Asserted Indemnification Claim definition

Asserted Indemnification Claim means any matters or circumstances for which notice has been furnished to, demand has been made upon, or asserted against the Agent or any Secured Party, in writing, that are subject to the indemnity provisions of this Agreement and/or the Other Documents and that the Agent has determined could reasonably and in good faith be expected to result in direct or actual damages and expenses to the Agent or any applicable Secured Party, including, without limitation, the anticipated reasonable out-of-pocket fees and expenses of legal counsel and other professionals.
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Asserted Indemnification Claim means any matters or circumstances for which notice has been furnished to, or demand has been made upon or asserted against, the applicable Secured Party or Claimholder, whether in writing or threatened orally, that the applicable Secured Party has determined could reasonably be expected to result in direct or actual damages and expenses to the applicable Secured Party or any applicable Claimholder and which are subject to indemnification by any of the Loan Parties pursuant to the terms of the applicable Loan Documents.
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Asserted Indemnification Claim means any matters or circumstances for which notice has been furnished to, demand has been made upon, or asserted against the applicable Agent or any Claimholder, whether in writing or threatened orally, that the applicable Agent has determined could reasonably be expected to result in direct or actual damages and expenses to the applicable Agent or any applicable Claimholder and which are subject to indemnification by the Credit Parties pursuant to the terms of the Revolving Credit Agreement or Note Purchase Agreement, as applicable.
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More Definitions of Asserted Indemnification Claim

Asserted Indemnification Claim means any matters or circumstances for which notice has been furnished to, demand has been made upon, or asserted against the Revolving Credit Agent or any Revolving Credit Secured Party, whether in writing or threatened orally, that the Revolving Credit Agent has determined could reasonably be expected to result in direct or actual damages and/or expenses to the Revolving Credit Agent or any Revolving Credit Secured Party and which are subject to indemnification by the Loan Parties pursuant to the terms of the Revolving Credit Loan Documents.
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Related to Asserted 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.

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

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

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

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

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

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

  • 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.

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

  • 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.

  • 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.

  • 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, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

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

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

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

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

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

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

  • 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.

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

  • 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.

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

  • 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.