APW Counter Indemnity means a counter indemnity granted by APW Ltd in favour of NatWest and dated 26 April 2001;
Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.
Servicer Indemnified Party As defined in Section 8.05(c) of this Agreement.
Tax Indemnity means the deed of covenant against taxation, in the Agreed Terms, to be entered into on the Closing Date between the Seller and the Purchaser;
Indemnity means the payment of an amount to offset all or part of an insured loss.
Purchaser Indemnified Parties has the meaning set forth in Section 8.2.
Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).
Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).
Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.
Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.
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.
Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Seller Indemnified Party has the meaning set forth in Section 7.2.
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.
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Buyer Indemnified Party has the meaning set forth in Section 8.2.
Indemnification Escrow Amount has the meaning set forth in Section 2.2(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 Agreements has the meaning set forth in Section 2.5.
Seller Indemnified Persons has the meaning set forth in Section 8.3.
Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.
Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.
Purchaser Indemnitees has the meaning set forth in Section 7.02.
Holder Indemnified Parties has the meaning set forth in Section 7(a).
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.
Buyer Indemnified Persons has the meaning set forth in Section 8.2.