Indemnification Party definition

Indemnification Party has the meaning set forth in Section 6.10(a).
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Indemnification Party has the meaning set forth in Section 9.3.
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Examples of Indemnification Party in a sentence

  • Notwithstanding anything to the contrary set forth in this Agreement, the Indemnifying Parties (i) shall not be liable for any settlement effected without their prior written consent and (ii) shall not have any obligation hereunder to any Indemnification Party to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable law.

  • Notwithstanding the foregoing, the Indemnifying Parties shall not be obligated to advance any expenses or costs prior to receipt of an undertaking by or on behalf of the Indemnification Party to repay any expenses advanced if it shall ultimately be determined that the Indemnification Party is not entitled to be indemnified against such expense.

  • In the event of a final and non-appealable determination by a court that any payment of expenses is prohibited by applicable law, the Indemnification Party shall promptly refund to the Indemnifying Party the amount of all such expenses theretofore advanced pursuant hereto.

  • Upon receipt of such notice, the Indemnification Party shall promptly retain counsel (who shall be reasonably acceptable to the Indemnified Party) to represent the Indemnification Party and Indemnified Party in such matter, and the Indemnification Party shall pay the reasonable fees and disbursements of such counsel relating to such matter.

  • Notwithstanding the foregoing, the Indemnifying Parties shall not be obligated to advance any expenses or costs prior to receipt of an undertaking by or on behalf of the Indemnification Party to repay any expenses advanced if it shall ultimately be determined that the Indemnification Party is not entitled to be indemnified against such expense pursuant to the last sentence of this Section 5.9(b).

  • Notwithstanding anything to the contrary set forth in this Agreement, the Indemnifying Party (i) shall not be liable for any settlement affected without its prior written consent, and (ii) shall not have any obligation hereunder to any Indemnification Party to the extent that a court or competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable law.

  • Notwithstanding the foregoing, the Indemnifying Party shall not be obligated to advance any expenses or costs prior to receipt of an undertaking by or on behalf of the Indemnification Party to repay any expenses advanced if it shall ultimately be determined that the Indemnification Party is not entitled to be indemnified against such expense.

  • If any claim or demand is asserted against any Party (“Indemnified Party”) in respect of which the Indemnification Party may be entitled to indemnification under the provisions of Section 9 written notice of such claim or demand shall promptly be given to the Party (“Indemnifying Party”) from whom indemnification may be sought.

  • The right to procure such insurance on behalf of the Indemnified Parties shall in no way mitigate or otherwise affect the right of any such Indemnification Party to indemnification pursuant to Section 6.7(A) hereof.

  • This will be to get the correct Unique Consignment Number (UCN) to attribute to your FFD.

Related to Indemnification Party

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

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

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

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

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

  • 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.

  • 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.

  • Indemnifier means any Party obligated to provide indemnification under this Agreement;

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

  • 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.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Indemnified Person has the meaning set forth in Section 11.3.

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

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

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

  • 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 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.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

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

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

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

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

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Related Indemnified Person of an indemnified person means (a) any controlling person or controlled affiliate of such indemnified person, (b) the respective directors, officers, or employees of such indemnified person or any of its controlling persons or controlled affiliates and (c) the respective agents of such indemnified person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such indemnified person, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of this Agreement and the Term Loans.

  • Indemnified Party shall have the meaning set forth in Section 5(c).