Conditions of Indemnification definition

Conditions of Indemnification. With respect to any indemnification obligations of either Party to the other Party under this Agreement, the following conditions must be met for such indemnification obligations to become applicable:
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Conditions of Indemnification. With respect to any actual or potential claim, any written demand, the commencement of any action, or the occurrence of any other event which involves any matter or related series of matters (a "Claim") against which a party hereto is indemnified (the "Indemnified Party") by the other party (the "Indemnifying Party") under Paragraphs A and B of this Article XV hereof:
Sample 1

Examples of Conditions of Indemnification in a sentence

  • Terms and Conditions of Indemnification.................................

  • INDEMNIFICATION 80 16.1 Contractor Indemnification 80 16.2 FPL Indemnification 81 16.3 Conditions of Indemnification 82 16.4 Contributory Negligence 83 16.5 Remedies Not Exclusive 83 16.6 Payment 83 16.7 Survival of Indemnification 83 ARTICLE XVII.

  • INDEMNIFICATION 8 10.1 Indemnification by CMS 8 10.2 Indemnification by NDD 8 10.3 Conditions of Indemnification 8 11.

  • Survival of Provisions/Indemnification 26 6.1 Survival of Provisions 26 6.2 Indemnification by Seller and the Shareholders 26 6.3 Indemnification by Buyer 27 6.4 Conditions of Indemnification 27 6.5 Limitations on Indemnification 28 6.6 Payments by AZZ 29 7.

  • INDEMNIFICATION 42 11.01 Sarnia Indemnity 42 11.02 Conditions of Indemnification for Third Party Claims 43 11.03 Limitations on Indemnity 44 11.04 Payment of Indemnification Claims 44 11.05 Arbitration 45 12.

  • Survival of Provisions/Indemnification 28 5.1 Survival of Provisions 28 5.2 Indemnification by Seller and the Shareholders 29 5.3 Indemnification by Buyer 30 5.4 Conditions of Indemnification 31 5.5 Limitations on Indemnification 32 5.6 AZZ Undertaking 33 6.

  • The following provisions will govern the rights and obligations of the parties following termination or expiration of this Agreement: Section 5.7 (Audit Rights), Section 10.1 (Indemnification by API), Section 10.2 (Indemnification by The Distributor), Section 10.3 (Conditions of Indemnification), Article 11 (Confidentiality), Section 12.5 (Post Termination) and Article 15 (Miscellaneous).

Related to Conditions of Indemnification

  • Limit of Indemnity means the amount stated in the Schedule pursuant to Clause 5 of this Policy.

  • 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, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • 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.

  • Conditions of Sale means the Conditions of Sale set out in Part 3 of this TenderDocument;

  • Conditions of Use means Conditions 1 to 10 and the Schedules and Appendices of this document.

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • 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.

  • Conditions of Contract means those statements contained in or delivered with your Ticket/s or Itinerary/Receipt, identified as such and which incorporate by reference, these Conditions of Carriage and notices.

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

  • General Conditions of Contract means the ‘Instructions to Tenderers’ and ‘General Conditions of Contract’ pertaining to the work for which above tenders have been called for.

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • Conditions of Issue means the Conditions of Issue of Octopus published by us as amended from time to time, which can be obtained from us or downloaded from our website at www.octopus.com.hk ;

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

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.

  • Limitation of Liability Insert the following Section 15, after Section 14:

  • Conditions of Approval means condition(s) imposed by the Municipality in the approval of a land development application, including any conditions contained in the annexure(s) and/or plans and/or attachment(s) that form part of the approval and/or are referred to in the approval of the land development application;

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.

  • Exculpation means the exculpation provision set forth in Article X.E hereof.

  • 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.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

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