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.

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

  • 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.

  • 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.

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

  • Borrower also agrees to reimburse each Securitization Indemnified Party, within ten (10) Business Days after request therefor, 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.

  • Seller's obligations set forth above shall be deemed part of Seller's Indemnification Liabilities for purposes of this Agreement.

  • The Agreement shall be conditional upon Sim Leisure Escape obtaining all necessary consent and/or authorisation from governmental authority which are material for the commencement of the construction works and/or operation of the Escape Park @KL Base, in relation to the Project.


More Definitions of Indemnification Liabilities

Indemnification Liabilities is defined in Section 20 of this Settlement Agreement.
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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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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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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, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • 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, 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, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, 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, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Indemnification Claim has the meaning set forth in Section 10.3.