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).

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.

Examples of Indemnifiable Liability in a sentence

The Parties intend that any Indemnifiable Liability will be net of Taxes.
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.
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.
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.
Purchasers may withhold from the Adjusted Balance or the Security Balance any Claim, Damage and/or Indemnifiable Liability even if they do not reach the Claims Threshold until Sellers’ indemnification obligation regarding the relevant Claims, Damages and/or Indemnifiable Liabilities is extinguished.
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.
Subject to the provisions of this Section 8, Jeffrey Esposito hereby agrees to indemnify, defend and hold harmless ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Indemnified Party from and against any and all Losses incurred, suffered or threatened arising out of (a) any misrepresentation or breach of warranty by any of the Sellers in this Agreement and/or in any Related Document; (b) any breach by any of the Sellers of any covenant contained in this Agreement and/or in any Related Document; and/or (c) any Indemnifiable Liability.
After the term of eighteen (18) months as of the execution of this Purchase and Sale Agreement, the Sellers shall not be liable for the indemnity of any Indemnifiable Liability and the Indemnifiable Parties shall no longer have any right to indemnity by the Sellers under the terms of this Purchase and Sale Agreement (except for an eventual indemnity related to a Third Party Demand notified within such term of 18 months and not yet decided finally and without appeal).
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.
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.

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.

Indemnifiable Liability has the meaning attributed to it in Clause 7.2.

Indemnifiable Liability any Liability that would have not arisen if the Founders Representations and Warranties made under ▇▇▇▇▇ 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.

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 R▇▇▇▇ shareholders as such, generally.