Approved Indemnification Claim definition

Approved Indemnification Claim has the meaning set forth in Section 8.05(b).
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Approved Indemnification Claim has the meaning specified in Section 9.3(c).
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Approved Indemnification Claim is defined in Section 9.2.
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Examples of Approved Indemnification Claim in a sentence

  • The Indemnifying Party will pay the amount of the Approved Indemnification Claim by wire transfer of immediately available funds (or, with respect to Seller, pursuant to Section 12.07(e)) to the account designated in writing by the Indemnified Party within five (5) Business Days after such claim is determined to be an Approved Indemnification Claim.

  • The Indemnifying Party will pay the amount of the Approved Indemnification Claim by wire transfer of immediately available funds to the account designated in writing by the Indemnified Party within five (5) Business Days after such claim is determined to be an Approved Indemnification Claim.

  • The Indemnifying Party will pay the amount of the Approved Indemnification Claim by wire transfer of immediately available funds (or, in the case of an Indemnifying Seller, by delivery of its shares of Buyer Common Stock to the extent applicable under Article VIII) within five (5) business days after such Claim is determined to be an Approved Indemnification Claim.

  • If a Dispute Notice is received by the Indemnified Party within the Dispute Period and the Indemnified Party and the Indemnitor do not agree to the validity and/or amount of such disputed claim, no payment shall be made until such disputed claim is resolved, whether by adjudication of such matter, agreement between the Indemnified Party and the Indemnitor, or otherwise (and upon any such resolution, such claim shall be deemed to be an Approved Indemnification Claim).

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  • The indemnifying party will pay the amount of the Approved Indemnification Claim by wire transfer of immediately available funds within five (5) business days after such Claim is determined to be an Approved Indemnification Claim.

  • For the avoidance of doubt, in no event shall any Indemnifying Party have any obligation to indemnify any Indemnified Parties pursuant to this Article VIII for a claim that is not an Approved Indemnification Claim.

  • Parent will issue shares of Parent Common Stock in satisfaction of the Approved Indemnification Claim to the Company Indemnified Person within five (5) business days after such Claim is determined to be an Approved Indemnification Claim, or to the Parent Indemnified Person on such date as any Earn-Out Payment is made.


More Definitions of Approved Indemnification Claim

Approved Indemnification Claim has the meaning set forth in Section 10.6(b).
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Related to Approved Indemnification Claim

  • Indemnification Claim has the meaning set forth in Section 10.3.

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

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

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

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

  • Indemnified Matter has the meaning specified in Section 11.4 (Indemnities).

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, 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, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, 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, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

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

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

  • 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.

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Related Indemnified Person of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Indemnification Threshold has the meaning set forth in Section 11.5.

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

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

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

  • 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.

  • 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.

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

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

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

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

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