Xxxxxx Indemnitee definition

Xxxxxx Indemnitee has the meaning set forth in Section 9.1.2.

Xxxxxx Indemnitee means Xxxxxx, each other member of the Xxxxxx Group and each of their respective former and current directors, officers and Employees, and each of the heirs, executors, successors and assigns of any of the foregoing.

Xxxxxx Indemnitee is defined in Section 6.02.

Examples of Xxxxxx Indemnitee in a sentence

• The Customer will indemnify the J.X. Xxxxxx Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the J.X. Xxxxxx Indemnitees as a result of any action or omission taken in accordance with any Instruction, except to the extent that such Liabilities are caused by the fraud, negligence or willful misconduct of a J.X. Xxxxxx Indemnitee in the manner in which it carries out the Instruction.

• Nevertheless, the Customer will not be obligated to indemnify any X.X. Xxxxxx Indemnitee under the preceding sentence with respect to any Liability for which X.X. Xxxxxx is liable under Section 5.2(a) of this Agreement.

• We may also need to close a facility or part of it for repair/refurbishment on the grounds of health and safety or improving customer service.

• Any Xxxxxx Indemnitee or SuperGen Indemnitee, as the case may be, shall notify SuperGen or Xxxxxx (the "Indemnifying Party") promptly in writing of an indemnifiable claim or cause of action under Article 15.1 or 15.2 upon receiving notice or being informed of the existence thereof.

• No settlement or compromise that imposes any liability or obligation on any X.X. Xxxxxx Indemnitee will be made without the X.X. Xxxxxx Xxxxxxxxxx’s prior written consent.

• A X.X. Xxxxxx Indemnitee shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without the Customer’s prior written consent, which consent will not be unreasonably withheld or delayed, where such entry of judgment or settlement involves will result in the Customer making a payment in excess of $50,000.

• X.X. Xxxxxx Indemnitee shall notify the Customer in writing promptly after determining that it will seek indemnity under this Section 7.1 for any litigation or proceeding brought against such X.X. Xxxxxx Indemnitee.

• The Customer will indemnify the X.X. Xxxxxx Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the X.X. Xxxxxx Indemnitees as a result of any action or omission taken in accordance with any Instruction unless the Liabilities result from an act of negligence, fraud or willful misconduct on the part of a X.X. Xxxxxx Indemnitee with respect to the manner in which such Instructions are followed.

• For purposes of rendering that opinion, we have examined the Post-Effective Amendment, the Declaration of Trust of the Fund, as amended, and Bylaws of the Fund, as amended, and the actions of the Board of Trustees of the Fund that provide for the issuance of the Shares, and we have made such other investigation as we have deemed appropriate.

• Nevertheless, the Customer will not be obligated to indemnify any X.X. Xxxxxx Indemnitee under this Section 7.1(c) with respect to any Liability for which X.X. Xxxxxx is liable under Section 5.2(a) of this Agreement.

More Definitions of Xxxxxx Indemnitee

Xxxxxx Indemnitee means Xxxxxx, any Affiliate of Xxxxxx, and any officer, director, employee, agent, or other representative of such entities. The term "Damages" shall mean any and all monetary damages, liabilities, fines, fees, penalties, interest obligations, deficiencies, losses, costs, expenses (including reasonable fees and expenses of attorneys, accountants, actuaries, and other experts).

Xxxxxx Indemnitee shall have the meaning set forth in Section 17.1.

Xxxxxx Indemnitee has the meaning set forth in Section 10.2.