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 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.
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.
Agent Indemnitees means Agent and its officers, directors, employees, Affiliates, agents and attorneys.
Product Liability means any liability, claim or expense, including but not limited to attorneys’ fees and medical expenses, arising in whole or in part out of a breach of any express or implied product warranty by the Company, strict liability in tort, negligent manufacture of product, negligent provision of services, product recall, or any other allegation of liability arising from the design, testing, manufacture, packaging, labeling (including instructions for use), or sale of products.
Parent Indemnified Parties has the meaning set forth in Section 9.2(a).
Indemnification Claim has the meaning set forth in Section 12.3.
Agent Indemnitee as defined in Section 9.7.
Indemnification Claim Notice has the meaning set forth in Section 11.3.
Product Liability Claim means a Claim of a Third Party (other than a Claim arising out of use of the Product in a clinical trial) that (i) arises as a result of the use of the Product during the Term that results in personal injury or death or (ii) is in anticipation of or intended to prevent or forestall personal injury or death as a result of the use of the Product during the Term.
Indemnification Cap has the meaning set forth in Section 9.4(a).
Lender Indemnitees shall have the meaning given to it in Section 14.19 hereof.
Buyer Indemnified Party has the meaning set forth in Section 8.2.
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Defects Liability Period means the warranty period following the taking over, during which the Contractor is responsible for making good, defects and damage in Goods and Services provided, under the Contract.
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Seller Indemnified Party has the meaning set forth in Section 7.2.
Third Party Infringement Claim has the meaning set forth in Section 6.4.
Products Liability means:Your legal liability in respect of Personal Injury and/or Property Damage caused by or arising out of any Products or the reliance upon a representation or warranty made at any time with respect to such products; but only where such Personal Injury and/or Property Damage occurs away from premises owned or leased by or rented to You and after physical possession of such products has been relinquished to others.
Third Party Claims has the meaning set forth in Section 11.1.
Indemnity means the payment of an amount to offset all or part of an insured loss.
Buyer Indemnitees has the meaning set forth in Section 8.02.
Licensor Indemnitees has the meaning set forth in Section 9.1.
Parent Indemnitees has the meaning set forth in Section 8.02.
Buyer Indemnified Persons has the meaning set forth in Section 8.2.