Special Indemnity Claim definition

Special Indemnity Claim means a claim in respect of any of the Special Indemnity Matters and “Special Indemnity Claims” shall be construed accordingly;
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Special Indemnity Claim shall have the meaning set forth in Section 6.4(c).
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Special Indemnity Claim shall have the meaning set forth in Section 13.03(a).
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Examples of Special Indemnity Claim in a sentence

  • Any claim or demand that would otherwise constitute both a Third-Party Claim and a Special Indemnity Claim shall, for purposes of this Agreement, solely constitute a Special Indemnity Claim to the extent that the Indemnified Party reasonably determines, after consultation with its outside counsel, that such Third-Party Claim cannot be reasonably and appropriately separated from such Special Indemnity Claim.

  • For avoidance of doubt, the Special Indemnity Claim shall not be subject to the Special Threshold Amount.

  • Except for (i) an Absorb Special Indemnity Claim; (ii) a Client Special Indemnity Claim; or (iii) an Excluded Claim (as hereafter defined), each Party’s maximum aggregate liability arising out of or related to this Agreement, whether in contract, tort, or under any other theory of liability, will be limited to the total amount paid by Client hereunder to Absorb in the twelve (12) consecutive months preceding the incident causing the Claim (the “General Liability Cap”).

  • The parties will act in good faith in responding to, defending against, settling or otherwise dealing with any Special Indemnity Claim.

  • Except for (i) an Absorb Special Indemnity Claim or (ii ) an Excluded Claim (as hereafter defined), Absorb’s maximum aggregate liability arising out of or related to this Agreement, whether in contract, tort, or under any other theory of liability, will be limited to the total amount paid or payable by Client hereunder to Absorb in the twelve (12) consecutive months preceding the incident causing the Claim (the “General Liability Cap”).

  • With respect to any Special Indemnity Claim, (A) any disclosure included in the Schedules relating thereto shall not reduce or mitigate any Losses relating thereto and (B) such claim for indemnification may include any Losses arising from, relating to or incurred in connection with any matter disclosed in the Schedules relating thereto.

  • To the extent that the Representative has contested whether or not a Contested Claim is a Special Indemnity Claim and/or whether any loss for which Versant seeks recovery under such Contested Claim is Special Indemnifiable Loss, the arbitrator shall also decide those issues in the Final Award.

  • Notwithstanding anything herein to the contrary, with respect to any Third Party Claim for which Purchaser is seeking indemnification pursuant to Section 6.2(g) (a "Special Indemnity Claim"), Seller shall control the defense and negotiation with respect to such Special Indemnity Claim provided that no settlement or compromise may be reached with respect to such Special Indemnity Claim without Purchaser's prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

  • By entering, you grant permission to be contacted by Firstrust Bank via email, mail or telephone in connection with the Sweepstakes, although you may opt out of receiving such materials at any time.

  • The Selling Shareholder’s indemnity obligation hereunder is limited to 60% of the Special Indemnity Claim.


More Definitions of Special Indemnity Claim

Special Indemnity Claim means a claim with respect to the matters set forth on Schedule SIC.
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Special Indemnity Claim has the meaning set forth in Section 2.8(b).
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Special Indemnity Claim has the meaning set forth in Section 11.1(a).
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Related to Special Indemnity Claim

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

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

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

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

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

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

  • 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.

  • Third Party Claim has the meaning set forth in Section 8.3.

  • 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.

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

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

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

  • 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.

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

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

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

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • First party claimant means an individual, corporation, association, partnership, or other legal entity asserting a right to payment as a covered person under an insurance policy or insurance contract arising out of the occurrence of the contingency or loss covered by such a policy or contract.

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

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

  • 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.

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

  • Indemnified Costs has the meaning specified in Section 8.05(a).

  • 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.

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

  • Indemnified Matters has the meaning specified therefor in Section 12.15.