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.

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 (excluding, however, indirect and consequential damages and lost profits) 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.

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

Examples of Indemnity Matters in a sentence

• The Public Works Department, in conjunction with any appropriate agencies or City departments, shall determine the adequacy of any proposed “environmental equivalent timing” and, if determined necessary, may refer said determination to the City Council.

• It is clarified that the acceptance, conceding or settlement of any Government Litigation by the Indemnified Party shall not prejudice the right of the Indemnifying Parties to dispute whether such Government Litigation arises out of Specific Indemnity Matters and/or any breach of Representations and Warranties.

• If and only to the extent the Indemnity Escrow Account has been exhausted or disbursed, the Purchaser Indemnified Parties may thereafter pursue recovery for the Special Indemnity Matters directly against the Sellers, subject to the other applicable limitations under this Article IX (including Section 9.6(a)(iii)).

• For the avoidance of doubt, once the Cap for Damages has been reached, the Purchaser Indemnified Parties shall only be entitled to the benefit of the indemnity with respect to the Special Indemnity Matters for an amount equal to the difference between the Special Indemnity Cap and the Cap.

• In the event the Purchase is consummated, except in the event of actual fraud or intentional misrepresentation (which is further addressed below in this paragraph), resort to the Warranty Escrow Fund shall be the sole and exclusive remedy of the Acquiror Indemnified Persons for any Damages resulting from breaches of representations and warranties and Special Indemnity Matters other than the representations and warranties in Section 3.

More Definitions of Indemnity Matters

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 (including, without limitation, expenses and fees of counsel and of any experts and agents) whether caused by the sole or concurrent negligence of such person seeking indemnification.

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 means, with respect to any Indemnified Party, all losses, liabilities, claims and damages (including reasonable legal fees

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.