Agent Indemnification Expenses definition

Agent Indemnification Expenses has the meaning set forth in Section 10.7(d)(vii).
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Agent Indemnification Expenses has the meaning set forth in Section 8.7(e)(vii) of this Agreement.
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Agent Indemnification Expenses means any expenses arising from the indemnification of the Escrow Agent pursuant to the Escrow Agreement; “Agent Interpleader Expenses” shall mean all costs, expenses, charges, and reasonable attorney fees incurred by the Escrow Agent due to an
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Examples of Agent Indemnification Expenses in a sentence

  • Without limiting the generality of the foregoing, Parent and the Company Holders agree among themselves that the liability for any Agent Indemnification Expenses shall be allocated as follows: fifty percent (50%) to be paid by Parent and fifty percent (50%) to be paid by the Company Holders on the basis of the Company Holders’ Pro Rata Portion.

  • EMPCo asserted that federal databases, including the USGS, indicated that high water events on the river since the pipeline was installed were less extreme than past levels.

  • Notwithstanding the foregoing, the Stockholder Representative and the Senior Preferred Stockholders hereby waive the right to object to any claims in respect of any (i) Agent Interpleader Expenses, or (ii) Agent Indemnification Expenses (each an “Agreed-Upon Loss”).

  • If Seller is the losing party, the Agent Indemnification Expenses shall be paid by Seller; provided, however, that in the event Seller fails to timely pay the Agent Indemnification Expenses, the parties agree that Parent may at its option, but shall not be required to, pay the Agent Indemnification Expenses and recover an equal amount from the Escrow Fund.

  • Without altering or limiting the joint and several liability of any of the Interested Parties to the Escrow Agent, the Agent Indemnification Expenses shall be paid as follows: 50% to be paid by Parent and 50% to be paid by the Stockholders on the basis of the Stockholders’ respective Pro Rata Portions.


More Definitions of Agent Indemnification Expenses

Agent Indemnification Expenses means any expenses arising from the indemnification of the Escrow Agent pursuant to the Escrow Agreement;
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Agent Indemnification Expenses. Section 8.4(j)(vii)
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Related to Agent Indemnification Expenses

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

  • Litigation Expenses means costs and expenses incurred in connection with commencing, prosecuting and settling the Action (which may include the costs and expenses of Plaintiffs directly related to their representation of the Settlement Class), for which Lead Counsel intends to apply to the Court for reimbursement from the Settlement Fund.

  • Indemnification Cap shall have the meaning set forth in Section 8.4(b).

  • Agent Indemnitees Agent and its officers, directors, employees, Affiliates, agents and attorneys.

  • Transition Expenses The reasonable costs (including reasonable attorneys’ fees) of the Backup Servicer incurred in connection with the transferring the servicing obligations under this Agreement and amending this Agreement to reflect such transfer in an amount not to exceed $100,000.

  • Claim Expenses means reasonable documented attorneys’ fees and all other reasonable documented out-of-pocket costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim, including any Action relating to a claim for indemnification or advancement brought by an Indemnified Party as contemplated in Section 7.5.

  • Agent Indemnitee as defined in Section 9.7.

  • Litigation Expense means any expenses reasonably incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against under this Agreement, including, without limitation, court filing fees, court costs, arbitration fees or costs, witness fees, and fees and disbursements of legal counsel, investigators, expert witnesses, accountants and other professionals.

  • Indemnified Costs has the meaning specified in Section 8.05(a).

  • Preservation Expenses Expenditures made by the Servicer in connection with a foreclosed Home Equity Loan prior to the liquidation thereof, including, without limitation, expenditures for real estate property taxes, hazard insurance premiums, property restoration or preservation.

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

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Election expenses means expenses incurred, whether before, during or after the election, on account of, or in respect of, the conduct or management of the election.

  • 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.

  • Disposition Expenses means reasonable out-of-pocket expenses incurred by the Servicer in connection with the sale at auction or other disposition of a Leased Vehicle by the Servicer.

  • 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.

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

  • Reimbursable Expenses means all assignment-related costs [such as travel, translation, report printing, secretarial expenses, subject to specified maximum limits in the Contract].

  • Holder Indemnified Parties has the meaning set forth in Section 7(a).

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

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

  • Seller Expenses means, without duplication, the collective amount payable by the Company or its Subsidiaries, the Seller or their respective Affiliates for all fees, costs and expenses incurred in connection with the process of selling the Company and its Subsidiaries or otherwise relating to the negotiation, preparation or execution of this Agreement or any documents or agreements contemplated hereby or the performance or consummation of the transactions contemplated hereby or thereby (and any other agreements, documents, arrangements or transactions that were considered or negotiated as an alternative to this Agreement and the transactions contemplated hereby), including (i) all fees, costs and expenses incurred by the Company or any of its Subsidiaries in connection with or incident to this Agreement and the transactions contemplated hereby, including any such legal, consulting, accounting and investment banking fees, costs and expenses, (ii) all stay bonuses, sale bonuses, change in control payments, retention payments, synthetic equity payments, or similar payments made or to be made by the Company or any of its Subsidiaries (together with any employer portion of employment taxes payable in connection with such amounts) payable to any employees or other Person in connection with or as a result of the consummation of the transactions contemplated herein, provided that any such payments arising as a result of any termination of employment shall only be included to the extent that such employee is terminated by the Company or its Subsidiaries prior to the Closing Date (and not at the direction of the Purchaser), (iii) any fees paid under any applicable management agreement, (iv) all premiums and other payments necessary to purchase the “tail” policy for D&O insurance pursuant to Section 6.03, and (v) all costs and expenses related to the Medicina Litigation, including the Settlement Sum (as defined in the Settlement Agreement) payable pursuant to the Settlement Agreement and all costs and expenses incurred to withdraw or dismiss the Medicina Litigation.

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

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

  • Holder Indemnified Persons means, with respect to each Holder, such Holder and its affiliates and directors, officers, partners, trustees, employees, agents, representatives and control persons entitled to indemnification by the Fund under Section 7.