Indemnification Dispute definition

Indemnification Dispute shall have the meaning set forth in Section 9.4(a).
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Indemnification Dispute means the dispute resulting if the Indemnifying Party in a Response disputes its liability for all or part of the Claimed Amount.
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Indemnification Dispute means any Dispute arising out of or in connection with any claims for indemnification pursuant to Article XI.
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Examples of Indemnification Dispute in a sentence

  • If no Indemnification Dispute Notice is timely provided to the Indemnified Party within the Dispute Period or if the Indemnifying Party provides notice that it does not have a dispute with respect to such claim for indemnification, then such claim will be deemed approved and consented to by the Indemnifying Party (such claim being referred to herein as an “Approved Indemnification Claim”).

  • The provisions in the Agreement relating to Confidentiality, Indemnification, Dispute Resolution, Termination, Compensation and Billing, Limitation of Liability and Trademarks, Tradenames and Other Intellectual Property survive any termination, cancellation or expiration of this Agreement.

  • The provisions in the Agreement relating to Confidentiality, Indemnification, Dispute Resolution, Termination, Compensation and Billing, Limitation of Liability, and Insurance shall survive any termination, cancellation or expiration of this Agreement.

  • Any provision of an Agreement, which by its nature is intended to survive termination, cancellation, completion or expiration of an Agreement (e.g., Service and Replacement Parts, Warranty, Remedies, Indemnification, Dispute Resolution), shall continue as a valid and enforceable obligation of the parties, notwithstanding such termination, cancellation, completion or expiration.

  • The Indemnification Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by the Indemnified Party in the Indemnification Demand.

  • If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third-Party Claim, or fails to provide the Indemnitee with notice of its intent to assume control of and defend against any Third-Party Claim within the Indemnification Dispute Period, then the Indemnitee may defend against, negotiate, settle (subject to Section 4.04(b)) or otherwise deal with such Third-Party Claim.

  • Upon the Indemnification Notice having been given to the Indemnifying Party, the Indemnifying Party shall have thirty days in which to notify the Indemnified Party in writing (the "Indemnification Dispute Notice") that the basis of or the amount of the claim for indemnification is in dispute, setting forth in reasonable detail the grounds of such dispute.

  • Except as other- wise provided in §1.752–7(k), this para- graph (a)(4) applies to liabilities that are incurred or assumed bya partnership on or after June 24, 2003.* * * * * §1.752–5(a) [Amended]Par.

  • Pending such arbitration, SPE may withhold from sums otherwise payable to Marvel under this Agreement any amounts which SPE claims are subject to offset or recoupment by reason of this Section 17, notwithstanding any Indemnification Dispute with Marvel regarding same.

  • An Indemnification Dispute Notice must (i) describe the Indemnification Claim underlying the Dispute; (ii) identify the Indemnification Claim Notice containing a description of the disputed Indemnification Claim; and (iii) state the nature of the Dispute (based on information then available).


More Definitions of Indemnification Dispute

Indemnification Dispute means the dispute resulting if CTCM in a Response disputes its liability for all or part of the Claimed Amount.
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Indemnification Dispute as defined in Section 8.1(d).
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Related to Indemnification Dispute

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

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

  • non-disputing Party means the Party to this Treaty which is not a party to a dispute under Chapter IV of this Treaty.

  • 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 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.

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

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

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • 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.

  • Reconciliation Dispute has the meaning set forth in Section 7.9 of this Agreement.

  • Arbitrable Dispute means any dispute arising under or in connection with this Agreement.

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Third Party Claim has the meaning set forth in Section 7.05(a).

  • Third Party Claims has the meaning set forth in Section 11.1.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Claim Notice has the meaning set forth in Section 8.4(a).

  • Third party claimant means any individual, corporation, association, partnership, or other legal entity asserting a claim against any individual, corporation, association, partnership, or other legal entity insured under an insurance policy or insurance contract.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions in place immediately prior to the Effective Date whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, the 2008 Bond Documents, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents and such current and former directors, officers, and managers’ respective Affiliates.

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Agreement Disputes shall have the meaning set forth in Section 6.1.

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

  • Indemnified Matter has the meaning specified in Section 11.4 (Indemnities).

  • Dispute means any dispute, controversy, claim or difference of whatever nature arising out of, relating to, or having any connection with this Agreement, including a dispute regarding the existence, formation, validity, interpretation, performance or termination of this Agreement or the consequences of its nullity and also including any dispute relating to any non-contractual rights or obligations arising out of, relating to, or having any connection with this Agreement.

  • 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.

  • Disputing Party has the meaning specified in Paragraph 5.

  • Dispute Period shall have the meaning specified in Section 9.3(a).