Company Indemnified Claim definition

Company Indemnified Claim is defined in Section 9.02.
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Company Indemnified Claim shall have the meaning set forth in Section 8.04(b).
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Examples of Company Indemnified Claim in a sentence

  • The foregoing sentence will not preclude recovery of amounts claimed in a Company Indemnified Claim to the extent that claims for such amounts are subject to indemnification under this Agreement.

  • The obligations of the parties provided for under Sections 6.2(a) and 6.2(b) above in respect of any Company Indemnified Claims or PalmSource Indemnified Claims shall be performed in accordance with Section 8.3 of the Purchase Agreement; provided, however, that as used in Section 8.3 of the Purchase Agreement the term “Third Party Claim” shall mean a Company Indemnified Claim or PalmSource Indemnified Claim, as applicable.

  • This section sets forth Customer’s sole and exclusive remedy and Company’s entire liability for any Company Indemnified Claim.

  • Company’s obligations hereunder only apply if Customer (a) promptly notifies Company of the Company Indemnified Claim in writing; (2) allows Company sole control over the defence of the claim and any settlement negotiations; and (3) reasonably cooperate in response to Company’s requests for assistance.

  • The Company’s indemnity obligations under this section for any Company Indemnified Claim shall not exceed the lesser of: (i) the actual aggregate amount of any Losses for a Company Indemnified Claim or (ii) the aggregate amount of all commissions paid by the Company to Distributor in connection with the Distributor Initiated Customer giving rise to such Company Indemnified Claim over the 12-month period immediately preceding the date on which Distributor receives notice of such Company Indemnified Claim.

  • Company will control the defense of any Company Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof; provided Consultant will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that he/she admit wrongdoing or liability or subjects him/her to any ongoing affirmative obligations.

  • For the avoidance of doubt, the foregoing sentence will not preclude recovery of amounts claimed in a Company Indemnified Claim to the extent that claims for such amounts are subject to indemnification under this Agreement.

Related to Company Indemnified Claim

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

  • 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.

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

  • 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.

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

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

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

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

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

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

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

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

  • 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.

  • 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 Persons has the meaning set forth in Section 8.3.

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

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

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

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

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

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

  • Holder Indemnified Party is defined in Section 4.1.

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

  • Holder Indemnified Parties has the meaning set forth in Section 7(a).

  • Holder Indemnified Persons means, with respect to each Holder, such Holder and its affiliates and directors, officers, partners, trustees, employees, agents, representatives and control persons entitled to indemnification by the Fund under Section 7.