Indemnification Event definition

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

Indemnification Event has the meaning specified in Section 5.01(c)(i).

Indemnification Event shall have the meaning set forth in Section 11.1(c).

Examples of Indemnification Event in a sentence

• Company will defend, indemnify, and hold harmless each Indemnified Party from and against any and all Liabilities with respect to an Indemnification Event.

• Upon the occurrence of an Indemnification Event, the Bank will provide prompt written notice to the Company except where disclosure is prohibited by Law, or the Bank has been instructed by a governmental authority that disclosure would hamper an ongoing investigation.

• In addition, upon notice from Seller, Buyer shall promptly pay all amounts that Seller has become legally obligated to pay by judgment, settlement or otherwise, by reason of any Buyer Indemnification Event.

• Company will not settle or compromise any Indemnification Event giving rise to Liabilities in any manner that imposes any restrictions or obligations on Penn or grants any rights to the Penn Patent Rights or the Licensed Products without Penn’s prior written consent (unless any such grant by Company amounts to a permitted sublicense hereunder).

• If Company fails or declines to assume the defense of any Indemnification Event within thirty (30) days after notice of the applicable Claim, then Penn may assume the defense of such Claim for the account and at the risk of Company, and any Liabilities related to such Claim will be conclusively deemed a liability of Company.

More Definitions of Indemnification Event

Indemnification Event means any Claim against one or more Penn Indemnified Parties arising out of or resulting from: [***]. The term “Claim” in this Article 12 means any charges, complaints, actions, suits, proceedings, hearings, investigations, claims or demands.

Indemnification Event means any Claim against one or more Indemnified Parties arising out of or resulting from: (a) the development, testing, use, manufacture, promotion, sale, practice or other disposition of any Penn Patent Rights (to the extent subject to the License), BMS Assigned Technical Information or Penn Materials by Company, its Affiliates, sublicensees, assignees or vendors, or of any Licensed Products manufactured, sold or provided by Company, its Affiliates, sublicensees, assignees or vendors, including (x) any product liability or other Claim of any kind related to use by a third party of such Penn Materials or Licensed Product, (y) any Claim by a third party (other than any Indemnified Party) that the practice of any of the Penn Patent Rights or BMS Assigned Technical Information by Company, its Affiliates, sublicensees, assignees or vendors, or the design, composition, manufacture, use, sale or other disposition of any such Penn Materials or Licensed Product, infringes or violates any patent, copyright, trade secret, trademark or other intellectual property right of such third party, and (z) any Claim by a third party relating to clinical trials or studies for such Licensed Products; (b) any Claim by a third party arising from any material breach of this Agreement by

Indemnification Event means an event which triggers PSE&G's obligation to indemnify the Issuer and the Trustee, for itself and on behalf of the Transition Bondholders, and each of their respective managers, officers, directors and agents, pursuant to Section 5.01 of the Sale Agreement.

Indemnification Event means an event which triggers ACE's obligation to indemnify the Issuer and the Trustee, for itself and on behalf of the Transition Bondholders, and each of their respective managers, officers, directors and agents, pursuant to Section 5.01 of the Sale Agreement.

Indemnification Event has the meaning set forth in Section 7.5(a).

Indemnification Event. (i) when used with respect to the Transfer Agreement, has the meaning specified in Section 5.01(d) of the Transfer Agreement and (ii) when used with respect to the Sale Agreement, has the meaning specified in Section 5.01(d) of the Sale Agreement.

Indemnification Event means an event which triggers Detroit Edison's obligation to indemnify the Issuer and the Trustee, for itself and on behalf of the Securitization Bondholders, and each of their respective managers, officers, directors and agents, pursuant to Section 5.01 of the Sale Agreement.