Indemnification Definitions Clause Samples
The Indemnification Definitions clause establishes the specific meanings of key terms used within the indemnification section of a contract. It typically clarifies what constitutes a "claim," who qualifies as an "indemnitee" or "indemnitor," and what types of losses or liabilities are covered. By precisely defining these terms, the clause ensures that all parties have a shared understanding of their rights and obligations regarding indemnification, thereby reducing ambiguity and potential disputes over the scope of indemnity.
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Indemnification Definitions. As used in subsections "a" and "c" of this section--“Charges” means claims, judgments, costs, damages, losses, demands, liabilities, duties, obligations, fines, penalties, royalties, settlements (as long as Company has the sole authority to direct the defense of and settle the indemnified claim/s), and expenses (included without limitation within “Charges” are (1) interest and reasonable attorneys' fees assessed as part of any such item, and (2) amounts for alleged violations by Company or the Company’s subcontractors or anyone directly or indirectly employed by any of them of pollution, or other environmental laws, regulations, ordinances, rules, or orders that arise out of the handling, transportation, deposit, or delivery by Company or the Company’s subcontractors or anyone directly or indirectly employed by any of them of the items that are the subject of this contract). "Indemnitees" means City and its officers, officials, independent contractors, agents, and employees, and does not include Company.
Indemnification Definitions. The following definitions apply unless modified on the Cover Page.
Indemnification Definitions. For purposes of this Section 8, the following definitions shall apply:
Indemnification Definitions. (a) For purposes of this Agreement, "Damages" means all demands, claims, actions or causes of action, assessments, losses, damages, costs, expenses, liabilities, judgments, awards, fines, sanctions, penalties, charges and amounts paid in settlement, in each case resulting in actual out-of-pocket, lost "benefit of the bargain or other monetary loss, including (y) interest on cash disbursements in respect of any of the foregoing at a rate per annum equal to the prime rate as published by Bank of America, NT&SA, compounded quarterly, from the date each such cash disbursement is made until the person incurring the same shall have been indemnified in respect thereof and (z) reasonable costs, fees and expenses of attorneys, experts, accountants, appraisers, consultants, witnesses, investigators and any other agents of such person. Without limiting the generality of the foregoing, effective after the Closing, any Damages to Microsource arising out of any such breach by Microsource (where such breach occurs before the Closing), shall be deemed to be Damages to Giga-tronics, and Giga-tronics shall be entitled to assert a claim under Article IX with respect thereto.
Indemnification Definitions. “Claim” means, as applicable, any IP Claim and any Customer Indemnifiable Claim. “Indemnitor” means a party that is required to provide indemnification pursuant to these Standard Terms. “Indemnitee” means a party seeking indemnification pursuant to these Standard Terms and includes Customer Indemnitees and CENTEGIX Indemnitees.
Indemnification Definitions. For the purposes of this Article 12, the following terms shall have the following meanings:
Indemnification Definitions. A. For purposes of this Section 1 only, the following terms shall have the meanings listed:
i. Claims means all claims, damages, liability, losses, costs and expenses, court costs and reasonable attorneys' fees, including attorneys’ fees incurred by the City in the enforcement of this indemnity obligation.
Indemnification Definitions. The Party providing indemnification is the “Indemnifying Party,” the Party receiving the indemnification (and each of its parents, subsidiaries, Subsidiaries, officers, directors, partners, employees, agents, and representatives and each of their permitted successors and assigns) is the “Protected Party.” “Claim” means direct and provable costs, expenses, penalties, fines, and other judgments (at equity or at law) and damages (including, without limitation, amounts paid in settlement, costs of investigation, and reasonable attorneys’ fees and expenses). “Covered Damages” are Claims arising from third party allegations arising out of or relating to Indemnifying Party’s breach of any representation, warranty, covenant, agreement, or undertaking in this Agreement, or a violation of law. Covered Damages for each Party does not include any Claims arising from such Party’s own violation of law or bad faith failure to perform its obligations under this Agreement.