Indemnifiable Liability definition

Indemnifiable Liability shall have the meaning assigned in Section 14.1(a) hereof.
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Indemnifiable Liability has the meaning set forth in Section 5.06(a).
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Indemnifiable Liability any Losses that any Buyer Indemnitee becomes subject to, or shall incur or suffer, resulting from, relating to or arising out of any action, inaction or event that occurred prior to the Closing: (i) which is a Tax Claim or an ERISA Matter Claim, (ii) for monetary fines or penalties payable to a Governmental Authority; (iii) any Liabilities resulting from, relating to or arising out of any action or claim involving or associated with allegations of sex, age, race, religious, ethnic, sexual orientation, gender, body form, disability, pregnancy or other discrimination, any Employee dismissal, or any dispute with an Employee or former Employee of Company compensation; (iv) constituting fraud by any Selling Party or by Company and (v) constituting a willful breach by any Selling Party, or by Company, of any covenant or other obligation contained in this Agreement.
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Examples of Indemnifiable Liability in a sentence

  • The Parties intend that any Indemnifiable Liability will be net of Taxes.

  • The Purchaser waives any and all rights of set off, counterclaim, deduction or retention against or in respect of any of its payment obligations under this agreement which it might otherwise have by virtue of any Indemnifiable Liability.

  • In light of the Due Diligence, the Purchaser has not acquired actual knowledge of any actual Indemnifiable Liability as of the date of this agreement.

  • If an Indemnitee shall receive any amount of Insurance Proceeds or any other monies from a Third Party in connection with an Indemnifiable Liability, then such monies shall be promptly paid to the Indemnifying Party, less the amount of any Indemnifiable Liability incurred by the Indemnitee for which the Indemnifying Party has not yet made the Indemnitee whole.

  • This Article III shall not be applicable to any Indemnifiable Liability (1) related to Taxes which shall be governed by the Tax Sharing Agreement; or (2) which is otherwise expressly provided for in the Other Agreements.

  • For the avoidance of doubt, nothing in this Section 5.1 shall limit the responsibility of the Company to be responsible for all Indemnifiable Liabilities and for the Company to indemnify for any Damages relating to any Indemnifiable Liabilities, even if an Indemnifiable Liability was the subject of a representation and warranty with respect to which a claim for indemnification could no longer be made.

  • The failure to notify the Sellers of a Third Party Demand as set forth in this Clause 7.7.1 shall not be considered as a waiver by the Indemnifiable Party to the right to plead indemnity from Sellers with respect to the Indemnifiable Liability in question and to the obligation of Sellers to indemnify, except if the failure to notify results in damage to the Sellers.

  • The calculation of the amount of any Indemnifiable Liability, any Indemnity Credit or any other amount hereunder will be made without regard to any deductions, losses or credits of the Holders or Pass Though Entities, as the case may be, which are not directly related to the 1996 Merger or the CSA.

  • Notwithstanding anything to the contrary contained herein, the maximum amount that may be recovered from an Indemnifying Party in respect of Losses arising out of any Parent Indemnifiable Liability, any Corning Retained Liability or any Assumed Corning Liability shall not be limited.

  • Upon request and prior to the final disposition of an Indemnifiable Claim, the Company shall advance to an Indemnitee the Expenses (as defined below) paid or incurred by such Indemnitee, or that such Indemnitee determines are reasonably likely to be paid or incurred by him or her, that are related to, arising out of or resulting from an Indemnifiable Liability upon receipt of an undertaking by the Indemnitee to repay such amounts if it is ultimately determined he or she is not entitled to indemnification.


More Definitions of Indemnifiable Liability

Indemnifiable Liability shall have the same meaning assigned in Section 21.1(a) hereof.
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Indemnifiable Liability any Liability suffered or incurred by any member of the VRV Group or the Purchaser Group and which such member of the VRV Group or the Purchaser Group would not have suffered or incurred if the Seller’s Representations and Warranties or the Shareholders’ Representations and Warranties had not been breached.
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Indemnifiable Liability means any Taxes resulting to or payable by a Holder, from time to time, as a result of any Tax Assumption being determined to be incorrect solely because of the consummation of the 2004 Merger and/or the GGP Assumption, reduced (but not below zero) by any applicable Indemnity Credit; provided, however, that notwithstanding anything herein to the contrary, the term Indemnifiable Liability does not include, with respect to any Holder, any tax liability attributable to (i) any interest income realized for tax purposes by reason of the issuance or delivery to such Holder, or to the Pass Through Entity of which such Holder is, or was, a member, of shares under the CSA, whether prior or subsequent to the consummation of the 2004 Merger; (ii) the 1996 Merger failing to qualify as a “reorganization” within the meaning of Section 368(a) of the Code for any reason other than solely because of the consummation of the 2004 Merger and/or the GGP Assumption; (iii) the execution and delivery of the CSA incident to the 1996 Merger or the receipt of shares thereunder being treated as one or more taxable events for any reason other than solely because of the consummation of the 2004 Merger and/or the GGP Assumption; (iv) the issuance or delivery of shares of stock pursuant to the CSA prior to the consummation of the 2004 Merger other than solely because of the consummation of the 2004 Merger and/or the GGP Assumption; or (iv) consummation of the 2004 Merger on Rxxxx shareholders as such, generally.
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Indemnifiable Liability any Liability that would have not arisen if the Founders Representations and Warranties made under Xxxxx 7 had been true, complete and correct and incurred or arising from any breach of any covenant or agreement made by the Founders in this agreement.
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Indemnifiable Liability has the meaning attributed to it in Clause 7.2.
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Related to Indemnifiable Liability

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

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

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

  • Indemnifiable Amounts has the meaning given that term in Section 12.6.

  • 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.

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

  • Indemnifiable Claim means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, agent, trustee or other fiduciary of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate (by action of the Board, any committee thereof or the Company’s Chief Executive Officer (“CEO”) (other than as the CEO him or herself)) caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

  • Indemnifiable Event means any event or occurrence related to Indemnitee’s service for the Company or any Subsidiary or Affiliate as an Indemnifiable Person (as defined below), or by reason of anything done or not done, or any act or omission, by Indemnitee in any such capacity.

  • 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.

  • 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 Person means any person who is or was a director, officer, trustee, manager, member, partner, employee, attorney, consultant, member of an entity’s governing body (whether constituted as a board of directors, board of managers, general partner or otherwise) or other agent or fiduciary of the Company or a Subsidiary or Affiliate of the Company.

  • Indemnification Claim has the meaning set forth in Section 10.3.

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

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

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

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

  • SpinCo Indemnitees shall have the meaning set forth in Section 4.3.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

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

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

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • Indemnified Claim has the meaning set forth in Section 8.2.

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

  • 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 Party shall have the meaning set forth in Section 5(c).