Specific Indemnity Matters definition

Specific Indemnity Matters shall have the meaning set forth in Section 8.3(h). “Straddle Period” shall mean a taxable period that begins on or before and ends after the Closing Date. “Success Bonuses” shall have the meaning as set forth in Section 6.10(d). “Target Companies” shall have the meaning set forth in the Preamble of this Agreement. “Tax” or “Taxes” shall mean (a) any and all taxes, charges, duties, fees, levies, or other fees or assessments, in each cash imposed by a Governmental Body in the nature of a tax, including income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever and including any interest, penalty, or addition with respect thereto, whether disputed or not, (b) any Liability under any state abandonment or unclaimed property, escheat or similar Law and (c) any Liability for the payment of any amounts of the type described in clauses (a) or (b) that arises by reason of a contract, assumption, transferee or
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Specific Indemnity Matters has the meaning set forth in Section 8.02(a)(ii)(J). “Sponsor” has the meaning set forth in Section 3.11(d). “Stock Buyer” has the meaning set forth in the Preamble. “Straddle Period” has the meaning set for in Section 7.05(b).
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Specific Indemnity Matters means all matters described in Section 1.1(i) of Seller Disclosure Schedules.
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Examples of Specific Indemnity Matters in a sentence

  • The Indemnification Cap shall not be applicable to a breach of the representations or warranties set forth in Section 4.1, Section 4.2, Section 4.4, Section 4.5(a), Section 4.5(c), Section 4.5(f), Section 4.5(h) and/or 4.7(g) , nor to the Specific Indemnity Matters.

  • The portion of the Escrow Fund allocated for payment of Damages in connection with General Indemnity Matters shall not be available for payment of Damages in connection with Specific Indemnity Matters, and the portion of the Escrow Fund allocated for payment of Damages in connection with Specific Indemnity Matters shall not be available for payment of Damages in Connection with General Indemnity Matters.

  • Notwithstanding anything to the contrary contained in this Agreement, Seller shall not be liable for indemnification under this Agreement (except in the case of the Specific Indemnity Matters) unless and until the aggregate amount of all such losses incurred by Buyer Indemnitees exceeds $100,000, at which point Seller shall be liable for indemnification under this Agreement for all amounts in excess of the $100,000 threshold.

  • The Indemnification Cap shall not be applicable to a breach of the representations or warranties set forth in Section 4.1, Section 4.2, Section 4.4, Section 4.5(a), Section 4.16, nor to the Specific Indemnity Matters; provided, however, that the indemnification obligations of the Seller with respect to any such provisions shall not exceed an amount equal to the Cash Consideration plus 50% of the Buyer Stock Consideration.

  • Notwithstanding anything to the contrary contained in this Agreement, an Indemnifying Party shall not be liable for indemnification under this Agreement (except in the case of the Specific Indemnity Matters) unless and until the aggregate amount of all such losses exceeds $100,000, at which point the Indemnifying Party shall be liable for indemnification under this Agreement back to the first dollar.

  • JDM shall provide written progress reports to Xtra-Gold within two weeks following the end of each month during the Term of this Agreement and any subsequent renewal thereof.

  • With respect to those matters for which the Seller is providing full indemnification to the Buyer and its Affiliates under Sections 6.1(c) through 6.1(h) (the "Specific Indemnity Matters"), the Parties agree that the Seller shall be entitled to continue or assume, as applicable, control of the defense of such Specific Indemnity Matter, and with respect to such Specific Indemnity Matter, shall be the Indemnifying Party hereunder.


More Definitions of Specific Indemnity Matters

Specific Indemnity Matters has the meaning set forth in Section 8.2(e)(ii).
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Specific Indemnity Matters is defined in Section 3.6.
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Specific Indemnity Matters. Section 9.2 "Surviving Corporation" Section 1.2 "Target Employee Payments" Section 4.14 "Welfare Plan(s)" Section 2.21(a)(i) "Year 2000 Problem" Section 2.29
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Specific Indemnity Matters means the matters set forth in Section 9.1(c) to Section 9.1(g) and Section 9.2(c) to Section 9.2(d) and "Specific Indemnity Matter" means any one of such matters.
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Specific Indemnity Matters means the matters as set forth in SCHEDULE 16.
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Related to Specific Indemnity Matters

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

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

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • 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.

  • 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.

  • Environmental Damages means all claims, judgments, damages, losses, penalties, fines, liabilities, encumbrances, liens, costs and expenses of investigation and defense of any claim, including, without limitation, attorney’s fees, that are incurred at any time as a result of the existence of Environmental Conditions upon, about or beneath the Project Site or migrating or threatening to migrate to or from the Site, and including, without limitation:

  • 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.

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.

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

  • 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 Threshold has the meaning set forth in Section 11.5.

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Indemnity Cap has the meaning set forth in Section 8.4.3.

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

  • protection and indemnity risks means the usual risks covered by a protection and indemnity association managed in London, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02 or 1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/11/95) or clause 8 of the Institute Time Clauses (Hulls) (1/10/83) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision;

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Indemnification Claim has the meaning set forth in Section 12.3.

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

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Indemnification Agreements has the meaning set forth in Section 2.5.