Indemnifiable Losses

Indemnifiable Losses. Means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim; provided, however, that Indemnifiable Losses shall not include Losses incurred by Indemnitee in respect of any Indemnifiable Claim (or any matter or issue therein) as to which Indemnitee shall have been adjudged liable to the Company, unless and only to the extent that the Delaware Court of Chancery or the court in which such Indemnifiable Claim was brought shall have determined upon application... that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Expenses as the court shall deem proper. View More

Indemnifiable Losses. Means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties and amounts paid in settlement (including without limitation all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing) (collectively, "Losses") relating to, resulting from or arising out of any act or failure to act by the Indemnitee, or his or her status as any person referred to in clause (i) of this sentence, (i) in his or her capacity as a... director, officer, employee or agent of the Company, any of its Affiliates or any other entity as to which the indemnitee is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit and (ii) in respect of any business, transaction or other activity of any entity referred to in clause (i) of this sentence. View More

Indemnifiable Losses. Means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties, ERISA excise taxes and amounts paid or payable in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing) relating to, resulting from or arising out of any Claim.

Indemnifiable Losses. Means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other) and other amounts paid or payable by Indemnitee (whether by settlement or otherwise), including, without limitation, all interest, assessments and other charges paid or payable in connection therewith, relating to, resulting from or arising out of (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee... or agent of the Company or as a director, officer, employee, member, manager, trustee, fiduciary or agent of any other corporation, limited liability company, partnership, joint venture, trust, committee, plan or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee, fiduciary or agent, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee's status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee, fiduciary or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. View More

Indemnifiable Losses. Means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties and amounts paid in settlement (including without limitation all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing) (collectively, "Losses") relating to, resulting from or arising out of, directly or indirectly, in whole or in part, any Claim in respect of any action or inaction of the Company, any of its ... Affiliates or any of their respective officers, directors, employees, predecessors, successors and assignees (collectively, "Company Persons"), and will include, without limiting the generality or effect of the foregoing, any Losses suffered or incurred by an Indemnified Party relating to, resulting from or arising out of, directly or indirectly, in whole or in part, any Claim alleging that an Indemnified Party is liable in whole or in part in respect of any action or inaction of any Company Person under any theory of secondary liability, including without limitation as an alleged aider and abettor, co-conspirator, controlling person or principal, or any theories of respondant superior, indemnity, contribution or other similar theories. Notwithstanding anything to the contrary in the foregoing, "Indemnifiable Losses" will not include (i) any Losses to the extent that, pursuant to an express provision in any written contract between the Company and the Stockholder or any of its Affiliates, such Indemnified Party (and not the Company) is liable for such Losses and is not entitled to recover or be indemnified against such Losses from the Company or such Indemnified Party's rights to recovery or indemnification as are otherwise limited by any such contract, (ii) any Losses for which indemnification is otherwise unavailable pursuant to the terms hereof, or (iii) Losses primarily relating to, primarily resulting from or primarily arising out of a knowing violation of law or willful misconduct by a director of the Company designated by the Stockholder pursuant to the Stockholder Agreement by and between the Company and the Stockholder dated as of the date hereof. View More

Indemnifiable Losses. Means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

Indemnifiable Losses. Shall mean all losses, liabilities, obligations, claims, demands, damages, penalties, reasonable settlements, causes of action, and costs and expenses including all reasonable attorneys' fees, expenses and disbursements and court costs including those incurred in connection with the enforcement of this Agreement (including Article 13).

Indemnifiable Losses. Shall mean any and all damages, costs and expenses (including investigatory and diagnostic costs and expenses and reasonable attorneys' fees and dispute resolution costs).

Indemnifiable Losses. Expenses, judgments, fines, and penalties and amounts paid in settlement incurred by Indemnitee as a result of any Claim, unless a judgment or other final adjudication adverse to Indemnitee establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that Indemnitee personally gained in fact a financial profit or other advantage to which Indemnitee was not legally entitled.

Indemnifiable Losses. Any and all Losses, actually and reasonably incurred by Indemnitee or on Indemnitee's behalf, in connection with an Indemnifiable Claim.