Indemnification Conditions definition

Indemnification Conditions means the following conditions with which a party must comply in order to be entitled to defence or indemnification under the Agreement by the other party: (i) the indemnified party notifies the indemnifying party in writing of any claim that might be the subject of indemnification promptly after any executive officer of the indemnified party or member of the indemnified party’s legal department first knows of the claim, provided, however, that no failure to so notify an indemnifying party will relieve the indemnifying party of its obligations under the Agreement except to the extent that such failure materially prejudices defence of the claim, and except to the extent of any damages incurred by the indemnifying party as a result of the delay; (ii) the indemnifying party is given primary control over the defence and settlement of the claim (subject to the foregoing, the indemnified party may nonetheless participate in the defence at its sole cost and expense); (iii) the indemnified party makes no admission of liability (except as required by applicable law) nor enters into any settlement without the indemnifying party’s prior written agreement (not to be unreasonably withheld); (iv) the indemnified party provides such assistance in defence of the proceeding as the indemnifying party may reasonably request, at the indemnifying party’s reasonable expense; and (v) the indemnified party uses all commercially reasonable efforts to mitigate its losses.
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Indemnification Conditions means the following conditions, which a Party must comply with to be entitled to the defense and indemnification obligations of the other Party under this Agreement. The indemnified Party must (i) notify the indemnifying Party promptly in writing of such claim or allegation, setting forth in reasonable detail the facts and circumstances surrounding the claim; (ii) give the indemnifying Party sole control of the defense thereof and any related settlement negotiations, including not making any admission of liability or take any other action that limits the ability of the indemnifying Party to defend the claim; and (iii) cooperating and, at the indemnifying Party’s request and expense, assisting in such defense.
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Indemnification Conditions means the following conditions with which a party must comply in order to be entitled to defense or indemnification under the Agreement by the other party:
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Examples of Indemnification Conditions in a sentence

  • The foregoing obligations are conditioned on Customer’s compliance with the Indemnification Conditions (defined below).

  • The foregoing obligations are conditioned on Ping Identity’s compliance with the Indemnification Conditions (defined below).

  • Our by-laws provide that, subject to the ABCA, the Indemnified Persons shall be indemnified against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such person in respect of any civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of the Company or such body corporate, if the Indemnification Conditions are satisfied.

  • The indemnification may be made in connection with a derivative action only with court approval and only if the Indemnification Conditions are met.

  • We may advance funds to an Indemnified Person for the costs, charges and expenses of a proceeding; however, the Indemnified Person shall repay the moneys if such individual does not fulfill the Indemnification Conditions.

  • Customer’s obligations under this Section 8.2.1 are subject to Modjoul’s compliance with the Indemnification Conditions.

  • Dietary sources of vitamin D include ergocalciferol, vitamin D2, and cholecalciferol, vitamin D3 (DeLuca, 2004).

  • Monthly cash, card, coupon sales for each vending machine by identifying number and in total.

  • Customer’s obligations under this Section 9.2(a) are subject to the Permutive’s compliance with the Indemnification Conditions.

  • Unless hereinafter changed by written notice to Customer, any notice to K12 required by Xxxxxx 0(X) of the Agreement (Order Termination), Section 6(B) of the Agreement (Term and Termination) and/or Section 13(D) of the Agreement (Indemnification Conditions) shall be delivered or mailed to: K12 Systems Inc.


More Definitions of Indemnification Conditions

Indemnification Conditions the indemnified party shall notify the indemnifying party of such claim without undue delay. The indemnifying party shall have control over the defense, final award or settlement of such claim, provided; however, that the indemnifying party shall not compromise or settle a claim in the name of the indemnified party without the indemnified party's prior consent, and the indemnified party shall cooperate with the indemnifying party in such defense and settlement.
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Related to Indemnification Conditions

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

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

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

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • 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 Matters has the meaning specified therefor in Section 12.15.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Poor foundation conditions means those areas where features exist which indicate that a natural or man-induced event may result in inadequate foundation support for the structural components of an SWLF unit.

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

  • Indemnity Cap has the meaning set forth in Section 8.4.3.