Indemnifiable Claims definition

Indemnifiable Claims means, with respect to the indemnification obligations of the Seller, a Purchaser Indemnifiable Claim, and with respect to the indemnification obligations of the Purchaser, a Seller Indemnifiable Claim.

Indemnifiable Claims when used in, and for purposes of, Article 8 hereof means and includes any and all direct Damages and all expenses (including, without limitation, reasonable legal and expert fees and expenses).

Indemnifiable Claims has the meaning ascribed to such term in Section 0.

Examples of Indemnifiable Claims in a sentence

• The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all Indemnifiable Claims and Indemnifiable Losses in accordance with the terms of such policies.

• The Corporation shall indemnify each Secondary Indemnitor directly for any amounts that such Secondary Indemnitor pays as indemnification or advancement on behalf of any such Indemnitee and for which such Indemnitee may be entitled to indemnification from the Corporation in connection with Jointly Indemnifiable Claims.

• The Company’s participation in the defense of any Indemnifiable Claim of which the Company has not assumed the defense will not in any manner affect the rights of Indemnitee under this Agreement, including Indemnitee’s right to control the defense of such Indemnifiable Claims.

• The parties shall cooperate in the defense of all third party claims which may give rise to Indemnifiable Claims hereunder.

• The parties agree to cooperate and coordinate in connection with the defense, compromise or settlement of any Indemnifiable Claims.

More Definitions of Indemnifiable Claims

Indemnifiable Claims means the matters with respect to which ADP is entitled to indemnification under (S)7.2(a).

Indemnifiable Claims has the meaning set forth in Section 5.4(a).

Indemnifiable Claims means Purchaser Indemnifiable Claims when applied to Section 5.01 hereof and Seller Indemnifiable Claims when applied to Section 5.02 hereof; and the term “Misrepresentations” shall mean Seller Misrepresentations when applied to Section 5.01 hereof and Purchaser Misrepresentations when applied to Section 5.02 hereof.

Indemnifiable Claims shall have the meaning set forth in Section 2.6(a).

Indemnifiable Claims shall have the meaning set forth in Section 11.4(a).

Indemnifiable Claims means all Actions, known or unknown, pending or threatened at any time (whether before, on or after the Closing Date), to the extent relating to the Companies and/or the conduct of the Business prior to the Closing.

Indemnifiable Claims has the meaning set forth in Section 9.2(d).