Contribution and Indemnity Agreement definition

Contribution and Indemnity Agreement means the Contribution and Indemnity Agreement made among the Parent, the US Borrower and the other Guarantors under the Agreement, substantially in the form of Exhibit J.
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Contribution and Indemnity Agreement has the meaning set forth in Section 10.4(g).
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Contribution and Indemnity Agreement has the meaning specified in Section 8.5.
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Examples of Contribution and Indemnity Agreement in a sentence

  • As used herein, the term "Warrants" means (i) warrants to purchase Company Common Stock and (ii) options (the "LaSalle Options") issued pursuant to a Contribution and Indemnity Agreement, dated June 24, 1996, and any amendments thereto.

  • The failure of any of the parties to this Contribution and Indemnity Agreement to require the performance of a term or obligation under this Contribution and Indemnity Agreement or the waiver by any of the parties to this Contribution and Indemnity Agreement of any breach hereunder shall not prevent subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach hereunder.

  • All covenants and agreements set forth in this Contribution and Indemnity Agreement and made by or on behalf of any of the parties hereto shall bind and inure to the benefit of the successors and assigns of such party.

  • For example, Ordower sent Mizrachi the Contribution and Indemnity Agreement on August 26, 2016, (Tr. 798:18-799:8, Exhibit 41), and the draft SJLSJL Operating Agreement that included the two-thirds majority voting provision on September 1, 2016, (Tr. 801:14-802:18, Exhibit 43).

  • The obligations of Indemnitor provided under this Contribution and Indemnity Agreement shall constitute the sole and exclusive remedy of Hancxxx xxxinst the Indemnitor for the recovery of any Loss, except for any act involving fraud by the Indemnitor, arising under the Contribution Agreement or out of the transactions contemplated thereby.

  • The Person serving as the Stockholders’ Agent may resign at any time and may be replaced from time to time by a written consent signed by Stockholders holding at least a majority of the outstanding shares of Common Stock and Preferred Stock (voting together as a single class on an as converted to Common Stock basis) in accordance with the Contribution and Indemnity Agreement upon not less than ten (10) calendar days’ prior written notice to Acquiror.

  • This Contribution and Indemnity Agreement may not be amended except by an instrument in writing signed on behalf of Newco and the Indemnitor.

  • For the avoidance of doubt, each reference in any Loan Document to the Subsidiary Guaranty, Subordination Agreement, or Contribution and Indemnity Agreement shall refer to such agreement as amended and restated by, respectively, the Amended and Restated Subsidiary Guaranty, the Amended and Restated Subordination Agreement, and the Amended and Restated Contribution and Indemnity Agreement, each made by the applicable Loan Parties and dated as of the date hereof.

  • This Contribution and Indemnity Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one and the same instrument.

  • Xxxxxx, Xxxxx and Xxxxxxx Xxxxxx shall have been released from all guaranties and personal obligations with respect to the ServisFirst Debt, including without limitation each Commercial Guaranty executed by such Persons in connection with the ServisFirst Debt, and the Company and Sellers shall terminate that certain Contribution and Indemnity Agreement, dated March 1, 2017, by and among the Company and Sellers related thereto.

Related to Contribution and Indemnity Agreement

  • 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.

  • 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.

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

  • Contribution Agreements has the meaning set forth in the Recitals.

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

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • 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.

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Allocation Agreement or “Agreement” shall mean this NMTC Program Allocation Agreement between the Fund and the Allocatee and Subsidiary Allocatee, as the case may be, including the Organization Specific Terms and Conditions (Schedule 1) and the General Allocation Terms and Conditions (Schedule 2) and any attachments hereto, as such Agreement may, from time to time, be amended in accordance with its terms.

  • 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.

  • Sale and Contribution Agreement means the Sale and Contribution Agreement, dated as of the date hereof, relating to the sale and contribution by Credit Acceptance to the Seller of the Conveyed Property, as defined therein.

  • 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.

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

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

  • protection and indemnity risks means the usual risks covered by a protection and indemnity association managed in London, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02 or 1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/11/95) or clause 8 of the Institute Time Clauses (Hulls) (1/10/83) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision;

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.

  • 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.

  • Separation and Distribution Agreement has the meaning set forth in the Recitals.

  • Distribution Agreements means (i) any and all agreements entered into by a Credit Party, pursuant to which such Credit Party has sold, leased, licensed or assigned distribution rights or other exploitation rights to any Item of Product to an un-Affiliated Person, and (ii) any and all agreements hereafter entered into by a Credit Party pursuant to which such Credit Party sells, leases, licenses or assigns distribution rights or other exploitation rights to an Item of Product to an un-Affiliated Person.

  • Sharing Agreement means a local marketing, joint sales, shared services or similar Contract.

  • 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.

  • Tax Agreement means the Tax Exemption Certificate and Agreement with respect to the Bonds, dated the date of delivery of the Bonds, among the Company, the Issuer and the Trustee, as from time to time amended and supplemented.

  • Tax Protection Agreement means, collectively, (a) that certain Tax Protection Agreement, dated as of October 7, 2013 among the Parent, the Borrower, and the other parties named therein and (b) that certain Stockholders Agreement, dated as of August 23, 2016 among Parent and Q REIT Holding LLC, and the other parties named therein (and specifically, the tax related provisions in Article 6 thereof).

  • Distribution Agreement has the meaning set forth in the recitals to this Agreement.

  • 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 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.