Jointly Indemnifiable Claim definition

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.

Jointly Indemnifiable Claim means any Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with a Proceeding or any claim, issue or matter therein 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.

Jointly Indemnifiable Claim means any claim for which Indemnitee may be entitled to indemnification both from any Fund Entity, on the one hand, and the Bank, on the other hand, pursuant to applicable law, any indemnification agreement or the certificate of incorporation, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Bank or such Fund Entity.

Examples of Jointly Indemnifiable Claim in a sentence

• The Company shall be fully and primarily responsible for the payment to any Authorized Representative (defined below) in respect of indemnification and advancement of expenses under Article 10 of the Certificate of Incorporation in connection with any Jointly Indemnifiable Claim (defined below), irrespective of any right of recovery the Authorized Representative may have from any Indemnitee-Related Entities (defined below).

• Notwithstanding the foregoing, to the extent the General Partner reasonably determines in good faith that the they are both reasonably capable of doing so, the Partnership and Blue Owl Carry shall each be responsible for their respective Allocation Percentage of any Jointly Indemnifiable Claim for which the Partnership and Blue Owl Carry both have Liability to an Indemnitee under this Section 6.6 and Section 6.6 of the Carry LPA.

• Notwithstanding anything to the contrary herein, the Company shall be obligated to reimburse any Indemnitee-Related Entity pursuant to this Agreement only if, when, and to the extent, (i) the Company is required pursuant to one or more Indemnification Sources to make a payment to Indemnitee with respect to a Jointly Indemnifiable Claim, (ii) the Company has not made such payment to Indemnitee, and (iii) the Indemnitee-Related Entity has made such payment to Indemnitee.

More Definitions of Jointly Indemnifiable Claim

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

Jointly Indemnifiable Claim has the meaning set forth in Section 5.12(c).

Jointly Indemnifiable Claim means any claim for which the Investor Nominee shall be entitled to indemnification from both any Fund Entity and the Company and/or the Company Bank pursuant to applicable law, any indemnification agreement or the certificate of incorporation, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company, the Company Bank and the Fund Entities.

Jointly Indemnifiable Claim means any Proceeding or other Claim for which a Covered Person shall be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, this Agreement, 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.

Jointly Indemnifiable Claim shall have the meaning given to such term in the Holdings LPA.

Jointly Indemnifiable Claim means any Claim for which the Indemnitee shall be entitled to indemnification from both an Indemnitee-Related Entity and the Bank pursuant to applicable law, any indemnification agreement or the articles of incorporation, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Bank and an Indemnitee- Related Entity. (g) Loss: means all losses, Claims, damages, fines, or penalties, including, without limitation, any legal or other expenses (including, without limitation, any legal fees, judgments, fines, appeal bonds or related expenses) incurred in connection with defending, investigating or settling any Claim, fine, penalty or similar action. (h)

Jointly Indemnifiable Claim shall be broadly construed and shall include, without limitation, any Proceeding for which Indemnitee shall be entitled to indemnification or advancement of Expenses from (i) one or more of the Indemnitee-Related Entities and (ii) the Company pursuant to applicable law, any agreement or the certificate of incorporation, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company, or any parent or subsidiary of the Company, or the Indemnitee-Related Entities, as applicable.