Right to Indemnification definition

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Right to Indemnification. Even in an event where an argument is made against the Parties Entitled to Indemnification, that they are not entitled to indemnification for any reason, the Parties Entitled to Indemnification, immediately upon their initial request, shall be entitled to payment of the amount they are owed for the ‘Indemnification Undertaking’. In the event of a conclusive judicial ruling that the Parties Entitled to Indemnification have no Right to Indemnification, the Parties Entitled to Indemnification shall return the Indemnification Undertaking amounts paid to them. Without derogating from the compensation rights granted to the Trustee under the Law and subject to the provisions set forth in this Deed and/or the Company's obligations under this Deed, the Parties Entitled to Indemnification shall be entitled to indemnification subject to the satisfaction of the Indemnification Undertaking, out of the funds received by the Trustee from the proceedings that it initiated, and the Trustee may withhold the funds in its possession and pay out of them the amounts necessary for payment of such indemnity. All the above amounts shall have priority over the rights of the Noteholders and subject to the provisions of applicable law and provided that the Trustee acted in good faith and in accordance with the duties imposed on it under applicable law and this Deed. This is an unofficial convenience translation of the Deed of Trust in Hebrew (the "Hebrew Deed of Trust"). Only the Hebrew Deed of Trust is governing the terms of the Notes. In any conflict or inconsistency between this translation and the Hebrew Deed of Trust, the latter shall govern. - 48 - 23.2. Without derogating from the validity of the Indemnification Undertaking in Section 23.1 above, whenever the Trustee was required under the terms of the Deed of Trust and/or the Law and/or order of any competent authority and/or in accordance with applicable law and/or pursuant to a request of the Noteholders and/or pursuant to the Company’s request and/or for purpose of protecting the rights of the Noteholders (Series B), to take any action, including but not limited to initiation of proceedings or filing claims per the request of the Noteholders (Series B) as set forth in this Deed, the Trustee shall be entitled to refrain from taking any such action until it receives a cash deposit to its reasonable satisfaction for covering the Indemnification Undertaking (hereinafter: the “Financing Cushion”), in the required amount to be r...

Examples of Right to Indemnification in a sentence

A claim to which indemnification applies under Section 10.1 (Coherus’ Right to Indemnification) or Section 10.2 (Licensee’s Right to Indemnification) shall be referred to herein as an “Indemnification Claim”.
A claim to which indemnification applies under Section 10.1 (BioGenerics’ Right to Indemnification) or Section 10.2 (Licensee’s Right to Indemnification) shall be referred to herein as an “Indemnification Claim”.
If a claim under Section 5.01 (Right to Indemnification) or Section 5.02 (Right to Advancement of Expenses) is not paid in full by the Corporation within 60 days after a written claim therefor has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim.
A claim to which indemnification applies under Section 9.1 (Coherus’ Right to Indemnification) or Section 9.2 (Distributor’s Right to Indemnification) shall be referred to herein as an “Indemnification Claim”.
INSURANCE, LIMITATION ON LIABILITY AND INDEMNIFICATION 22 Section 15.1. Insurance 22 Section 15.2. Limitations on Liability 22 Section 15.3. Right to Indemnification 22 15.3.1 Indemnified Persons 22 15.3.2 Denial of Authorization for Certain Proceedings 23 15.3.3 Certain Defined Terms 23 15.3.4 Expenses 23 15.3.5 Protection of Rights 23 15.3.6 Miscellaneous 24 ARTICLE XVI.
Vacancies 17 7.1. Limitation of Liability 17 7.2. Limitation of Liability 17 7.3. Right to Indemnification 17 7.4. Enforcement of Indemnification 18 7.5. Advancement of Expenses 18 7.6. Non-Exclusivity 19 7.7. Insurance 19 7.8. Amendment and Vesting of Rights 19 7.9. Definitions 19 7.10.
Indemnification and Advancement of Expenses 12 Section 6.01 Right to Indemnification 13 Section 6.02 Advancement of Expenses 13 Section 6.03 Claims 13 Section 6.04 Non-exclusivity of Rights 13 Section 6.05 Other Sources 13 Section 6.06 Amendment or Repeal 13 Section 6.07 Other Indemnification and Advancement of Expenses 13 Article VII.
Section 10.1 Survival; Right to Indemnification Not Affected by Knowledge.
Section 11.1 Buyer Indemnified Parties' Right to Indemnification........................
INDEMNIFICATION 32 8.1 Survival of Representations and Covenants; Liability Limits 32 8.2 Indemnification by Seller 33 8.3 No Contribution 34 8.4 Third Party Beneficiaries 35 8.5 Third Party Claims 35 8.6 Exclusive Remedy 36 8.7 Right to Indemnification 36 8.8 Purchase Price Adjustment 37 9.

More Definitions of Right to Indemnification

Right to Indemnification. The Company shall, except to the extent prohibited by applicable law as then in effect, indemnify any Indemnitee who is or was involved in any manner (including, without limitation, as a party or witness), or is threatened to be made so involved, in any threatened, pending, or completed investigation, claim, action, suit, or proceeding whether civil, criminal, administrative, or investigative (including, without limitation, any action, suit, or proceeding by or in the right of the Company to procure a judgment in its favor) (herein referred to as a "Proceeding"), by reason of the fact that such person is or was a director or officer of the Company, and/or is or was serving at the request of the Company as a director or officer, of any Company affiliate, against all expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding; provided, however, that, except as provided in Paragraph 3.4, the foregoing shall not apply to a director or officer of the Company with respect to a Proceeding that was commenced by such director or officer. Such indemnification shall include the right to receive payment in advance of any expenses incurred by Indemnitee in connection with such Proceeding, consistent with the provisions of applicable law as then in effect. 3 Advancement of Expenses; Procedures;