Other Indemnity Provisions definition

Other Indemnity Provisions means, collectively, (i) the Constituent Documents, (ii) the substantive laws of Ohio, and (iii) any other contract to which both Indemnitee and the Company (or a Subsidiary of the Company) are a party.
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Other Indemnity Provisions shall have the meaning ascribed to it in Section 14 below.
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Other Indemnity Provisions has the meaning ascribed to such term in Section 10 hereof.
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Examples of Other Indemnity Provisions in a sentence

  • The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Losses to the extent Indemnitee has otherwise received payment under any insurance policy, the Constituent Documents, Other Indemnity Provisions or otherwise of the amounts otherwise indemnifiable by the Company hereunder.

  • The Company shall not be liable under this Agreement to make any payment to the Indemnitee in respect of any Losses to the extent the Indemnitee has otherwise received payment under any insurance policy, the Constituent Documents, Other Indemnity Provisions or otherwise of the amounts otherwise indemnifiable by the Company hereunder.

  • The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise.

  • The Company will not be liable under this Agreement to make any payment in connection with any Indemnifiable Loss made against Indemnitee to the extent Indemnitee has otherwise actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise of the amounts otherwise indemnifiable hereunder.

  • The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Losses to the extent Indemnitee has otherwise received payment under any insurance policy, any Other Indemnity Provisions or otherwise of the amounts otherwise indemnifiable by the Company hereunder.

  • The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Losses to the extent Indemnitee has otherwise received payment under any insurance policy, the Constituent Documents, Other Indemnity Provisions or otherwise of the amounts otherwise (including from another Enterprise) indemnifiable by the Company hereunder; provided that the foregoing shall not affect the rights of Indemnitee or the Fund Indemnitors (as defined below) as set forth in Section 17.

  • The Company shall not be liable under this Agreement to make any payment to the Indemnitee in respect of any Losses to the extent the Indemnitee has otherwise received payment under any insurance policy, the Certificate of Incorporation and Bylaws, Other Indemnity Provisions or otherwise of the amounts otherwise indemnifiable by the Company hereunder.

  • Except as provided in Section 10, the Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise.

  • The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Losses to the extent Indemnitee has otherwise actually received payment under any insurance policy, the Constituent Documents, Other Indemnity Provisions or otherwise of the amounts otherwise indemnifiable by the Company hereunder.

  • Except as set forth in the proviso to the immediately preceding sentence, the Other Indemnity Provisions shall not be taken into account in construing or applying the provisions of this Agreement, which are intended to operate independently of the Other Indemnity Provisions.


More Definitions of Other Indemnity Provisions

Other Indemnity Provisions means, collectively, (i) the Constituent Documents, (ii) the substantive laws of Maryland, (iii) any other contract to which both Indemnitee and the Company (or a Subsidiary) are a party, and (iv) any vote of the stockholders entitled to vote generally in the election of directors or resolution of the directors.
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Other Indemnity Provisions means, collectively, (i) the Constituent Documents, (ii) the substantive laws of Ohio, and (iii) any other contract to which both Indemnitee and the Company, STERIS, STERIS UK and any other Subsidiary of STERIS are a party, including but not limited to the STERIS Deed and the STERIS UK Deed. (s) “Person” means a “Person” within the meaning of Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company, STERIS or any of their respective Subsidiaries; (ii) a trustee or other fiduciary holding securities under terms of an employee benefit and compensation plans, agreements, arrangements, programs, policies, practices, contracts or agreement of STERIS and/or any of its Affiliates (collectively, “Benefit Plans”); (iii) an underwriter temporarily holding securities pursuant to an offering by STERIS or an Affiliate of STERIS of such securities; or (iv) an Entity owned, directly or indirectly, by the shareholders of STERIS in the same proportions as their ownership of issued shares of STERIS. (t) “Standard of Conduct Determination” means a determination of whether Indemnitee has satisfied any applicable standard of conduct under Ohio law that is a legally required condition precedent to indemnification of Indemnitee under this Agreement against Indemnifiable Losses relating to, arising out of or resulting from an Indemnifiable Claim. (u) “STERIS Deed” means a Deed of Indemnification executed or to be executed between STERIS and an officer or director. (v) “STERIS UK” means STERIS Limited, a company organized under the laws of England and Wales and formerly named STERIS plc. (w) “STERIS UK Deed” means a Deed of Indemnification executed or to be executed between STERIS UK and an officer or director. (x) “Subsidiary” means an entity in which a person directly or indirectly beneficially owns 50% or more of the total combined voting power of securities entitled to vote generally in the election of directors.
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Other Indemnity Provisions has the meaning set forth in Section 13.
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Other Indemnity Provisions means, collectively, (i) the Constituent Documents, (ii) the substantive laws of Ohio, and (iii) any other contract to which both Indemnitee and
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Related to Other Indemnity Provisions

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • 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.

  • 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.

  • 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.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

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

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

  • protection and indemnity risks means the usual risks covered by a protection and indemnity association managed in London, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02 or 1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/11/95) or clause 8 of the Institute Time Clauses (Hulls) (1/10/83) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision;

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

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

  • Purchaser Indemnified Parties has the meaning set forth in Section 8.2.

  • Indemnified Parties shall have the meaning assigned to such term in Section 7.2.

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

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

  • Holder Indemnified Parties has the meaning set forth in Section 7(a).

  • Exculpation means the exculpation provision set forth in Article X.D hereof.

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

  • Purchaser Indemnitees has the meaning set forth in Section 7.02.

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

  • 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.

  • Seller Indemnitees has the meaning set forth in Section 8.03.

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

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).