Indemnity Matters definition

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.

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Indemnity Matters means, with respect to any Indemnified Party, all losses, liabilities, claims and damages (including reasonable legal fees and expenses).

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.

Examples of Indemnity Matters in a sentence

• The aggregate liability of all of the Stockholders with respect to the Indemnity Matters shall not exceed $27,350,000; provided, that nothing in this Agreement shall limit or restrict Parent’s rights to maintain any action or recover any amounts in connection with any action based upon fraudulent misrepresentation or deceit.

• For the avoidance of doubt, SE Corp’s obligations with respect to the Retained Liabilities and SEP’s obligations with respect to the Company-Related Indemnity Matters shall survive indefinitely.

• Seller shall give written notice to Purchaser of any proposed final settlement or other final resolution (each, a "Settlement") of any of the Shared Special Indemnity Matters, at least ten (10) days prior to entering into any such Settlement, which notice (a "Settlement Notice") shall include a reasonably detailed description of all material terms and conditions of such Settlement.

• Notwithstanding anything to the contrary contained in this Agreement, any compromise or settlement of any Claims related to the Special Indemnity Matters (A) involving Damages in the Primary Layer may be effected with the consent of a majority of the members of the Special Committee; and (B) involving Damages in or in excess of the Secondary Layer may be effected by Seller and/or Parent, in their sole discretion, after consultation with Purchaser.

• No claim for indemnification under this Article VII by the Immedica Indemnified Parties shall be asserted against, and the Immedica Indemnified Parties shall not be entitled to indemnification from, Aeglea or any of its Subsidiaries for a claim for indemnification under Article VII (other than in respect of the Excluded Indemnity Matters, but subject to the proviso in this Section 7.6) except to the extent such recourse is limited to Milestone Set-Offs.

More Definitions of Indemnity Matters

Indemnity Matters shall have the meaning specified in Section 7.02(a).

Indemnity Matters has the meaning set forth in Section 5.1(e).

Indemnity Matters shall have the meaning set forth in Section 9.2(a).

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 an Indemnified Party 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 Indemnified Party whether caused by the sole or concurrent negligence of the Indemnified Party seeking indemnification.

Indemnity Matters shall have the meaning assigned to that term in Section 12.03(c).

Indemnity Matters means any and all “Claims” (as such term is defined in the Facility Lease Agreement) and any and all actions, suits, proceedings (including any investigations, litigation or inquiries), orders, claims, demands and causes of action made or threatened against a Person and, in connection therewith, all settlements, judgments, losses, liabilities, obligations, damages, penalties, fines (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever (including, without limitation, those incurred in investigating, defending or preparing to defend any such action, suit, proceeding, order, claim, demand or causes of action) incurred by such Person, whether caused by the sole or concurrent negligence (but not gross negligence or willful misconduct) of such Person seeking indemnification.

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. "INITIAL FUNDING" shall mean the funding of the initial Loans or issuance of the initial Letters of Credit pursuant to Section 6.01 hereof. "INITIAL RESERVE REPORT" shall mean the report prepared by the Borrower, dated September 6, 1996 with respect to the Oil and Gas Properties of the Borrower as of September 1, 1996, a copy of which has been delivered to the Lender.