Indemnity Cap has the meaning set forth in Section 9.2(b).
Liability Cap has the meaning ascribed to it in paragraph 1 of Schedule 9;
Indemnification Cap has the meaning set forth in Section 9.4(a).
Buyer Losses shall have the meaning set forth in Section 11.1 hereof;
Indemnity Escrow Amount means $3,000,000.
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.
Purchaser Losses shall have the meaning set forth in Section 9.1(a).
Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).
Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.
Other Liabilities means any obligation on account of (a) any Cash Management Services furnished to any of the Loan Parties or any of their Subsidiaries and/or (b) any Bank Product furnished to any of the Loan Parties and/or any of their Subsidiaries.
Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.
Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.
BRRD Liability means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.
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.
Buyer Indemnitees has the meaning set forth in Section 8.02.
Parent Indemnitees has the meaning set forth in Section 8.02.
Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).
Parent Indemnified Parties has the meaning set forth in Section 9.2(a).
Indemnification Threshold has the meaning set forth in Section 11.5.
Retained Liabilities has the meaning set forth in Section 2.4.
Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.
Indemnification Expenses shall have the meaning set forth in Section 6.11(a).
Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.
Seller Damages shall have the meaning given to such term in Section 14.3.
Seller Losses has the meaning set forth in Section 10.2(a).
Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, sponsors, 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, letters, the Debtors’ respective memoranda, articles or certificates of incorporation, 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.