Obligation to Indemnify definition

Obligation to Indemnify has the meaning given to it in Clause Twenty-third of this Agreement.
Sample 1

Examples of Obligation to Indemnify in a sentence

  • Section 6.1 Survival of Representations and Warranties and Covenants 12 Section 6.2 Obligation to Indemnify 13 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”.

  • Notwithstanding any provision of this Policy to the contrary, in no event shall the timing of the Eligible Employee’s execution of the Waiver and Release Agreement, directly or indirectly, result in the Eligible Employee designating the calendar year of any severance payment, and if a payment that is subject to 9 execution of the Waiver and Release Agreement could be made in more than one taxable year, payment shall be made in the later taxable year.

  • This Comprehensive Agreement is exclusively for the benefit of the City and the Developer and shall not provide, and is not intended to limit or obviate the rights of any third-party City Indemnitees as provided in Section 22.1 (Developer’s Obligation to Indemnify) with any remedy, claim, liability, reimbursement, cause of action or other rights.

  • However, finding the best type of sensor and the best circuit to make the data accurate will take some testing.

  • Obligation to Indemnify It is understood that the Commission shall be obligated to provide professional liability insurance or to indemnify for malpractice only if the following conditions are met: The services are or were performed under the auspices of the House Officer Training Program and in a site and program approved by the Chief Executive Officer and Department Chief as part of the Cambridge Hospital’s Residency training program.

  • Bristow/AL’s claim of RLC’s duty to defend was timely.B. Delaware Workers’ Compensation Statute Bars Contractual Obligation to Indemnify.

  • For greater certainty, Section 4.5 [Project Co Persons] applies to this Section 9.1 [Project Co’s Obligation to Indemnify].

  • This Section 9.1 [Project Co’s Obligation to Indemnify] may be relied upon by the Authority Indemnified Persons and may be enforced directly by any of them against Project Co in the same manner and for the same purpose as if pursuant to a contractual indemnity directly between them and Project Co.

  • INDEMNIFICATION 16 Section 8.1 Survival of Representations and Warranties and Covenants 16 Section 8.2 Obligation to Indemnify 17 Section 8.3 Limitations on Liability 18 Section 8.4 Satisfaction of Claims 19 Section 8.5 Disbursements of Escrow Amount 19 Section 8.6 Defense of Third-Party Claims 19 Section 8.7 Claims Procedure 21 Section 8.8 Subrogation 22 Section 8.9 Indemnification Payments 22 Section 8.10 Remedies Exclusive 22 Section 8.11 License Agreement and Prior License Termination 23 ARTICLE IX.

  • This Section 9.1 [Project Co’s Obligation to Indemnify] may be relied upon by the Province Indemnified Persons and may be enforced directly by any of them against Project Co in the same manner and for the same purpose as if pursuant to a contractual indemnity directly between them and Project Co.

Related to Obligation to Indemnify

  • 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 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.

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

  • 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.

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

  • Fiduciary Indemnified Person means each of the Institutional Trustee (including in its individual capacity), the Delaware Trustee (including in its individual capacity), any Affiliate of the Institutional Trustee or the Delaware Trustee, and any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Institutional Trustee or the Delaware Trustee.

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

  • Indemnified Liability means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

  • Indemnified Costs has the meaning specified in Section 8.05(a).

  • 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.

  • 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.

  • Fund Indemnified Persons means the Fund and its affiliates and trustees, officers, partners, employees, agents, representatives and control persons entitled to indemnification by the Holders under Section 7.

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

  • Holder Indemnified Party is defined in Section 4.1.

  • Lender Indemnitees shall have the meaning set forth in Section 11.13(b).

  • Company Indemnitees shall have the meaning set forth in Section 5.02.

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Liquidity Indemnitee means the Liquidity Provider, its directors, officers, employees and agents, and its successors and permitted assigns.

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

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

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

  • Indemnify means an undertaking to pay any damages, claim or taxed costs awarded by a court or agreed to by the municipality in terms of a formal settlement process;

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

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • 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.