Indemnifiable Liabilities definition

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

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Indemnifiable Liabilities means all Expenses and all other liabilities, damages (including, without limitation, punitive, exemplary, and the multiplied portion of any damages), judgments, payments, fines, penalties, amounts paid in settlement, and awards paid or incurred that arise out of, or in any way relate to, any Indemnifiable Event.

Indemnifiable Liabilities shall have the meaning ascribed to it in Section 3(a) below.

Examples of Indemnifiable Liabilities in a sentence

• If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some, but not all, of Indemnitee's Indemnifiable Liabilities, the Company shall indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

• To the extent the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, the Company, in lieu of indemnifying Indemnitee, shall, to the extent permitted by law, contribute to the amount of any and all Indemnifiable Liabilities incurred or paid by Indemnitee for which such indemnification is not permitted.

• If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some, but not all, of Indemnitee’s Indemnifiable Liabilities, the Company shall indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

• In the event of a Potential Change of Control or a Change of Control, the Company shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee (the "Trust") and from time to time upon written request of Indemnitee shall fund the Trust in an amount equal to all Indemnifiable Liabilities reasonably anticipated at the time to be incurred in connection with any Claim.

• The Companies shall, jointly and severally, indemnify Indemnitee and hold Indemnitee harmless to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as soon as practicable but in any event no later than 30 days after written demand is presented to the Companies, from and against any and all Indemnifiable Liabilities.

More Definitions of Indemnifiable Liabilities

Indemnifiable Liabilities shall have the meaning assigned in Section ------- 13.1(a) hereof. -------

Indemnifiable Liabilities means all Liabilities paid by the Indemnitee in connection with any Proceeding to which the Indemnitee was or is a party or is threatened to be made a party as a result of any act or omission by the Indemnitee in [his/her] Corporate Status;

Indemnifiable Liabilities has the meaning set forth in Section 6.6(e).

Indemnifiable Liabilities means such Expenses, Losses and Liabilities, respectively.

Indemnifiable Liabilities means the Excluded Liabilities set forth on Schedule 1.4 that are identified as Indemnifiable Liabilities.

Indemnifiable Liabilities means all Liabilities of the Companies existing on the Closing Date or primarily attributable to events, conditions, circumstances or periods that occurred or existed prior to the Closing, except for the Companies ordinary-course obligations under Contracts to the extent such obligations are by the terms of such Contracts required to be performed or paid after the Closing Date and do not arise out of any pre-Closing breach thereunder by any of the Companies or any Predecessor. But Indemnifiable Liabilities excludes any Assumed Liabilities.

Indemnifiable Liabilities means all Liabilities of Intasco or Intasco USA existing on the Closing Date or primarily attributable to events, conditions, circumstances or periods that occurred or existed prior to the Closing, except for ordinary-course obligations under Contracts of Intasco or Intasco USA to the extent such obligations are by the terms of such Contracts required to be performed or paid after the Closing Date and do not arise out of any pre-Closing breach thereunder by either Intasco or Intasco USA or any Predecessor.