Right to Indemnification definition

Right to Indemnification. The Company shall, except to the extent prohibited by applicable law as then in effect, indemnify any Indemnitee who is or was involved in any manner (including, without limitation, as a party or witness), or is threatened to be made so involved, in any threatened, pending, or completed investigation, claim, action, suit, or proceeding whether civil, criminal, administrative, or investigative (including, without limitation, any action, suit, or proceeding by or in the right of the Company to procure a judgment in its favor) (herein referred to as a "Proceeding"), by reason of the fact that such person is or was a director or officer of the Company, and/or is or was serving at the request of the Company as a director or officer, of any Company affiliate, against all expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding; provided, however, that, except as provided in Paragraph 3.4, the foregoing shall not apply to a director or officer of the Company with respect to a Proceeding that was commenced by such director or officer. Such indemnification shall include the right to receive payment in advance of any expenses incurred by Indemnitee in connection with such Proceeding, consistent with the provisions of applicable law as then in effect. 3 Advancement of Expenses; Procedures;
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Right to Indemnification. Even in an event where an argument is made against the Parties Entitled to Indemnification, that they are not entitled to indemnification for any reason, the Parties Entitled to Indemnification, immediately upon their initial request, shall be entitled to payment of the amount they are owed for the ‘Indemnification Undertaking’. In the event of a conclusive judicial ruling that the Parties Entitled to Indemnification have no Right to Indemnification, the Parties Entitled to Indemnification shall return the Indemnification Undertaking amounts paid to them. Without derogating from the compensation rights granted to the Trustee under the Law and subject to the provisions set forth in this Deed and/or the Company's obligations under this Deed, the Parties Entitled to Indemnification shall be entitled to indemnification subject to the satisfaction of the Indemnification Undertaking, out of the funds received by the Trustee from the proceedings that it initiated, and the Trustee may withhold the funds in its possession and pay out of them the amounts necessary for payment of such indemnity. All the above amounts shall have priority over the rights of the Noteholders and subject to the provisions of applicable law and provided that the Trustee acted in good faith and in accordance with the duties imposed on it under applicable law and this Deed. This is an unofficial convenience translation of the Deed of Trust in Hebrew (the "Hebrew Deed of Trust"). Only the Hebrew Deed of Trust is governing the terms of the Notes. In any conflict or inconsistency between this translation and the Hebrew Deed of Trust, the latter shall govern. - 48 - 23.2. Without derogating from the validity of the Indemnification Undertaking in Section 23.1 above, whenever the Trustee was required under the terms of the Deed of Trust and/or the Law and/or order of any competent authority and/or in accordance with applicable law and/or pursuant to a request of the Noteholders and/or pursuant to the Company’s request and/or for purpose of protecting the rights of the Noteholders (Series B), to take any action, including but not limited to initiation of proceedings or filing claims per the request of the Noteholders (Series B) as set forth in this Deed, the Trustee shall be entitled to refrain from taking any such action until it receives a cash deposit to its reasonable satisfaction for covering the Indemnification Undertaking (hereinafter: the “Financing Cushion”), in the required amount to be r...
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Right to Indemnification. Even in an event where an argument is made against the Parties Entitled to Indemnification, that they are not entitled to indemnification for any reason, the Parties Entitled to Indemnification, immediately upon their initial request, shall be entitled to payment of the amount they are owed for the ‘Indemnification Undertaking’. In the event of a conclusive judicial ruling that the Parties Entitled to Indemnification have no Right to Indemnification, the Parties Entitled to Indemnification shall return the Indemnification Undertaking amounts paid to them. Without derogating from the compensation rights granted to the Trustee under the Law and subject to the provisions set forth in this Deed and/or the Company's
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Examples of Right to Indemnification in a sentence

  • Right to Indemnification upon Application; Procedure upon Application.

  • Any repeal or modification of subparagraph (i) of this Section (a) of Article SEVENTH shall not adversely affect any right or protection of a director existing hereunder with respect to any act or omission occurring at or prior to the time of such repeal or modification.(b) Right to Indemnification.

  • Right to Indemnification upon Application: Procedure upon Application.

  • A claim to which indemnification applies under Section 10.1 (BioGenerics’ Right to Indemnification) or Section 10.2 (Licensee’s Right to Indemnification) shall be referred to herein as an “Indemnification Claim”.

  • Determination of Right to Indemnification - Unless otherwise provided by the articles of incorporation or bylaws or by written agreement between the Director or Officer and the Corporation, the Director or Officer seeks indemnification under Section 2, 2.

  • Right to Indemnification.............................................................

  • A claim to which indemnification applies under Section 10.1 (Coherus’ Right to Indemnification) or Section 10.2 (Licensee’s Right to Indemnification) shall be referred to herein as an “Indemnification Claim”.

  • INDEMNIFICATION8.1 Right to Indemnification of Directors and Officers.

  • Right to Indemnification upon Application; Procedure upon Application .

  • If a claim under Section 10.1 (Right to Indemnification) or 10.2 (Right to Advancement of Expenses) is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim.

Related to Right to Indemnification

  • 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, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • 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 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 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 Claim has the meaning set forth in Section 10.3.

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

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

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

  • Exculpation means the exculpation provision set forth in Article X.E hereof.

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

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

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

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

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

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

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

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

  • Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.

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

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

  • Limitation of Liability Insert the following Section 15, after Section 14:

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

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

  • 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.