Indemnified Member definition

Indemnified Member means you as a member school of ACSI located in North America (and your member governing boards, adminis- trators and employees or the sponsoring church of the member Christian school if the school is operated as a ministry of the church), but only if ACSI and you have entered into an indemnity agreement in relation to an Employment Prac- tices Proceeding, Covered Student Lawsuit, or belief-based legal challenge.
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Indemnified Member is defined in Section 9.1.1
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Indemnified Member has the meaning set forth in Section 3.13.
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Examples of Indemnified Member in a sentence

  • Notwithstanding the foregoing, the Indemnified Member Party may participate in the defense at the sole cost and expense of the Indemnified Member Party.

  • No Party shall be entitled to make any indemnity claim under Section 6.1(i) above with respect to the inaccuracy of any representation or warranty unless and until such claim (or series of related claims by such Party and any related Company Group Indemnified Member) is greater than [*], provided that this Section 6.2(b) shall not apply to the inaccuracy of any Fundamental Representation or any representation relating to Tax matters.

  • If any claim or demand is asserted against an Indemnified Member Party or the Company with respect to which the Indemnified Member Party or the Company may be entitled to indemnification under this Agreement, then the Indemnified Member Party shall cause notice of the claim or demand (together with a reasonable description), to be given to the Indemnifying Member promptly after the Indemnified Member Party has knowledge or notice of the claim or demand.

  • Before the assumption of the defense of any claim or demand subject to indemnification by an Indemnifying Member, the Indemnified Member Party or the Company may file any motion, answer or other pleading, or take such other action as it deems appropriate, to protect its interests or those of the Company or the Indemnifying Member.

  • If it is finally determined that the Indemnifying Member is responsible for indemnification of any such claim or demand, or if the Indemnifying Member elects to assume the defense of the claim or demand under Section 4.3(c), then the Indemnifying Member shall promptly reimburse the Indemnified Member Party or the Company for all costs and expenses incurred under the previous sentence.

  • Any Adverse Consequences to the assets or business of the Indemnified Member Party or the Company caused by the failure of the Indemnifying Member to defend, compromise or settle a claim or demand in a diligent manner after having given notice that it will assume control of the defense, compromise and settlement of the matter shall be included in the Adverse Consequences for which the Indemnifying Member shall be obligated to indemnify the Indemnified Member Parties and the Company.

  • Any settlement or compromise of any claim or demand by the Indemnifying Member shall be made only with the consent of the Indemnified Member Party, which may not be unreasonably withheld or delayed.

  • The lease shall provide that charges assessed under paragraph (b) (2) and (3) of this section shall not be due and collectible until two weeks after the PHA gives written notice of the charges.

  • If any claim or demand is asserted against an Indemnified Member Party or the Company with respect to which the Indemnified Member Party or the Company may be entitled to indemnification under this Agreement, then the Indemnified Member Party will cause notice of the claim or demand (together with a reasonable description), to be given to the Indemnifying Member promptly after the Indemnified Member Party has knowledge or notice of the claim or demand.

  • Any settlement or compromise of any the claim or demand by the Indemnifying Member shall be made only with the consent of the Indemnified Member Party, which may not be unreasonably withheld or delayed.


More Definitions of Indemnified Member

Indemnified Member shall have the meaning set forth in Section 5.5.
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Related to Indemnified Member

  • Indemnified Matter has the meaning specified in Section 11.4 (Indemnities).

  • indemnified representative means any and all directors and officers of the corporation and any other person designated as an indemnified representative by the board of directors of the corporation (which may, but need not, include any person serving at the request of the corporation, as a director, officer, employee, agent, fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

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

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Indemnified Claim has the meaning set forth in Section 8.2.

  • Indemnified Person has the meaning set forth in Section 11.3.

  • Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Related Indemnified Person of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.

  • Indemnified Liability means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • 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.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Investor Indemnified Party is defined in Section 4.1.

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Company Indemnitees shall have the meaning set forth in Section 5.02.

  • Indemnified Items shall have the meaning assigned to such terms in Section 2(b).

  • Qualified Member means a member of the Committee who is a “Non-Employee Director” within the meaning of Rule 16b-3(b)(3) and an “outside director” within the meaning of Regulation 1.162-27 under Code Section 162(m).

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Indemnified Liabilities has the meaning specified in Section 10.05.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Investor Indemnitees shall have the meaning set forth in Section 5.01.