Indemnified Damages definition

Indemnified Damages shall have the meaning assigned to such term in Section 6(a).

Indemnified Damages has the meaning ascribed to such term in Section 2.5.1.

Indemnified Damages has the meaning set forth in the Section 7(a).

Examples of Indemnified Damages in a sentence

• Where the Company and the Parent are obligated to indemnify the Indemnified Parties under Section 9.01, such indemnity obligation must be satisfied by paying to that Indemnified Party in cash an amount equal to the applicable Indemnified Damages upon the request of the Indemnified Party.

• The parties acknowledge, for clarity, that the foregoing waiver of consequential and punitive damages shall not apply to Third Party Indemnified Damages.

• The Company shall reimburse each Indemnified Person promptly as such Indemnified Damages are incurred and are due and payable, in connection with investigating or defending any such Claim.

• If this ‎ARTICLE 8 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Member, Director, or any other Person indemnified pursuant to this ‎ARTICLE 8 as to Old Pre-Effective Time Indemnified Damages, to the fullest extent permitted by any applicable portion of this ‎ARTICLE 8 that shall not have been invalidated and to the fullest extent permitted by Law.

More Definitions of Indemnified Damages

Indemnified Damages means all liabilities, losses and damages incurred, expenses reasonably incurred by an Indemnified Party (including reasonable fees of attorneys and other professional advisors and of expert witnesses incurred prior to the Indemnifying Party assuming the defense of a claim in accordance with this Agreement) and final judgments (regardless of how such monetary damages payable to a third party are characterized as part of such judgments, but subject to the limitations and exclusions in this Agreement), settlements and court costs.

Indemnified Damages means any liabilities, claims, losses, damages, fines, penalties, reasonable expenses and/or charges but not including Enforcement Costs.

Indemnified Damages has the meaning set forth in section 6(a) of this Agreement.

Indemnified Damages has the meaning set forth in Section 9.1.

Indemnified Damages. Section 9.1(a) "Indemnified Party" Section 9.1(b) "Indemnified Person" Section 9.1(a) "Investor" Preamble "Notice of Blocking Period" Section 3.2 "Notification Date" Section 1 "Permitted Transferee" Section 7.1 "Purchase Price" Section 1 "Registrable Securities" Section 1 "Registration Statement" Section 2.4(a)(i) "SEC" Section 2.4 "Settlement" Section 2.3(a) "Settlement Date" Section 1 "Underwriter" Recitals "Underwriting Agreement" Recitals "Violations" Section 9.1(a) FUEL(TM) PATENT PENDING STAND-BY PURCHASE AGREEMENT --------------------------- STAND-BY PURCHASE AGREEMENT dated as of February 28, 2001 (the "Agreement"), between Ramius Capital Group, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Investor"), and MGI PHARMA, Inc., a corporation organized and existing under the laws of the State of Minnesota (the "Company").

Indemnified Damages means any and all claims, actions, demands, losses, costs, expenses, liabilities, penalties, and other damages, including without limitation, reasonable attorneys' fees and other costs and expenses reasonably incurred in investigating or attempting to avoid same, in opposing the imposition of the same, and/or in enforcing this indemnity. The Stockholder shall obtain the prior written consent of the Company, which shall not be unreasonably withheld, before ceasing to defend against such claim or entering into any settlement, adjustment, or compromise of such claim unless such settlement, adjustment, or compromise involves only the payment of monetary consideration by the Stockholder and does not involve any admission of fact that might have a material adverse effect on the future business or operations of the Company or that might reasonably prejudice the Company in subsequent or other litigation. The Stockholder shall reimburse the Company on demand for any payment made or damages sustained by the Company at any time after a Closing, whether based upon the judgment of any court of competent jurisdiction, pursuant to a bona fide compromise or settlement of claims, demands or actions, or otherwise in respect of any Indemnified Damages.

Indemnified Damages shall have the meaning assigned to such term in Section 6(a). (p) “Initial Registration Statement” shall have the meaning assigned to such term in Section 2(a). (q) “Investor” shall have the meaning assigned to such term in the preamble of this Agreement.