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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Indemnification Party shall have the meaning set forth in Section 6.05 (c).
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Examples of Indemnification Party in a sentence

  • 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 Purchaser shall indemnify the Company and the Seller Indemnification Parties against and hold them harmless from any Losses suffered or incurred by the Company or any such Seller Indemnification Party to the extent arising from any action of such Person taken pursuant to this Section 7.07.

  • 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 Buyer or any Buyer Indemnification Party shall have any claim for indemnification or breach hereunder (an "Indemnification Claim"), then Buyer shall be entitled to notify the Seller of such an Indemnification Claim and remit any and all payments due under the Purchase Note thereafter to the Escrow Agent to be disbursed by the Escrow Agent in accordance with the terms and provisions of the Escrow Agreement.

  • No amendment, modification or repeal of this Section 13.7 shall have the effect of limiting or denying any rights of an Indemnification Party under this Section 13.7 with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal.

  • 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.

  • Failure to pay amounts due pursuant to this Clause XI within the terms set forth herein shall subject the Indemnification Party to bear the positive variation of the IPCA between the expected date of payment and the date of actual payment, plus interest on late payment of [*****] per month and a fine of [*****] on the corrected amount.

  • Within 30 days after receipt by --------------------------------- Indemnified Party of notice of any claim or any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, in which Indemnification Party has a right to Indemnification hereunder, Indemnified Party will notify the Corporation of the commencement thereof.

Related to Indemnification Party

  • Indemnification Cap has the meaning set forth in Section 9.3(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 10.3.

  • 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, 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.

  • 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 has the meaning set forth in Section 2.5.

  • 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.

  • 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 Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.

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