Indemnifiable Liabilities definition

Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

Indemnifiable Liabilities means all Expenses and all other liabilities, damages (including, without limitation, punitive, exemplary, and the multiplied portion of any damages), judgments, payments, fines, penalties, amounts paid in settlement, and awards paid or incurred that arise out of, or in any way relate to, any Indemnifiable Event.

Indemnifiable Liabilities shall have the meaning ascribed to it in Section 3(a) below.

Examples of Indemnifiable Liabilities in a sentence

• To the fullest extent permitted by Colorado law, the Company’s assumption of the Proceeding in accordance with paragraph Section 12(b) above will constitute an irrevocable acknowledgement by the Company that any Indemnifiable Liabilities suffered or paid by Indemnitee and Indemnifiable Expenses by or for the account of Indemnitee actually and reasonably incurred in connection therewith are indemnifiable by the Company under Section 3 of this Agreement.

• The Parties agree that the Indemnifying Party shall not indemnify the Indemnifiable Party until the arithmetic sum of the amounts of the Claims, Damages and/or Indemnifiable Liabilities known by the Indemnifiable Party exceeds one hundred thousand Argentine pesos (ARS 100,000) (the “ Claims Threshold”).

• To the extent that the foregoing undertaking by the Co-Borrowers may be unenforceable for any reason, the Co-Borrowers shall make the maximum contribution to the payment and satisfaction of each of the Indemnifiable Liabilities which is permissible under applicable law.

• In any judicial proceeding brought under Section 13(a) above, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification of Indemnifiable Liabilities or Indemnifiable Expenses, as applicable, hereunder.

• Purchasers may withhold from the Adjusted Balance or the Security Balance any Claim, Damage and/or Indemnifiable Liability even if they do not reach the Claims Threshold until Sellers’ indemnification obligation regarding the relevant Claims, Damages and/or Indemnifiable Liabilities is extinguished.

More Definitions of Indemnifiable Liabilities

Indemnifiable Liabilities shall have the meaning assigned in Section ------- 13.1(a) hereof. -------

Indemnifiable Liabilities means all Liabilities paid by the Indemnitee in connection with any Proceeding to which the Indemnitee was or is a party or is threatened to be made a party as a result of any act or omission by the Indemnitee in [his/her] Corporate Status;

Indemnifiable Liabilities has the meaning set forth in Section 6.6(e).

Indemnifiable Liabilities means all Liabilities of the Companies existing on the Closing Date or primarily attributable to events, conditions, circumstances or periods that occurred or existed prior to the Closing, except for the Companies ordinary-course obligations under Contracts to the extent such obligations are by the terms of such Contracts required to be performed or paid after the Closing Date and do not arise out of any pre-Closing breach thereunder by any of the Companies or any Predecessor. But Indemnifiable Liabilities excludes any Assumed Liabilities.

Indemnifiable Liabilities means any and all (i) Actions (including any claim) made or brought before or after the Closing Date that the manufacture, use or sale of any product of the Valves Business before the Closing Date constituted an infringement of or other violation of the Intellectual Property rights of any other Person except that the Xxxxxxx Litigation shall not constitute an Indemnifiable Liability; "Xxxxxxx Litigation" means litigation brought by Xxxxxxx or its Affiliates against CMI with respect to patent nos. 6,283,933 and 5,350,420 regarding any annuloplasty rings including the annuloflex tricuspid ring expected to be launched in the second quarter of 2003, (ii) claims of any employees made before or after the Closing Date arising out of or otherwise relating to any violation of Law (including any Law relating to discrimination) or other actions or omissions (except the transactions contemplated by this Agreement) occurring before the Closing Date, except to the extent specifically reserved against in the Working Capital included in the Final Closing Balance Sheet or as otherwise provided in Article VI, (iii) obligations of any Target Company or any Seller Affiliate under any contract (including any lease) relating to the Valves Business that are required to be performed or paid before the Closing Date or relate to actions or omissions occurring before the Closing Date and (iv) Liabilities arising out of or otherwise relating to the Cryolife Litigation, including royalties for products sold prior to and after the Closing, upfront payments, loss of profits arising from any injunctive relief and costs and expenses to redesign any product; "Cryolife Litigation" means all claims by Cryolife relating to the use of the trademark Synergy, including claims brought by Cryolife in the lawsuit entitled Cryolife Inc. x. Xxxxxx Carbomedics, Docket No. 02-CV-319 (Western District of Texas).

Indemnifiable Liabilities means all Expenses and all other liabilities, damages (including, without limitation, punitive, exemplary, and the multiplied portion of any damages), judgments, payments, fines, penalties, amounts paid by Indemnitee in settlement solely with the Companies' consent (such consent not to be unreasonably withheld), and awards paid or incurred that arise out of, or in any way relate to, any Indemnifiable Event. g. Investor Group: shall include Ardshiel, Inc., Ardatrium L.L.C., Arddoor L.L.C., Ardwing X.XX.,Wing Partners L.L.C., GE Investment Private Placement Partners II, a Limited Partnership and each of their respective affiliates.

Indemnifiable Liabilities means such Expenses, Losses and Liabilities, respectively.