Indemnity Proceeding definition

Indemnity Proceeding has the meaning given that term in Section 13.9.(a).
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Indemnity Proceeding has the meaning set forth in Section 12.9.
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Indemnity Proceeding shall have the meaning as set forth in Section 7.05(c).
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Examples of Indemnity Proceeding in a sentence

  • Borrower shall not be liable for payment of any settlement of any Indemnity Proceeding effected without Borrower’s written consent, but if the same is settled with such consent, Borrower agrees that such settlement is covered by the foregoing indemnity.

  • An Indemnified Party may conduct its own investigation and defense of, and may formulate its own strategy with respect to, any Indemnity Proceeding covered by this Section and, as provided above, all Indemnified Costs incurred by such Indemnified Party shall be reimbursed by the Borrower.

  • If indemnification is to be sought hereunder by an Indemnified Party, then such Indemnified Party shall notify the Borrower of the commencement of any Indemnity Proceeding; provided, however, that the failure to so notify the Borrower shall not relieve the Borrower from any liability that it may have to such Indemnified Party pursuant to this Section 13.9.

  • Notwithstanding the foregoing, an Indemnified Party may settle or compromise any such Indemnity Proceeding without the prior written consent of the Borrowers where (x) no monetary relief is sought against such Indemnified Party in such Indemnity Proceeding or (y) there is an allegation of a violation of law by such Indemnified Party.

  • Counsel handling the Indemnity Proceeding on ----------------------- behalf of any party or parties shall diligently defend the matter and shall keep the other parties fully informed of the status of the Indemnity Proceeding and of any Indemnifiable Claims, including all relevant facts and information pertaining to the action, claims and strategy to be followed.

  • This indemnification shall apply to any Indemnity Proceeding arising during the pendency of any bankruptcy proceeding filed by or against the Borrower and/or any Subsidiary.

  • The Borrowers' indemnification obligations under this Section shall apply to all Indemnity Proceedings arising out of, or related to, the foregoing whether or not an Indemnified Party is a named party in such Indemnity Proceeding.

  • If indemnification is to be sought hereunder by an Indemnified Party, then such Indemnified Party shall notify such Borrower of the commencement of any Indemnity Proceeding; provided, however, that the failure to so notify such Borrower shall not relieve such Borrower from any liability that it may have to such Indemnified Party pursuant to this Section.

  • Borrower shall not be liable for payment of any settlement of any Indemnity Proceeding effected without Borrower's written consent, but if the same is settled with such consent, Borrower agrees that such settlement is covered by the foregoing indemnity.

  • This indemnification shall, among other things, apply to any Indemnity Proceeding commenced by other creditors of any Borrower or any of their Subsidiaries, any shareholder of any Borrower or any of their Subsidiaries (whether such shareholder(s) are prosecuting such Indemnity Proceeding in their individual capacity or derivatively on behalf of such Borrower), any account debtor of any Borrower or any of their Subsidiaries or by any Governmental Authority.


More Definitions of Indemnity Proceeding

Indemnity Proceeding is defined in Section 12.9(a).
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Indemnity Proceeding means: (i) any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism (including appeals and petitions therefrom) based upon or arising out of in part any Indemnifiable Claim, and/or (ii) any threatened, pending or completed hearing, inquiry or investigation (including appeals and petitions therefrom) based upon or arising out of any Indemnifiable Claim that the Indemnitee in good faith believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism. The term Indemnity Proceeding shall be construed broadly to include any action, suit, proceeding or alternative dispute resolution mechanism and all claims directly or indirectly relating to any Indemnifiable Claim, whether civil, criminal, administrative, investigative or otherwise.
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Indemnity Proceeding shall have the meaning set forth in Schedule C as referenced in Section 7.13 of this Servicing Agreement.
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Indemnity Proceeding shall have the meaning given that term in Section 12.10.
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Indemnity Proceeding shall have the meaning assigned and ascribed to such term in Section 13.10(a) of this Agreement.
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Indemnity Proceeding has the meaning given that term in Section 12.9.(a). “Information” has the meaning given that term in Section 12.8. “Information Materials” has the meaning given that term in Section 8.6. “Intellectual Property” has the meaning given that term in Section 6.1.(s). “Interest Period” means, (a) with respect to each Term SOFR Loan, each period commencing on the date such Term SOFR Loan is made, or in the case of the Continuation of a Term SOFR Loan the last day of the preceding Interest Period for such Loan, and ending on the numerically corresponding day in the first, third or sixth calendar month thereafter, as the applicable Borrower may select in a Notice of Borrowing, Notice of Continuation or Notice of Conversion, as the case may be, except that each Interest Period that commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month and (b) with respect to each Bid Rate Loan, the period commencing on the date such Bid Rate Loan is made and ending on any Business Day not less than seven (7) days nor more than 270 days thereafter, as the Company may select as provided in Section 2.3.(b). Notwithstanding the foregoing: (i) if any Interest Period for a Loan would otherwise end after the Termination Date then in effect with respect to such Loan, such Interest Period shall end on such Termination Date; (ii) each Interest Period that would otherwise end on a day which is not a Business Day shall end on the immediately following Business Day (or, if such immediately following Business Day falls in the next calendar month, on the immediately preceding Business Day); and (iii) no tenor that has been removed from this definition pursuant to Section 4.2.(c)(iv) shall be available for specification in any Notice of Borrowing or Notice of Conversion or Notice of Continuation. “Internal Revenue Code” means the Internal Revenue Code of 1986. “Inventory” shall have the meaning ascribed to such term in the UCC, and including within the term items which would be entered on a balance sheet under the line items for “Inventories” or “China, glassware, silver, linen and uniforms” under the Uniform System. “Investment” means, with respect to any Person, any acquisition or investment (whether or not of a controlling interest) by such Person, by means of any of the following: (a) the purchase or ot...
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Related to Indemnity Proceeding

  • Indemnity Claim has the meaning set forth in Section 8.3.

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

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • Litigation Claims means the claims, rights of action, suits or proceedings, whether in law or in equity, whether known or unknown, that any Debtor or any Estate may hold against any Person or Entity, including, without limitation, the Causes of Action of the Debtors or their Estates, in each case solely to the extent of the Debtors’ or their Estates’ interest therein. A non-exclusive list of the Litigation Claims held by the Debtors as of the Effective Date will be Filed with the Plan Supplement, which will be deemed to include any derivative actions filed against any Debtor as of the Effective Date.

  • Third Party Claim has the meaning set forth in Section 8.3.

  • Legal Action means and includes any claim, counterclaim, demand, action, suit, counterclaim, arbitration, inquiry, proceeding or investigation before any

  • Third Party Claims has the meaning set forth in Section 11.1.

  • Adjudicative proceeding means the procedure to be followed in contested cases, as set forth in RSA 541-A:31 through RSA 541-A:36.

  • Litigation means any action, suit or proceeding before any court, mediator, arbitrator or Governmental Authority.

  • Proceeding means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

  • Indemnified Matter has the meaning specified in Section 11.4 (Indemnities).

  • Indemnifiable Claim means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, trustee or agent of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate directly or indirectly caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

  • Tax Proceeding has the meaning set forth in Section 5.2(a).

  • Indemnity Payment shall have the meaning set forth in Section 4.4(a).

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

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

  • Third Party Infringement Claim has the meaning set forth in Section 5.4.

  • Claim means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, whether civil, criminal, administrative, regulatory or other, and whether at law, in equity or otherwise brought against an Indemnified Person.

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