Special Indemnity Claims definition

Special Indemnity Claims means any claim brought, based in whole or in part, under a breach of either or both the Special Tax Indemnity and/ or the Special Dealer Indemnity.
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Special Indemnity Claims means any Specified Case Claim or Specified Matter Claim;
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Special Indemnity Claims has the meaning set forth in Section 11.2(a)(ii).
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Examples of Special Indemnity Claims in a sentence

  • The Sellers shall not be liable in respect of any Claim (excluding Fundamental Warranty Claims, Special Indemnity Claims and Indemnified Tax Claims) to the extent the Purchaser has Purchaser Actual Knowledge of the facts, matters, events or circumstances giving rise to such Claim.

  • For the avoidance of doubt, “Payment Offset” shall include amounts payable, or which would be payable, to Purchaser from the Escrow Account in respect of Special Indemnity Claims, subject to the terms and conditions of this Agreement, including (in particular) the first sentence of this definition.

  • In the event that there are pending Losses and Expenses, indemnification claims or outstanding Scheduled Indemnity Matters or other Special Indemnity Claims on the Termination Date, the Stockholder Representative Expense Fund shall be held until all such matters are finally resolved.

  • Either Party’s maximum aggregate liability relating to or arising out of: (i) an Absorb Special Indemnity Claim(s) in the case of the Absorb, (ii) a Client Special Indemnity Claim(s) in the case of the Client, shall be limited to two times (2x) the General Liability Cap (the “Special Indemnity Cap”).

  • The Seller shall have no liability for any Claim (excluding Fundamental Warranty Claims, Special Indemnity Claims and Indemnified Tax Claims) to the extent that the facts, matters, events or circumstances giving rise to such Claim are Disclosed.

  • The Sellers shall have no liability for any Claims (excluding Fundamental Warranty Claims, Special Indemnity Claims and Indemnified Tax Claims) unless the aggregate amount (ignoring interest on the amount claimed and any costs and expenses associated with making the claim) of all such Claims notified to the Sellers is equal to or exceeds $3,500,000 in which case the Sellers shall (subject to this Schedule) be liable for the whole amount of such Claims and not merely for the excess.

  • Absorb’s maximum aggregate liability relating to or arising out of an Absorb Special Indemnity Claim(s), shall be limited to two times (2x) the General Liability Cap (the “Special Indemnity Cap”).

  • The Sellers shall have no liability for any Claim (excluding Fundamental Warranty Claims, Special Indemnity Claims and Indemnified Tax Claims) to the extent that an express and specific provision, reserve or allowance has been made in the Management Accounts or the Accounts in respect of the period ending on the Locked Box Date for the matter or thing giving rise to such Claim.

  • The Purchaser Indemnitees may retain separate co-counsel at their sole cost and expense and participate in (but not control) the defense, appeal or settlement proceedings of the Other Special Indemnity Claims.


More Definitions of Special Indemnity Claims

Special Indemnity Claims has the meaning set forth in Section 7.3(a).
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Special Indemnity Claims has the meaning set forth in Section 8.4(b).
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Related to Special Indemnity Claims

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

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • 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 Claims has the meaning set forth in Section 11.1.

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

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • 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.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

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

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

  • 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.

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

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

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

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

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

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

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

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • 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.

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

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

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

  • Indemnification Threshold has the meaning set forth in Section 11.5.

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