Lilly Indemnitee definition

Lilly Indemnitee has the meaning set forth in Section 11.1.1.
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Examples of Lilly Indemnitee in a sentence

  • Promptly after an Amylin Indemnitee or a Lilly Indemnitee (each, an "Indemnitee") receives notice of a pending or threatened Amylin Third Person Claim or Lilly Third Person Claim, as the case may be (an "Action"), such Indemnitee shall give written notice of the Action to the Party to whom the Indemnitee is entitled to look for indemnification pursuant to this Article 8 (the "Indemnifying Party").

  • Promptly after a Lilly Indemnitee or an Array Indemnitee (each, an "Indemnitee") receive notice of a pending or threatened Third Party Claim or Lilly Third Party Claim, as the case may be (an "Action"), such Indemnitee shall give written notice of the Action to the Party to whom the Indemnitee is entitled to look for indemnification pursuant to this Article 10 (the "Indemnifying Party").

  • The visa liberalization process should be considered status neutral by the EU”12.Moreover, citizens of Kosovo find themselves in a more complicated situation because at this time, even if they were Serbian passport holders, they would not benefit from the visa free regime due to the provisions of the proposal which excludes residents of Kosovo, despite the fact that Serbia claims Kosovo as its territory and as a result citizens who reside in Kosovo are formally residents of Serbia.

  • Either of the Lilly Indemnitee or the Transition Indemnitee shall be an “Indemnitee” for the purpose of this Article 13, and the Party that is obligated to indemnify the Indemnitee under Article 13.1 or Article 13.2 shall be the “Indemnifying Party”.

  • The Lilly Indemnitee is entitled to be indemnified pursuant to this Article 6 by providing prompt notice of the Third Party Claim to Karuna and Karuna shall defend against such Third Party Claim with the reasonable cooperation of Lilly; provided that Karuna shall not settle any such Third Party Claim for anything other than money damages without the prior written consent of Lilly, which consent shall not be unreasonably withheld, conditioned or delayed.

  • However, Array shall not indemnify or hold harmless Lilly Indemnitees from a Lilly Third Party Claim to the extent that Damages from such Lilly Third Party Claim are finally determined to have resulted from the acts or omissions of a Lilly Indemnitee.

  • Research Program by ImmunoGen or any of its Affiliates or subcontractors; provided that with respect to any such Third Party Claim for which ImmunoGen also has an obligation to any Lilly Indemnitee pursuant to Section 10.1(b) hereof, Lilly shall indemnify each ImmunoGen Indemnitee for its Losses to the extent of Lilly’s responsibility, relative to ImmunoGen (or to Persons for whom the ImmunoGen is legally responsible), for the facts underlying the Third Party Claim.

  • Apparently, divestiture harms the competitive position of the direct service relative to the indirect service.Finally, we can show that CSox < CSix and Wox < Wix, so that consumer surplus and total welfare fall as a result of the introduction of double marginalization.51 Industry profits compare as follows,Πox - Πix = (2ab' + a'c)(-8abb'2 + 8a'bb'c + 6ab'c2 + a'c3)/[16b'(6bb' - c2)2].

  • Cuno, 547 U.S. 332, 342-43 (2006), and similar cases on which Defendants rely.

  • Furthermore, live-storage gives the opportunity to control the nutritional status of fish.

Related to Lilly Indemnitee

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

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • 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.

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

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Company Indemnitees shall have the meaning set forth in Section 5.02.

  • Liquidity Indemnitee means the Liquidity Provider, its directors, officers, employees and agents, and its successors and permitted assigns.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • SpinCo Indemnitees shall have the meaning set forth in Section 4.3.

  • Licensee Indemnitees has the meaning set forth in Section 11.2.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Indenture Indemnitee means (i) WTNA and the Mortgagee, (ii) each separate or additional trustee appointed pursuant to the Trust Indenture, (iii) the Subordination Agent, (iv) each Liquidity Provider, (v) each Pass Through Trustee and each Related Note Holder, (vi) the Paying Agent, (vii) the Escrow Agent and (viii) each of the respective directors, officers, employees, agents and servants of each of the persons described in clauses (i) through (vii) inclusive above.

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

  • Investor Indemnified Party is defined in Section 4.1.

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

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Investor Indemnitees shall have the meaning set forth in Section 5.01.

  • Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Related Indemnified Person of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.

  • 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.