Special Indemnity Claim definition

Special Indemnity Claim means a claim in respect of any of the Special Indemnity Matters and “Special Indemnity Claims” shall be construed accordingly;
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Special Indemnity Claim shall have the meaning set forth in Section 13.03(a).
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Special Indemnity Claim shall have the meaning set forth in Section 6.4(c).
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Examples of Special Indemnity Claim in a sentence

  • The Selling Shareholder’s indemnity obligation hereunder is limited to 60% of the Special Indemnity Claim.

  • Any claim or demand that would otherwise constitute both a Third-Party Claim and a Special Indemnity Claim shall, for purposes of this Agreement, solely constitute a Special Indemnity Claim to the extent that the Indemnified Party reasonably determines, after consultation with its outside counsel, that such Third-Party Claim cannot be reasonably and appropriately separated from such Special Indemnity Claim.

  • If an Indemnified Party wishes to make a claim under this Article XIII that does not involve a Third-Party Claim or a Special Indemnity Claim, the Indemnified Party shall give written notice to the Indemnifying Party setting forth (i) a reasonably detailed description of the claim, (ii) a good faith estimate of the amount of the claim (to the extent ascertainable) and (iii) the specific representation, warranty, covenant or provision of this Agreement that the Indemnified Party alleges to be breached.

  • The obligations of the parties with respect to the defense of the Special Indemnity Claim shall be as described in Schedule 4.1(e).

  • The ERKC shall have a helpdesk that should be able to respond in English to queries directly related to the information published on the ERKC portal within 5 working days.

  • Except for (i) an Absorb Special Indemnity Claim or (ii ) an Excluded Claim (as hereafter defined), Absorb’s maximum aggregate liability arising out of or related to this Agreement, whether in contract, tort, or under any other theory of liability, will be limited to the total amount paid or payable by Client hereunder to Absorb in the twelve (12) consecutive months preceding the incident causing the Claim (the “General Liability Cap”).

  • Any modification to this Amended Agreement as approved shall be attached hereto and incorporated herein by reference.

  • With respect to any Special Indemnity Claim, (A) any disclosure included in the Schedules relating thereto shall not reduce or mitigate any Losses relating thereto and (B) such claim for indemnification may include any Losses arising from, relating to or incurred in connection with any matter disclosed in the Schedules relating thereto.

  • Except for (i) an Absorb Special Indemnity Claim; (ii) a Client Special Indemnity Claim; or (iii) an Excluded Claim (as hereafter defined), each Party’s maximum aggregate liability arising out of or related to this Agreement, whether in contract, tort, or under any other theory of liability, will be limited to the total amount paid by Client hereunder to Absorb in the twelve (12) consecutive months preceding the incident causing the Claim (the “General Liability Cap”).


More Definitions of Special Indemnity Claim

Special Indemnity Claim has the meaning set forth in Section 2.8(b).
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Special Indemnity Claim has the meaning set forth in Section 11.1(a).
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Special Indemnity Claim means a claim with respect to the matters set forth on Schedule SIC.
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Special Indemnity Claim has the meaning set forth in Section 6.2(a).
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Related to Special Indemnity Claim

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Indemnification Claim has the meaning set forth in Section 12.3.

  • Indemnified Claim has the meaning set forth in Section 8.2.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Liability Claim has the meaning set forth in Section 7.2(a).

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • Third Party Claim has the meaning set forth in Section 8.3.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Third Party Claims has the meaning set forth in Section 11.1.

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

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

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

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

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

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • First party claimant means an individual, corporation, association, partnership or other legal entity asserting a right to payment under an insurance policy or insurance contract arising out of the occurrence of the contingency or loss covered by such policy or contract;

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

  • Indemnified Person has the meaning set forth in Section 11.3.

  • Third party claimant means any individual, corporation, association, partnership, or other legal entity asserting a claim against any individual, corporation, association, partnership, or other legal entity insured under an insurance policy or insurance contract.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Indemnified Costs has the meaning specified in Section 8.05(a).

  • 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.

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Indemnified Matters has the meaning specified therefor in Section 12.15.