Assumption and Indemnification Agreement definition

Assumption and Indemnification Agreement means that certain Assumption and Indemnification Agreement dated as of May 22, 2007 by and among APC, the Subsidiary Guarantors named in the Indenture, the General Partner, Investments, Operating LLC and the Partnership.
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Assumption and Indemnification Agreement has the meaning set forth in the Contribution Agreement.
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Assumption and Indemnification Agreement means the assumption and indemnification agreement in the form attached as Attachment A.
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Examples of Assumption and Indemnification Agreement in a sentence

  • Seller expressly acknowledges and agrees that Buyer's obligation to pay the Purchase Price is subject and subordinate to Buyer's assumption and indemnification obligations under that certain Assumption and Indemnification Agreement dated as of March 29, 2002 between Buyer and Med Diversified, Inc.

  • Among the agreements effecting the spin-off were an Assignment, Assumption, and Indemnification Agreement, executed in May 2005 and backdated to December 31, 2002, and a Master Separation Agreement (“MSA”), dated November 28, 2005.

  • Assumption and Indemnification Agreement dated as of July 1, 1997 by and between Revlon Holdings Inc.

  • Lender expressly acknowledges and agrees that Borrower's obligations under this Note are subject and subordinate to Buyer's assumption and indemnification obligations under that certain Assumption and Indemnification Agreement dated as of March 29, 2002 between Borrower and Med Diversified, Inc.

  • Peabody also argues that the claims are not ripe because there is no evidence that GEF is not insured and, according to Peabody, § 3(b) of the Assumption and Indemnification Agreement requires that GEF demonstrate it is not insured as a condition of indemnity.

  • In contrast, the community component has only been recently introduced in Kenya, with plans for scaling up implementation from 2008 onwards.

  • The Company shall have delivered to the Buyer the fully executed Release, Assumption and Indemnification Agreement.

  • Notwithstanding the foregoing, this Section 14.14 shall in no way limit or restrict the liabilities and obligations of The Dispatch Printing Company under the Release, Assumption and Indemnification Agreement or Applicable Law relating solely to the Retained Benefit Plans.

  • Pursuant to the Environmental Assumption and Indemnification Agreement, Meritor HVS and one or more Responsible Meritor Affiliates shall be responsible for any ongoing management or other costs and expenses related to any Environmental Claims at the Environmental Sites.

  • Because this Court finds the language of the PII Indemnity and the § 3(a)(ii) of the Assumption and Indemnification Agreement to be clear and unambiguous, extrinsic evidence need not be considered.


More Definitions of Assumption and Indemnification Agreement

Assumption and Indemnification Agreement has the meaning set forth in Section 2.11(s).
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Related to Assumption and Indemnification Agreement

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

  • 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 Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

  • 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.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Tax Indemnity Agreement means that certain Tax Indemnity Agreement [NW ____ _], dated as of the date hereof, between the Owner Participant and Lessee, as originally executed or as modified, amended or supplemented pursuant to the applicable provisions thereof.

  • Representation Agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Indemnity Agreement means that certain Indemnity Agreement dated as of the Closing Date by Borrower and Indemnitor in favor of Lender.

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

  • Expense Agreement means the Agreement as to Expenses and Liabilities between the Depositor and the Trust, substantially in the form attached as Exhibit D, as amended from time to time.

  • Novation Agreement means a legal instrument—

  • Environmental Indemnity Agreement means the environmental indemnity agreement dated as of the date of this Agreement executed by Borrower for the benefit of the Indemnified Parties and such other parties as are identified in such agreement with respect to the Premises, as the same may be amended from time to time.

  • Reaffirmation Agreement means the Reaffirmation Agreement dated as of the Closing Date by the Borrower and the Guarantors to the Administrative Agent for the benefit of the Secured Parties.

  • 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.

  • Termination Agreement has the meaning set forth in the Recitals.

  • Assignment of Agreements means that certain Assignment of Agreements, Licenses, Permits and Contracts, dated as of the date hereof, from Borrower, as assignor, to Lender, as assignee.

  • Delegation Agreement means any separate agreement entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning the appointment and administration of Subcustodians delegated to the Custodian pursuant to Rule 17f-5 under the 1940 Act.

  • Assumption Agreement has the meaning specified in Section 2.18(d)(ii).

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

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

  • Assignment of Recognition Agreement With respect to a Cooperative Loan, an assignment of the Recognition Agreement sufficient under the laws of the jurisdiction wherein the related Cooperative Unit is located to reflect the assignment of such Recognition Agreement.

  • Transition Agreement has the meaning set forth in Section 12.8.1.

  • Assignment and Conveyance Agreement As defined in Subsection 6.01.

  • Assignment of Management Agreement means the Assignment of Management Agreement and Subordination of Management Fees, dated the same date as this Loan Agreement, among Borrower, Lender and Property Manager, including all schedules, riders, allonges and addenda, as such Assignment of Management Agreement may be amended from time to time, and any future Assignment of Management Agreement and Subordination of Management Fees executed in accordance with Section 6.09(d).