Indemnification Liability definition

Indemnification Liability. The liability incurred by the Guarantor pursuant to the terms of Clause 8.
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Indemnification Liability. The liability incurred by the Sellers pursuant to the terms of Clause 6.
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Indemnification Liability means the liability incurred by the Sellers pursuant to the terms of Clause 8;
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Examples of Indemnification Liability in a sentence

  • Any indemnification by the Company of the Buyer shall be effected by payment of cash, wire transfer or delivery of a certified or official bank check in immediately available funds in the amount of the Indemnification Liability.

  • Indemnification; Liability of the Fund................................18 6.

  • Furthermore, this clause shall not impair nor prejudice the U.S. Government’s right to express remedies provided in the schedule contract (i.e. Price Reductions, Patent Indemnification, Liability for Injury or Damage, Price Adjustment, Failure to Provide Accurate Information).

  • TEXTG571Click here for valueM.2.c. M.2.c.1.(TEXTG571) FDIC Indemnification Liability Dollar amounts in thousandsM.2.c.2. Dollar amounts in thousandsd.

  • Except as provided in ARTICLE 13 (Indemnification; Liability), the covenants and agreements set forth in this Agreement are for the sole benefit of the Parties hereto and their successors and permitted assigns and they shall not be construed as conferring any rights on any other Persons.

  • In the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold harmless the Indemnified Party from and against the Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all reasonable and verifiable out-of-pocket costs and expenses (including attorneys’ fees and costs of suit) incurred by the Indemnifying Party in accordance with this ARTICLE 13 (Indemnification; Liability) in its defense of the Claim.

  • Indemnification; Liability of the Series....................................................................18 6.

  • Limitation of Liability, Reimbursement, and Indemnification, Liability for Veterinary Expenses: In the absence of intentional misconduct or gross negligence of the LLC or its agents, the LLC and its agents shall not be liable for any loss experienced by the Customer during the term of the Agreement, including (but not limited to) the theft, running away, injury, or death of the pets.

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More Definitions of Indemnification Liability

Indemnification Liability can be found in Section 10.3(b). "Indemnity Business" can be found in Recital B. "Insurance Assumption Reinsurance Agreement" can be found in Recital D. "Interim Balance Sheet" can be found in Section 1.4.2(b). "KFH" can be found in Recital C. "KFHP" can be found in Recital C. "KPIC" can be found in Recital B. "Leased Real Property" can be found in 1.6.1(e). "Liens" can be found in Section 2.1.11. "Loss" or "Losses" can be found in Section 11.1. "Master Purchase and Sale Agreement" can be found in Section 1.6.1(e). "Material Adverse Effect" can be found in Section 2 and Section 3. "Medical Services Agreement" can be found in Section 1.6.1(n). "Member" or "Members" can be found in Recital C. "Membership Base" can be found in Section 1.4.4. "NCQA" can be found in Section 1.4.5. "New Accounts" can be found in Section 1.4.4. "Non-Texas Group 3000 Members" can be found in Section 10.8. "Notifying Party" can be found in Section 1.4.2(e). "OPM" can be found in Recital C. "OPM Novation Agreement" can be found in Section 10.3. "Old National Accounts" can be found in Section 1.4.4. "Opening Balance Sheet" can be found in Section 1.2(k).
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Related to Indemnification Liability

  • 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 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 Claim has the meaning set forth in Section 10.3.

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

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

  • 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.

  • 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.

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

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • 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.

  • BRRD Liability means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

  • Exculpation means the exculpation provision set forth in Article X.E hereof.

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

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

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

  • Indemnification Threshold has the meaning set forth in Section 11.5.

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

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

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

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • Indemnification Escrow Amount has the meaning specified in Section 3.6(a).

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

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