Indemnified Liability means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.
Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.
Indemnified Liabilities has the meaning specified in Section 10.05.
Indemnity Payment shall have the meaning set forth in Section 4.4(a).
Indemnified Items shall have the meaning assigned to such terms in Section 2(b).
Indemnified Costs has the meaning specified in Section 8.05(a).
Indemnified Amount has the meaning set forth in Section 8.01.
Delta Payment means as it is described in this Agreement.
Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).
Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.
Indemnified Claim has the meaning set forth in Section 8.2.
Applicable Withholding Taxes means the minimum aggregate amount of federal, state and local income and payroll taxes that the Company is required by applicable law to withhold in connection with any Incentive Award.
Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.
Withholding Taxes means any taxes, including, but not limited to, social security and Medicare taxes and federal, state and local income taxes, required to be withheld under any applicable law.
Indemnified Amounts Defined in Section 11.1.
Indemnified Matters has the meaning specified therefor in Section 12.15.
Indemnification Escrow Amount has the meaning specified in Section 3.6(a).
Indemnified Matter has the meaning specified in Section 11.4 (Indemnities).
PAGA Payment means the penalties pursuant to PAGA that the Parties have agreed is a
Earnout Payment has the meaning set forth in Section 2.3(b).
Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.
Settlement Payment means the transfer, or contractual undertaking (including by automated clearing house transaction) to effect a transfer, of cash or other property to effect a Settlement.
Indemnifiable Loss means, with respect to any Person, any action, claim, cost, damage, deficiency, diminution in value, disbursement, expense, liability, loss, obligation, penalty, settlement, suit, or tax of any kind or nature, together with all interest, penalties, legal, accounting and other professional fees and expenses reasonably incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by such Person, whether directly or indirectly.
Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).
Unpaid withholding tax means withholding tax due but not paid by the date the withholding tax is required to be paid under applicable law.