Company Indemnifiable Losses definition

Company Indemnifiable Losses has the meaning set forth in Section 7.2(b).
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Company Indemnifiable Losses shall have the meaning set forth in Section 6.3 hereof.
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Examples of Company Indemnifiable Losses in a sentence

  • The Losses described in this Section 8.1 are herein referred to as "Company Indemnifiable Losses," and together with the Purchaser Indemnifiable Losses, are referred to herein as the "Indemnifiable Losses." Purchaser shall reimburse the Company Indemnitees for any legal or other expenses incurred by such Company Indemnitees in connection with investigating or defending any such Company Indemnifiable Losses as such expenses are incurred.

  • The Indemnifying Company Stockholders shall, subject to the limitations contained herein, be solely responsible for Company Indemnifiable Losses, severally and not jointly, based on their Pro Rata Share of such Losses.

  • Subject to the exceptions set forth in Section 7.6.3, Monarch shall not be obligated to indemnify the Company Indemnified Parties in respect of the Company Indemnifiable Losses except to the extent that the cumulative amount of all the Company Indemnifiable Losses shall exceed $250,000 (the "Company Threshold"), which excess cumulative amount shall be recoverable in accordance with the terms hereof.

  • The aggregate liability of Parent and the Surviving Corporation to indemnify the Company Indemnitees from and against any Company Indemnifiable Losses shall be limited, in the aggregate, to an amount equal to the Fixed Escrow Amount.

  • Subject to the exceptions set forth in Section 7.6.3, Monarch's aggregate liability for Company Indemnifiable Losses shall not exceed $1,864,892.

Related to Company Indemnifiable Losses

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

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

  • Company Indemnitees shall have the meaning set forth in Section 5.02.

  • Indemnifiable Loss means, with respect to any Person, any action, claim, cost, damage, deficiency, diminution in value, disbursement, expense, liability, loss, obligation, penalty, settlement, suit, or tax of any kind or nature, together with all interest, penalties, legal, accounting and other professional fees and expenses reasonably incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by such Person, whether directly or indirectly.

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

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • 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.

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

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

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

  • 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.

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

  • 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.

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

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

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Purchaser Indemnitees has the meaning set forth in Section 7.02.

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

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

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

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Purchaser Indemnitee As defined in Section 6(a) hereof.