Indemnity Event definition

Indemnity Event means any event or occurrence arising from or relating to (a) Indemnitee’s position or status as a past or current officer, director, employee, agent or fiduciary of Company or any of its Affiliates, or any predecessor thereof, respectively, or in serving (or having served) at the request of Company (or any predecessor thereof) as an officer, director, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or (b) any act, action or inaction by or on the part of Indemnitee while serving in any such capacity or capacities.

Indemnity Event has the meaning set forth in Section 2(a) of this Agreement.

Indemnity Event shall have the meaning set forth in Section 8.07(f)(i).

Examples of Indemnity Event in a sentence

• Buyer may, but shall not be obligated to, set off against any and all payments due Seller under this Agreement or any other agreement between the parties, any amount to which WCI, Buyer or any other Indemnitee is entitled to be indemnified hereunder with respect to any Indemnity Event.

• If Seller pays an Indemnification Demand, --------- Purchaser agrees to provide Seller upon Seller's request information concerning any insurance coverages Purchaser has that could result in an insurance recovery relating to the event which resulted in the indemnity payment ("Insured Indemnity Event").

• However, the sole remedy available to the Limited Partner for the failure of the General Partner to obtain the consent of the Limited Partner with respect to an election described above shall be the creation of a Tax Indemnity Event.

• Upon Seller's request, Purchaser shall make a claim with its insurers for the Insured Indemnity Event.

• In calculating the future Tax benefits and future Tax detriments resulting from an Indemnity Event, such Tax benefits and Tax detriments shall be projected until such time as no material Tax benefits or Tax detriments are expected to remain.

More Definitions of Indemnity Event

Indemnity Event has the meaning given to it in Clause 12.1;

Indemnity Event means any of the following:

Indemnity Event means (x) the specific item, event, circumstance, failure to act or other situation that gave rise to the claim for indemnity, and (y) the receipt or accrual of the indemnity payment. Once finally determined in accordance with the provisions of this Section 8.07(f), the Tax Adjustments with respect to an Indemnity Event (including all related adjustments made with respect to such event) shall not be redetermined based on the failure of any of the assumptions or projections used in determining such Tax Adjustments actually to come to pass.

Indemnity Event shall have the meaning set forth in clause 14.3.1.

Indemnity Event means any infringement of any third party’s intellectual property rights arising out of the use of the Software by the Licensee in accordance with the terms of this Licence Agreement;

Indemnity Event means the Seller receiving a binding direction from the French tax authorities to pay the FTT in respect of the Acquisition, whether as a result of a failure of the Purchaser to comply with its obligations under paragraph 7.1 or otherwise;

Indemnity Event means any of the events stated in Exhibit 13;