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.
Indemnification Cap has the meaning set forth in Section 9.3(a).
Lender Indemnitees shall have the meaning given to it in Section 14.19 hereof.
Servicer Indemnified Party As defined in Section 8.05(c) of this Agreement.
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 Party has the meaning set forth in Section 8.2.
Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.
Seller Indemnified Party has the meaning set forth in Section 7.2.
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
Indemnified Amounts Defined in Section 11.1.
Seller Indemnified Persons has the meaning set forth in Section 8.3.
Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.
Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.
Indemnified Amount has the meaning set forth in Section 8.01.
Company Indemnified Party has meaning set forth in Section 8(b) hereof.
D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.
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.
Company Indemnified Persons has the meaning set forth in Section 5(a).
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).
Related Indemnified Person of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.
Company Indemnified Parties has the meaning specified in Section 7.8(a).
Indemnification Expenses shall have the meaning set forth in Section 6.11(a).
Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).