Adjudged definition
Examples of Adjudged in a sentence
However, indemnification with respect to any Proceeding by or in the right of the Company or in which liability shall have been Adjudged in the circumstances described in Section 2-418(c) of the MGCL shall be limited to Expenses.
Any such change that would narrow or interfere with Indemnitee’s rights hereunder shall not apply to, limit, or affect the interpretation of, this Agreement, unless and then only to the extent that it has been Finally Adjudged that its application hereto does not constitute an unconstitutional impairment of Indemnitee’s contract rights or otherwise violate applicable law.
A failure to notify the Company in accordance with this subsection (e)(i) will not, however, relieve the Company from any liability to Indemnitee under this Agreement unless (and then only to the extent that) such failure is Finally Adjudged to have materially prejudiced the Company’s ability to defend the Proceeding.
For the avoidance of doubt, in the event that Indemnitee is not wholly successful and is Adjudged liable, the Company shall indemnify Indemnitee to the maximum extent not prohibited by (and not merely to the extent affirmatively permitted by) Maryland law and as permitted by Sections 3, 4 5 and 6 of this Agreement.
If the Estimated Vendor Stamp Duty Amount is higher than the Adjudged Vendor Stamp Duty Amount, the Buyer shall forthwith return to the Vendor the cheque referred to in Clause 4.2(a)(iv) and the Vendor shall provide to the Buyer a cheque in favour of “The Government of the Hong Kong Special Administrative Region” equal to the Adjudged Vendor Stamp Duty Amount immediately on demand by the Buyer.
For the avoidance of doubt, in the event that Indemnitee is not wholly successful and is Adjudged liable, the Company shall indemnify Indemnitee to the maximum extent not prohibited by (and not merely to the extent affirmatively permitted by) Maryland law and as permitted by Sections 3, 4, 5 and 6 of this Agreement.
The Company’s obligation to provide an Expense Advance is subject only to the following condition: Indemnitee or his or her representative must have executed and delivered to the Board an undertaking (in the form of attached Exhibit B) (the “Statement of Undertaking”) to repay all Expense Advances if and to the extent that it may be Finally Adjudged that Indemnitee is not entitled to be indemnified for such Expense Advance under one or more of clauses (i) through (iv) of the first sentence of Section 1(a).
The Company’s obligation to provide an Expense Advance is subject only to the following condition: Indemnitee or his or her representative must have executed and delivered to the CEO an undertaking (in the form of attached Exhibit B) (the “Statement of Undertaking”) to repay all Expense Advances if and to the extent that it may be Finally Adjudged that Indemnitee is not entitled to be indemnified for such Expense Advance under one or more of clauses (i) through (iv) of the first sentence of Section 1(a).
A failure to notify the Company in accordance with this Section 1(e)(i) (or to provide supplements in accordance with Section 1(e)(ii)) will not, however, relieve the Company from any liability to Indemnitee under this Agreement unless (and then only to the extent that) such failure is Finally Adjudged to have materially prejudiced the Company’s ability to defend the Proceeding.
A failure to notify the Company in accordance with this Section 1(e)(i) will not, however, relieve the Company from any liability to Indemnitee under this Agreement unless (and then only to the extent that) such failure is Finally Adjudged to have materially prejudiced the Company’s ability to defend the Proceeding.