the "JM Responsible Entity" to the "Settling Insurer" as defined in and pursuant to the Travelers Agreement and (b) the obligation to indemnify any person who is or was a party to any pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any action, suit or proceeding by or in the right of the Trust, any of the Debtors, any of the Debtors' Subsidiaries or any of the Canadian Companies) by reason of the fact that he is or was a director, officer, employee or agent of any of the Debtors, any of the Debtors' Subsidiaries or any of the Canadian Companies against all expenses (including attorneys' fees and expenses), judgment, fines and amounts paid with the Trust's consent to the fullest extent and in the manner that a corporation organized under Delaware law is from time to time permitted to indemnify its directors, officers, employees and agents if the Claim against such person in such action, suit or proceeding would, if such Claim had been made and timely filed against the Debtors or the Canadian Companies, have constituted an AH Claim or an Other Asbestos Obligation under clause (a) of the definition of either of such terms.
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Indemnification Liabilities shall have the meaning specified in Section 11.05.
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Examples of Indemnification Liabilities in a sentence

  • Borrower also agrees to reimburse each Securitization Indemnified Party for any legal or other costs and expenses reasonably incurred by such Securitization Indemnified Party in connection with investigating or defending the Securitization Indemnification Liabilities.

  • Provided that no Event of Default occurs hereunder, Borrower shall have the right at its expense to select counsel to defend the Indemnification Liabilities.

  • On and after the Separation Closing, J&J shall, and shall cause the other members of the J&J Group to, reasonably cooperate with the individuals who acted as directors and officers of Kenvue (or other members of the Kenvue Group) prior to the Separation Closing in their pursuit of any coverage claims under such D&O Insurance Policies for D&O Indemnification Liabilities which could inure to the benefit of such individuals.

  • In addition, nothing contained in this Agreement shall release any Person from any D&O Indemnification Liabilities; provided, that J&J shall indemnify members of the Kenvue Group for any such D&O Indemnification Liabilities in accordance with the provisions set forth in this Article VI.

  • To the extent that Trust Beneficiaries assert claims against third parties which a court of competent jurisdiction determines by order give rise to Indemnification Liabilities on the part of the Trust, those Trust Beneficiaries agree to reduce such claims and/or judgments on such claims, on a dollar-for-dollar basis, to the full extent necessary to extinguish any such Indemnification Liabilities.

  • Borrower shall reimburse each Indemnitee on demand from time to time for all Indemnification Liabilities incurred by such Indemnitee.

  • Seller's Indemnification Liabilities under Sections 11.2.1(iii) and 11.2.1(iv) above shall apply and be enforced only to the extent that the liability or loss to Buyer is asserted against or incurred by Buyer within four (4) years after the Closing Date.

  • Ground Water and the Rural Homeowner, Pamphlet, U.S. Geological Survey, [8] US Environmental Protection Agency (USEPA).2015.

  • On and after the Separation, Select shall, and shall cause the other members of the Select Group to, reasonably cooperate with the individuals who acted as directors and officers of Concentra (or other members of the Concentra Group) prior to the Separation in their pursuit of any coverage claims under such D&O Insurance Policies for D&O Indemnification Liabilities which could inure to the benefit of such individuals.

  • Seller's Indemnification Liabilities under Section 11.2.2, as they apply to all claims made by Buyer directly against Seller under clause (i) (in the first paragraph of such Section 11.2.2), shall apply and be enforceable only as to Hazardous Substances Problems that have been identified to Seller by Buyer and as to which Buyer has commenced litigation against Seller relating to such Problems (if Seller has not previously accepted responsibility therefor) within eight (8) years after the Closing Date.


More Definitions of Indemnification Liabilities

Indemnification Liabilities is defined in Section 20 of this Settlement Agreement.
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Indemnification Liabilities means any and all actual out of pocket monetary losses (including but not limited to loss of principal due under the Loan), costs, damages (excluding punitive, special and consequential damages), expenses, liabilities, claims or other obligations incurred by Lender (including reasonable attorneys’ fees and costs) arising out of or in connection with the following: (i) Any involuntary Lien on any direct interest in Borrower or on the Collateral or any part thereof; (ii) the failure of Borrower to apply all sums received by Borrower or its affiliates as secured party lender with respect to the Collateral (“Income”) in accordance with the terms of the Credit Documents (to the extent not inconsistent with the Collateral Documents governing the applicable Eligible Loan); (iii) following the occurrence and during the continuance of an Event of Default, the failure of Borrower to account for and at Lender’s request to turn over (or, if the Asset is a Loan-on-Loan or a Senior Participation, to use commercially reasonable efforts to cause the mortgagee of the applicable Mortgage Loan to turn over, if permitted by the applicable Collateral Documents) to Lender real estate tax accruals or other reserve accounts related to the Mortgage Loans that Borrower (or, if the Asset is a Loan-on-Loan or a Senior Particiation, the mortgagee of such Mortgage Loan) controls, unless Borrower (or, if the Asset is a Loan-on-Loan or a Senior Particiation, the mortgagee of such Mortgage Loan) is required by law or the applicable Collateral Documents to apply such amounts in a different manner; (iv) the failure of Borrower to apply, or to cause the application of, insurance proceeds or condemnation proceeds relating to the Collateral in the manner required under the Credit Documents (to the extent not inconsistent with the Collateral Documents governing the applicable Eligible Loan); (v) the incurrence by Borrower of any indebtedness in violation of the terms of the Credit Documents (whether secured or unsecured, direct or contingent), other than unsecured debt or routine trade payables incurred in the ordinary course of business; or (vi) the enforcement by the Lender of any of the terms of any of the Credit Documents, including without limitation, collection efforts by the Lender.
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Indemnification Liabilities shall have the meaning set forth in Section 5.4(b) hereof.
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Indemnification Liabilities shall have the meaning set forth in Section 7.3(a).
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Related to Indemnification Liabilities

  • 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.

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

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

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

  • 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.

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

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

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

  • 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 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.

  • Other Liabilities means any obligation on account of (a) any Cash Management Services furnished to any of the Loan Parties or any of their Subsidiaries and/or (b) any Bank Product furnished to any of the Loan Parties and/or any of their Subsidiaries.

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

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

  • 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.

  • Exculpation means the exculpation provision set forth in Article X.D hereof.

  • 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).

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

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

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

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Indemnified Persons has the meaning assigned to such term in Section 7.12(c).

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

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