Indemnification Process definition

Indemnification Process means the procedures a Party is required to follow to obtain indemnification:
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Examples of Indemnification Process in a sentence

  • Claims by the Client for indemnification from OCWA will follow the Indemnification Process as described in Schedule B.

  • Claims by OCWA for indemnification from the Client will follow the Indemnification Process.

  • Claims by OCWA for indemnification from the Client will follow the Indemnification Process as set out in Schedule B.

  • Google shall not be obligated to indemnify Company for any damages or costs incurred in connection with a claim that arises from [*] pursuit of indemnification for any reason by means other than the Indemnification Process.

  • Indemnification Process: the indemnifying party will defend and settle, at the indemnifying party's own expense, all such claims and will pay all awards, damages, costs, and other amounts awarded to the claimant or agreed to in a settlement, including the indemnified party's reasonable legal fees and expenses prior to the indemnifying party assuming control of the defense to such claims and the reasonable and necessary expenses relating to cooperation requested by the Indemnifying Party.

  • If an investigator does not forward a study for review that qualifies for Inclusion in the Indemnification Process and a problem occurs and a claim is made, the University is not obligated to defend the investigator.

  • The authorization shall only be used by the Board if it is determined at a later date that the Employee is not entitled to be indemnified under the terms of this Bylaw.This Bylaw for all intents and purposes, shall be known as School District No. 68 (Nanaimo) Indemnification Process Bylaw (Corporate Seal)R.

  • Claims by the Client for indemnification from OCWA will follow the Indemnification Process as set out in Schedule B.

  • Indemnification Process Upon receipt of any documents under section 2(i), the City Manager or the Corporate Officer will make a determination as to whether the municipal official is entitled to indemnification pursuant to this bylaw, and in order to make such determination, the City Manager or Corporate Officer may request additional information from the municipal official, which must be provided by the municipal official to the best of their ability.

  • After 5 days heating small green rhombic crystal plates were observed amongst pale green amorphous material.

Related to Indemnification Process

  • Indemnification Claim has the meaning set forth in Section 12.3.

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

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • 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 Notice has the meaning set forth in Section 11.3(a).

  • 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 Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • 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.

  • 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 Agreements has the meaning set forth in Section 2.5.

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

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • 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.

  • 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 Escrow Fund has the meaning set forth in Section 2.12(a).

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

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

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

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

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

  • 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.

  • Third Party Claims has the meaning set forth in Section 11.1.

  • 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 Claim Notice shall have the meaning set forth in Section 6.5(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.