Secondary Indemnitor definition

Secondary Indemnitor means any individual, corporation, partnership, limited liability company, association, trust, unincorporated organization or other legal entity or organization, other than a Performance Health Entity, which has provided indemnification or insurance to Indemnitee that Indemnitee, the Company and the Secondary Indemnitor intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided in the Agreement.
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Secondary Indemnitor has the meaning set forth in Section 7.4. “Securities Act” means the Securities Act of 1933.
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Secondary Indemnitor has the meaning set forth in Section 1.3.
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Examples of Secondary Indemnitor in a sentence

  • To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, the Company waives any right of contribution or subrogation against the Secondary Indemnitor with respect to the liabilities for which the Company is primarily responsible under this Section 15.

  • Except as set forth in Section 4.2 above, the Company shall not be liable under this Agreement to make any payment in connection with any Indemnifiable Event to the extent Indemnitee has otherwise actually received payment under any insurance policy, from a Secondary Indemnitor or otherwise (without any obligation of Indemnitee to repay any such amount) of the amounts otherwise indemnifiable hereunder.

  • No advancement or payment by the Secondary Indemnitor to or on behalf of a Stockholder Indemnified Party with respect to any claim for which the Stockholder Indemnified Party has sought indemnification from the Company shall affect the foregoing and the Secondary Indemnitor shall, to the extent of such advancement or payment, have a right of contribution from the Company and/or a right of subrogation to all rights of recovery of the Stockholder Indemnified Party against the Company.

  • Any amounts paid to Indemnitee under such insurance policy, from a Secondary Indemnitor or otherwise after the Company has indemnified Indemnitee for such liability or Expense shall be repaid to the Company promptly upon receipt by Indemnitee, in accordance with the terms set forth in Section 3.2.

  • Each Secondary Indemnitor shall be an express third party beneficiary of this Section 7.4.

  • The Secondary Indemnitor are is an express third-party beneficiary of the terms of this Section 15.

  • The Company agrees that, as between the Company and the Secondary Indemnitor, the Company is primarily responsible for amounts required to be indemnified or advanced under the Company’s certificate of incorporation or bylaws or this Agreement and any obligation of the Secondary Indemnitors to provide indemnification or advancement for the same amounts is secondary to those Company obligations.


More Definitions of Secondary Indemnitor

Secondary Indemnitor has the meaning assigned to such term in Section 5.8(e). “Secondary Insurer” has the meaning assigned to such term in Section 5.8(e). “Securities Act” means the Securities Act of 1933, as amended. “Seller Released Parties” has the meaning assigned to such term in Section 5.10(a). “Seller Releasing Parties” has the meaning assigned to such term in Section 5.10(a). “Series A Preferred Stock” has the meaning assigned to such term in Section 3.2(a). “Series B Preferred Stock” has the meaning assigned to such term in Section 3.2(a). “Shareholder Indemnified Parties” has the meaning assigned to such term in Section 10.3.
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Secondary Indemnitor means Onex Corporation, an Ontario corporation, Onex Partners III LP, a Delaware limited partnership, and their respective affiliates, but shall not include the Expo Entities.
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Related to Secondary Indemnitor

  • Primary Indemnitor means any Person (other than the Assuming Institution or any of its Affiliates) who is obligated to indemnify or insure, or otherwise make payments (including payments on account of claims made against) to or on behalf of any Person in connection with the claims covered under Article XII, including without limitation any insurer issuing any directors and officers liability policy or any Person issuing a financial institution bond or banker's blanket bond.

  • 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.

  • 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.

  • 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.

  • Indemnitor has the meaning set forth in Section 12.3.

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

  • Investor Indemnified Party is defined in Section 4.1.

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

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

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

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

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(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.

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

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

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

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

  • Indemnitors has the meaning given to such term in Section 6(h).

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

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

  • Indemnified Person has the meaning set forth in Section 11.3.

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

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

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

  • Holder Indemnified Party is defined in Section 4.1.