Indemnifiable Liabilities definition

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

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.

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

More Definitions of Indemnifiable Liabilities

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 by Indemnitee in settlement solely with the Companies' consent (such consent not to be unreasonably withheld), and awards paid or incurred that arise out of, or in any way relate to, any Indemnifiable Event.

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 has the meaning set forth in Section 3A.

Indemnifiable Liabilities means any and all (i) Actions (including any claim) made or brought before or after the Closing Date that the manufacture, use or sale of any product of the Valves Business before the Closing Date constituted an infringement of or other violation of the Intellectual Property rights of any other Person except that the Xxxxxxx Litigation shall not constitute an Indemnifiable Liability; "Xxxxxxx Litigation" means litigation brought by Xxxxxxx or its Affiliates against CMI with respect to patent nos. 6,283,933 and 5,350,420 regarding any annuloplasty rings including the annuloflex tricuspid ring expected to be launched in the second quarter of 2003, (ii) claims of any employees made before or after the Closing Date arising out of or otherwise relating to any violation of Law (including any Law relating to discrimination) or other actions or omissions (except the transactions contemplated by this Agreement) occurring before the Closing Date, except to the extent specifically reserved against in the Working Capital included in the Final Closing Balance Sheet or as otherwise provided in Article VI, (iii) obligations of any Target Company or any Seller Affiliate under any contract (including any lease) relating to the Valves Business that are required to be performed or paid before the Closing Date or relate to actions or omissions occurring before the Closing Date and (iv) Liabilities arising out of or otherwise relating to the Cryolife Litigation, including royalties for products sold prior to and after the Closing, upfront payments, loss of profits arising from any injunctive relief and costs and expenses to redesign any product; "Cryolife Litigation" means all claims by Cryolife relating to the use of the trademark Synergy, including claims brought by Cryolife in the lawsuit entitled Cryolife Inc. x. Xxxxxx Carbomedics, Docket No. 02-CV-319 (Western District of Texas).

Indemnifiable Liabilities shall have the meaning assigned in Section 17.1(a) hereof.