Indemnification Party definition

Indemnification Party has the meaning set forth in Section 6.10(a).
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Indemnification Party has the meaning set forth in Section 9.3.
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Examples of Indemnification Party in a sentence

  • Notwithstanding anything to the contrary set forth in this Agreement, the Indemnifying Parties (i) shall not be liable for any settlement effected without their prior written consent and (ii) shall not have any obligation hereunder to any Indemnification Party to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable law.

  • Notwithstanding the foregoing, the Indemnifying Parties shall not be obligated to advance any expenses or costs prior to receipt of an undertaking by or on behalf of the Indemnification Party to repay any expenses advanced if it shall ultimately be determined that the Indemnification Party is not entitled to be indemnified against such expense.

  • Notwithstanding the foregoing, the Indemnifying Party shall not be obligated to advance any expenses or costs prior to receipt of an undertaking by or on behalf of the Indemnification Party to repay any expenses advanced if it shall ultimately be determined that the Indemnification Party is not entitled to be indemnified against such expense.

  • Notwithstanding anything to the contrary set forth in this Agreement, the Indemnifying Party (i) shall not be liable for any settlement affected without its prior written consent, and (ii) shall not have any obligation hereunder to any Indemnification Party to the extent that a court or competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable law.

  • Notwithstanding the foregoing, the Indemnifying Parties shall not be obligated to advance any expenses or costs prior to receipt of an undertaking by or on behalf of the Indemnification Party to repay any expenses advanced if it shall ultimately be determined that the Indemnification Party is not entitled to be indemnified against such expense pursuant to the last sentence of this Section 5.9(b).

  • Upon receipt of such notice, the Indemnification Party shall promptly retain counsel (who shall be reasonably acceptable to the Indemnified Party) to represent the Indemnification Party and Indemnified Party in such matter, and the Indemnification Party shall pay the reasonable fees and disbursements of such counsel relating to such matter.

  • In the event of a final and non-appealable determination by a court that any payment of expenses is prohibited by applicable law, the Indemnification Party shall promptly refund to the Indemnifying Party the amount of all such expenses theretofore advanced pursuant hereto.

  • If any claim or demand is asserted against any Party (“Indemnified Party”) in respect of which the Indemnification Party may be entitled to indemnification under the provisions of Section 9 written notice of such claim or demand shall promptly be given to the Party (“Indemnifying Party”) from whom indemnification may be sought.

  • The right to procure such insurance on behalf of the Indemnified Parties shall in no way mitigate or otherwise affect the right of any such Indemnification Party to indemnification pursuant to Section 6.7(A) hereof.

  • Failure to pay amounts due pursuant to this Clause XI within the terms set forth herein shall subject the Indemnification Party to bear the positive variation of the IPCA between the expected date of payment and the date of actual payment, plus interest on late payment of [*****] per month and a fine of [*****] on the corrected amount.

Related to Indemnification Party

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • 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.

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

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

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