Indemnity Event definition

Indemnity Event means any event or occurrence arising from or relating to (a) Indemnitee’s position or status as a past or current officer, director, employee, agent or fiduciary of Company or any of its Affiliates, or any predecessor thereof, respectively, or in serving (or having served) at the request of Company (or any predecessor thereof) as an officer, director, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or (b) any act, action or inaction by or on the part of Indemnitee while serving in any such capacity or capacities.

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Indemnity Event means an event which may give rise to an indemnity under Clause 21.1, Clause 21.2 or Clause 21.3;

Indemnity Event has the meaning set forth in Section 2(a) of this Agreement.

Examples of Indemnity Event in a sentence

• The Company's obligations to issue stock by way of indemnity as set out in Section 7(a) shall constitute the sole remedy for breach of contract available to the Indemnitees by reason of the happening of any Indemnity Event, except to the extent Section 7(b) is applicable.

• Buyer may, but shall not be obligated to, set off against any and all payments due Seller under this Agreement or any other agreement between the parties, any amount to which WCI, Buyer or any other Indemnitee is entitled to be indemnified hereunder with respect to any Indemnity Event.

• No claim may be made pursuant to Section 7(a) with respect to a given Indemnity Event, unless either (i) the Negative Delta resulting from such event exceeds One Hundred Thousand Dollars (US$100,000), or (ii) such Negative Delta, when added to the Negative Delta resulting from earlier events as to which an indemnity pursuant to Section 7(a) has not been satisfied, exceeds Two Hundred Fifty Thousand Dollars (US$250,000).

• The Parties acknowledge that: (a) any Damages whatsoever, incurred or suffered by the Company on account of an Indemnity Event, provided that for this purpose, the Indemnified Party need not be named as a party in a Pre-Closing Suit or (b) any reduction in the value of the Company on account of an Indemnity Event; shall be deemed to be the Damages incurred or suffered by the Investors in proportion to their shareholding at the relevant time for the purpose of this Clause.

• Upon Seller's request, Purchaser shall make a claim with its insurers for the Insured Indemnity Event.

More Definitions of Indemnity Event

Indemnity Event shall have the meaning set forth in Section 8.07(f)(i).

Indemnity Event has the meaning given to it in Clause 12.1;

Indemnity Event means any infringement of any third party’s intellectual property rights arising out of the use of the Software by the Licensee in accordance with the terms of this License Agreement;

Indemnity Event means (x) the specific item, event, circumstance, failure to act or other situation that gave rise to the claim for indemnity, and (y) the receipt or accrual of the indemnity payment. Once finally determined in accordance with the provisions of this Section 8.07(f), the Tax Adjustments with respect to an Indemnity Event (including all related adjustments made with respect to such event) shall not be redetermined based on the failure of any of the assumptions or projections used in determining such Tax Adjustments actually to come to pass.

Indemnity Event shall have the meaning set forth in clause 14.3.1.

Indemnity Event means any of the following:

Indemnity Event means an event whereby Medical has agreed to indemnify the Indemnified Parties in accordance with Article 2 of this Indemnification Agreement;