Other Liabilities definition
Examples of Other Liabilities in a sentence
To the extent that Indemnitee has been successful on the merits or otherwise in the defense of any Proceeding referred to in Section 2(a) above or in the defense of any claim, issue or matter described therein, the Company shall indemnify Indemnitee against Expenses and Other Liabilities incurred in connection therewith.
Payments of Expenses and Other Liabilities shall be made as soon as practicable following a determination pursuant to Section 8, but in any event no later than 30 days after a written demand for indemnification is delivered to the Company (which written demand shall include Indemnitee’s selection of the Reviewing Party pursuant to Section 8(c)), unless and to the extent a determination is made pursuant to Section 8 that Indemnitee is not entitled to indemnification hereunder for such amounts.
Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise (including dismissal without prejudice) in defense of any or all Proceedings arising out of, relating to or resulting from any Indemnifiable Event, or in defense of any issue or matter therein, Indemnitee shall be indemnified against all Expenses and Other Liabilities incurred in connection therewith.
The Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee for Other Liabilities if such indemnification is prohibited by law as determined by a court of competent jurisdiction in a final adjudication not subject to further appeal.
Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, unless the Company is a named co-defendant with Indemnitee (or the Company is the recipient of such threat), Indemnitee shall, if Indemnitee believes the advancement of Expenses or the indemnification of Expenses or Other Liabilities with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof.