Indemnified Expenses definition

Indemnified Expenses has the meaning assigned thereto in Section 5 of the Administrative Services Agreement.

Indemnified Expenses means collectively, all Losses with respect to which any Seller is obligated to indemnify any party pursuant to Section 8.04(a).

Indemnified Expenses means all liabilities, damages, claims, taxes, deficiencies, assessments, losses, penalties, interest, costs and expenses, including without limitation fees and disbursements of trial and appellate counsel.

Examples of Indemnified Expenses in a sentence

• The Company acknowledges and agrees that, as between the Company and its subsidiaries, on the one hand, and the Third Party Indemnitor and its Affiliates (other than the Company and its subsidiaries), on the other hand, the Company shall be primarily liable to the Indemnitee with respect to any Company Indemnified Expenses and any liability of the Third Party Indemnitor or its Affiliates to the Indemnitee shall be secondary liability.

• The Indemnifying Party will advance all reasonable Indemnified Expenses incurred by an Indemnitee in connection with any claim (but not for any claim initiated or brought voluntarily by such Indemnitee) in advance of the final disposition of such claim upon receipt of an undertaking by or on behalf of the Indemnitee to repay amounts so advanced if it shall be finally, judicially determined that such Indemnitee is not entitled to be indemnified by the Indemnifying Party as authorized by this Agreement.

• This way, the company can reward people for longer-term performance rather than skipping them because of a mistake they made last week.

• If any provision or provisions of this Agreement shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee as to Indemnified Expenses to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated and to the full extent permitted by applicable law.

• To the extent that an Indemnitee has been successful on the merits or otherwise in defense of any Indemnified Proceeding, or in defense of a claim, issue or matter in such Indemnified Proceeding, the Indemnitee shall be indemnified against Indemnified Expenses actually and reasonably incurred by Indemnitee in connection with such proceeding.

More Definitions of Indemnified Expenses

Indemnified Expenses means all reasonable out-of-pocket attorneys’ fees and expenses, retainers, court, arbitration and mediation costs, transcript costs, fees of experts, bonds, witness fees, costs of collecting and producing documents, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements, costs or expenses of the types reasonably and customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, appealing or otherwise participating in a proceeding.

Indemnified Expenses has the meaning ascribed to such term in Section 8.7(b).

Indemnified Expenses means all costs and expenses (including but not limited to attorneys' fees) actually and reasonably incurred by an Indemnified Party in connection with defending against such Claims.

Indemnified Expenses has the meaning given to it in Section 9(4);

Indemnified Expenses mean liabilities, costs and expenses (other than Indemnified Audit Claim Expenses) related to an Audit incurred In Good Faith.

Indemnified Expenses shall have the meaning assigned thereto in the -------------------- Administrative Services Agreement.

Indemnified Expenses means (i) any and all amounts paid to third Persons in respect of judgments, damages or penalties with respect to, or amounts paid to third Persons in settlement of, claims (including but not limited to negligence, strict or absolute liability, liability in tort and liabilities arising out of violation of regulatory requirements or other Applicable Laws of any kind), actions or suits and (ii) any and all out-of-pocket costs, Taxes, expenses, disbursements (including reasonable fees and disbursements of counsel and claims, damages, liabilities and expenses relating to environmental matters and to compliance with filing or other regulatory requirements applicable to any Person solely by reason of their participation in the transactions contemplated by the Transaction Documents) and other obligations payable to third Persons, provided, however, that all Indemnified Expenses shall expressly exclude (x) Taxes, other than Documentary Taxes, (y) Economic Losses and (z) Excluded Items. "INDEMNIFIED PARTY" is defined in Section 1 of the Tax Indemnification Agreement. Project Electron Annex A