Reorganisation Indemnity Claim definition

Reorganisation Indemnity Claim means any claim arising under or in connection with the Reorganisation Indemnity;
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Reorganisation Indemnity Claim has the meaning given in Clause 6.1.3;
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Reorganisation Indemnity Claim means a claim pursuant to or under the indemnity set out in Part C of Schedule 12;
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Examples of Reorganisation Indemnity Claim in a sentence

  • The Buyer shall (and following Completion shall procure that each member of the Buyer’s Group shall) take all reasonable action(s) to mitigate any loss suffered by it or the relevant member(s) of the Group which would, could or might result in a Claim or Reorganisation Indemnity Claim against any of the Sellers.

  • If the same fact, matter, event or circumstance gives rise to more than one Claim, Separation Claim, Reorganisation Indemnity Claim or Tax Covenant Claim or an adjustment to the Consideration, the Buyer shall not be entitled to recover more than once in respect of the same loss.

  • The Seller shall not be liable for any indirect or consequential losses arising out of any Reorganisation Indemnity Claim, Reorganisation Indemnity Tax Claim, any Specified Tax Claim or any Specific Indemnity Claim.

  • For the avoidance of doubt, the application of Schedule 27 shall not constitute an adjustment to the Consideration for the purposes of the Buyer’s rights in respect of any Claim, Separation Claim, Reorganisation Indemnity Claim or Tax Covenant Claim.

Related to Reorganisation Indemnity Claim

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

  • Liability Claim has the meaning set forth in Section 7.2(a).

  • Indenture Indemnitee means (i) WTNA and the Mortgagee, (ii) each separate or additional trustee appointed pursuant to the Trust Indenture, (iii) the Subordination Agent, (iv) each Liquidity Provider, (v) each Pass Through Trustee and each Related Note Holder, (vi) the Paying Agent, (vii) the Escrow Agent and (viii) each of the respective directors, officers, employees, agents and servants of each of the persons described in clauses (i) through (vii) inclusive above.

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

  • 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 Claim has the meaning set forth in Section 8.3.

  • Insured Claim means any Claim arising from an incident or occurrence alleged to have occurred prior to the Effective Date that is covered under an insurance policy applicable to the Debtors or their businesses.

  • Indemnified Party shall have the meaning set forth in Section 5(c).

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

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

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

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

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

  • Third party claimant means any individual, corporation, association, partnership, or other legal entity asserting a claim against any individual, corporation, association, partnership, or other legal entity insured under an insurance policy or insurance contract.

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

  • Indemnified Claim has the meaning set forth in Section 8.2.

  • 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.

  • Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • 503(b)(9) Claim means a Claim or any portion thereof entitled to administrative expense priority pursuant to section 503(b)(9) of the Bankruptcy Code.

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

  • Released Claim means the matters that are subject to release and discharge pursuant to ARTICLE 10 hereof;

  • 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.

  • Product Liability Claim means a Claim of a Third Party (other than a Claim arising out of use of the Product in a clinical trial) that (i) arises as a result of the use of the Product during the Term that results in personal injury or death or (ii) is in anticipation of or intended to prevent or forestall personal injury or death as a result of the use of the Product during the Term.

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