Indemnitee Claim definition

Indemnitee Claim shall have the meaning specified in Section 6.4.
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Indemnitee Claim has the meanings set forth in Section 11.1(a), 11.2(a) and 11.3(a).
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Indemnitee Claim means a Relevant Claim with respect to which, at the time that the Stockholder Representative would otherwise be entitled to assume the defense of such Relevant Claim, the Amount Available For Indemnification is zero.
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Examples of Indemnitee Claim in a sentence

  • In the event of any Indemnitee Claim, Indemnitor, at its option, shall have the right to defend or settle, at its own expense and by its own counsel, any such matter so long as the Indemnitor pursues the same in good faith and diligently.

  • If the Indemnitor elects to compromise or defend such Indemnity Claim, the Indemnitee shall cooperate, at the expense of the Indemnitor, in the compromise of, or defense against, such Indemnitee Claim.

  • In the event of any Indemnitee Claim, Indemnitor, at its option, shall have the right to defend or settle, at its own expense and by its own counsel (which must be reasonably approved by Indemnitee), any such matter so long as the Indemnitor pursues the same in good faith and diligently.

  • With respect to any Indemnitee Claim, following receipt of notice from any Indemnitee of a Claim, the Assignor shall have 30 days to make such investigation of the Claim as the Assignor considers necessary or desirable.

  • In the event of such objection, the Escrow Agent shall not make the distribution to the Indemnitees specified in the Indemnitee Claim Notice absent the joint written consent of the Indemnitees and the Shareholders' Representatives, or a certified copy of a final order of a court of competent jurisdiction, no longer subject to appeal.

  • Exhibit C Indemnitee Claim Notice Date of Claim: ______________ Principal Amount of Claim: $__________________ Accrued Interest As Of : $__________________ Total Claim: $__________________ ................................................................................

  • The applicable Liquidia/Sandoz Indemnitee will reasonably cooperate with Mainbridge, at Mainbridge’s sole cost and expense, to defend and/or settle such Liquidia/Sandoz Indemnitee Claim.

  • Notwithstanding anything to the contrary contained in Section 12.1 or in this Section 12.2, if any TAL Indemnitee settles or compromises any Indemnitee Claim or Proceeding without Sagemark's prior written consent, Sagemark shall have no obligation for indemnification under Section 12.1or this Section 12.2.

  • Notwithstanding anything herein to the contrary, the failure of an Indemnitee to give timely notice of an Indemnity Claim shall not bar such Indemnity Claim except and to the extent that the failure to give timely notice has actually materially impaired the ability of the Indemnitor to defend the Indemnitee Claim.

  • Within ten (10) days of the receipt of such written notice, TCA shall notify the Company Indemnitee in writing of his intent to contest the Company Indemnitee Claim or to accept liability thereunder.


More Definitions of Indemnitee Claim

Indemnitee Claim has the meaning specified in Section 7.03(A).
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Related to Indemnitee Claim

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

  • Indemnified Claim has the meaning set forth in Section 8.2.

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

  • 503(b)(9) Claim means a Claim or any portion thereof entitled to administrative expense priority pursuant to section 503(b)(9) of the Bankruptcy Code.

  • Tax Claim has the meaning set forth in Section 6.05.

  • Administrative Claim means a Claim for costs and expenses of administration of the Estates under sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred on or after the Petition Date of preserving the Estates and operating the businesses of the Debtors; (b) Allowed Professional Fee Claims in the Chapter 11 Cases; and (c) all fees and charges assessed against the Estates under chapter 123 of title 28 of the United States Code, 28 U.S.C. §§ 1911-1930.

  • Indemnified Person has the meaning set forth in Section 11.3.

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

  • 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.

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

  • Allowed Administrative Claim means all or that portion of an Administrative Claim which is an Allowed Claim.

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • Liability Claim has the meaning set forth in Section 7.2(a).

  • 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.

  • Tax Indemnitee as defined in Section 3.01(5).

  • 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.

  • AWR Claim means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the AWR;

  • D&O Claim means any right or claim of any Person against one or more of the Directors and/or Officers howsoever arising on or before the D&O Bar Date, for which the Directors and/or Officers, or any of them, are by statute liable to pay in their capacity as Directors and/or Officers or which are secured by way of any one of the Directors’ Charges;

  • Administrative Claim Bar Date means the deadline for filing requests for payment of Administrative Claims, which shall be 30 days after the Effective Date.

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

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

  • Contested Claim means any Tax, Indebtedness or other claim or liability (i) the validity or amount of which is being diligently contested in good faith, (ii) for which adequate reserve, or other appropriate provision, if any, as required in conformity with GAAP shall have been made, and (iii) with respect to which any right to execute upon or sell any assets of the Company or of any of its Subsidiaries has not matured or has been and continues to be effectively enjoined, superseded or stayed.

  • Professional Claim means an Administrative Claim of a Professional for compensation for services rendered or reimbursement of costs, expenses, or other charges and disbursements incurred relating to services rendered or expenses incurred after the Petition Date and prior to and including the Confirmation Date.

  • IPR Claim means any claim of infringement or alleged infringement (including the defence of such infringement or alleged infringement) of any IPR, used to provide the Services or as otherwise provided and/or licensed by the Supplier (or to which the Supplier has provided access) to the Authority in the fulfilment of its obligations under this Framework Agreement;

  • Professional Fee Claim means a Claim by a professional seeking an award by the Bankruptcy Court of compensation for services rendered or reimbursement of expenses incurred through and including the Confirmation Date under sections 330, 331, 503(b)(2), 503(b)(3), 503(b)(4), or 503(b)(5) of the Bankruptcy Code.

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).