Company Indemnified Liabilities definition

Company Indemnified Liabilities has the meaning set forth in Section 6.02.
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Company Indemnified Liabilities means all suits, proceedings, claims, expenses, losses, costs, liabilities, judgments, deficiencies, assessments, actions, investigations, penalties, fines, settlements, interest and damages (including reasonable attorneys’ fees and expenses), whether suit is instituted or not and, if instituted, whether at any trial or appellate level, and whether raised by the parties hereto or a third party, incurred or suffered by the Company Indemnitees or any of them arising from, in connection with or as a result of (a) any false or inaccurate representation or warranty made by or on behalf of Pixorial or Axxxxx in or pursuant to this Agreement; (b) any default or breach in the performance of any of the covenants or agreements made by Pixorial or Axxxxx in or pursuant to this Agreement; (c) any default or breach in the performance of any of the covenants or agreements made by Axxxxx in or pursuant to the Consulting Agreement; (d) the operation of the Assets and the Business prior to the Closing Date; (e) any Pixorial ’s Obligations; and (f) any obligation or liability of Pixorial which Company has not assumed.
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Company Indemnified Liabilities has the meaning ascribed to such term in Section 7.11(b).
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Examples of Company Indemnified Liabilities in a sentence

  • To the extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law.

  • The Purchaser shall be liable under this Section 7.5(b) in respect of Company Indemnified Liabilities only to the extent the aggregate of such Company Indemnified Liabilities exceed $10,000, in which case the Purchaser shall be liable under this Section 7.5(b) for all Company Indemnified Liabilities up to a maximum aggregate amount equal to the greater of (i) the Cummins Family Produce Value or (ii) the Initial Closing Consideration Value.

  • Notwithstanding the foregoing, Company Indemnified Liabilities shall not include any liability of any Company Indemnitee to the extent it arises out of: (i) such Company Indemnitee's willful misconduct, gross negligence, or fraudulent action(s) or (ii) the breach of any representation, warranty or covenant in the Transaction Documents by such Company Indemnitee.

  • To the extent that the undertaking by the Purchaser in this Section 7.5(b) may be unenforceable for any reason, and subject to the limitations set forth above, the Purchaser shall make the maximum contribution to the payment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law.

  • To the extent permitted by law, the parties acknowledge and agree that the indemnification set forth in this Section 7.5(b) shall be the exclusive remedy of the Company Indemnitees against the Purchaser for any Company Indemnified Liabilities.

  • Notwithstanding the foregoing, Company Indemnified Liabilities shall not include any liability of any Company Indemnitee arising out of such Company Indemnitee’s gross negligence or willful misconduct and the Purchaser shall only be required to make indemnification to the extent of the aggregate dollar amount of the Notes purchased by it.

  • To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law.

  • To the extent that the foregoing undertaking by such Investor may be unenforceable for any reason, such Investor shall make the maximum contribution to the payment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law.

  • Notwithstanding the foregoing, Company Indemnified Liabilities shall not include any liability of any Company Indemnitee arising solely out of such Company Indemnitee’s willful misconduct or fraudulent action(s).

  • To the extent that the foregoing undertaking by the Investor Indemnitor may be unenforceable for any reason, the Investor Indemnitor shall make the maximum contribution to the payment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law.


More Definitions of Company Indemnified Liabilities

Company Indemnified Liabilities shall have the meaning ascribed to it in Section 11.2.
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Company Indemnified Liabilities has the meaning set forth in Section 6.6(a) of this Agreement.
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Company Indemnified Liabilities means Liabilities arising from:
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Related to Company Indemnified Liabilities

  • Indemnified Liabilities has the meaning specified in Section 10.05.

  • Indemnified Liability means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • 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.

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

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

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

  • 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.

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

  • Indemnified Amounts Defined in Section 11.1.

  • Specified Liabilities means Claims (as defined in the Indemnification Agreement).

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

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

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

  • Indemnified Amount has the meaning set forth in Section 8.01.

  • Lender Indemnitees shall have the meaning given to it in Section 14.19 hereof.

  • Indemnified Costs has the meaning specified in Section 8.05(a).

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

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

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

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

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

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

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

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

  • Purchaser Indemnitees has the meaning set forth in Section 7.2.