Other Liabilities definition
Examples of Other Liabilities in a sentence
To the extent that Indemnitee has been successful on the merits or otherwise in the defense of any Proceeding referred to in Section 2(a) above or in the defense of any claim, issue or matter described therein, the Company shall indemnify Indemnitee against Expenses and Other Liabilities incurred in connection therewith.
If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Expenses or Other Liabilities but not entitled, however, to indemnification for the total amount of such Expenses or Other Liabilities, the Company shall nevertheless indemnify Indemnitee for such total amount except as to the portion for which indemnification is prohibited by the provisions of the M&A or applicable law.
Payments of Expenses and Other Liabilities shall be made as soon as practicable following a determination pursuant to Section 8, but in any event no later than 30 days after a written demand for indemnification is delivered to the Company (which written demand shall include Indemnitee’s selection of the Reviewing Party pursuant to Section 8(c)), unless and to the extent a determination is made pursuant to Section 8 that Indemnitee is not entitled to indemnification hereunder for such amounts.
Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise (including dismissal without prejudice) in defense of any or all Proceedings arising out of, relating to or resulting from any Indemnifiable Event, or in defense of any issue or matter therein, Indemnitee shall be indemnified against all Expenses and Other Liabilities incurred in connection therewith.
In the event Indemnitee is a person who was or is a party to or witness in or is threatened to be made a party to or witness in any Proceeding by reason of an Indemnifiable Event, the Company shall indemnify Indemnitee from and against any and all Expenses and Other Liabilities incurred by Indemnitee in connection with (including in preparation for) such Proceeding to the fullest extent not prohibited by the provisions of the M&A and applicable law.