Debt Indemnity definition

Debt Indemnity means the indemnity provided by Triarc Companies, Inc. under Section 5.9 of the National Propane Purchase Agreement.
Sample 1Sample 2Sample 3
Debt Indemnity has the meaning set forth in Section 9.2(a) of the Purchase Agreement.
Sample 1

Examples of Debt Indemnity in a sentence

  • Lord Mance (paragraph 64) provides no explanation for his opinion that the liability is a Debt Indemnity liability, other than by referring to the possibility of the 1978 Act applying to rights of contribution between insurers being dismissed in Colinvaux & Merkin’s Insurance Contract Law, although Lord Mance concedes that Charles Mitchell in the Law of Contribution and Reimbursement suggests that cases favour the view that the nature of the insurer’s liability is a Damages Indemnity Liability.

  • Mr Kent QC says that Lord Goff confuses the question of whether the liability is a Damages Indemnity Liability or a Debt Indemnity Liability by referring, inconsistently in his judgment, to both an unliquidated damages claim and to a debt.

  • Based on the authorities to which I have been referred by Mr Kent QC it appears that, in the case of guarantees and types of indemnity other than indemnities under insurance contracts, there is no rule that the liability will be always a Debt Indemnity Liability or a Damages Indemnity Liability but rather a distinction is drawn depending on the type of guarantee/indemnity.

  • The Assumed Debt Indemnity Agreement shall provide that if the applicable Seller Related Parties have not been released from all obligations in connection with the Assumed Indebtedness within twelve (12) months of Closing as provided in clause (b)(i) above, Scott Rechler, Jason Barnett and Michael Maturo, in addition to Purchaser and the SJM Entity, shall individually jointly and severally indemnify and hold Seller and all Seller Related Parties harmless from and against any and all Assumed Debt Claims.

  • Mr Feeny says that the question of whether the liability falling on an insurer to provide an indemnity, under an insurance contract is a Debt Indemnity Liability or a Damages Indemnity Liability has been decided, in favour of the latter view, in a number of cases which are referred to in Goff & Jones- The law of Unjust Enrichment 9th edition paragraph 19 – 34 (see paragraph 84 above).

  • Mr Kent QC and Mr Feeny agree, for that reason, that the comments of Lord Mance and Lord Sumption on the question of whether an insurer’s indemnity is a Debt Indemnity Liability or Damages Indemnity Liability are obiter and they further accepted that the Supreme Court did not have the benefit of legal submissions on the issue.

  • Lord Goff may well have rejected Mr Sumption QC’s argument even if he had concluded that at common law the liability is a Debt Indemnity Liability.

  • I do not consider that, for my purposes, the answers to the questions of whether RSA’s liability to indemnify the Company is a Debt Indemnity Liability or a Damage Indemnity Liability and whether RSA’s rights of contribution, as against Generali, fall within Section 1 of the 1978 Act is to be found within the speeches of Lord Mance or Lord Sumption.

  • On the face of it, there are good reasons for concluding that the factors that determine whether the liability of an insurer under an indemnity given in a contract of insurance is a Debt Indemnity Liability or a Damages Indemnity Liability should be the same as those that apply in the case of guarantees and for indemnities given in other types of contracts.

  • The distinction is drawn on the basis that where, in reality what the guarantor/ indemnifier is agreeing to do is to ensure that the contract is performed, the liability is a Damages Indemnity Liability, but where in reality what the guarantor/indemnifier is agreeing to do is to provide a sum of money to the beneficiary of the guarantee/indemnity in certain events, the liability is deemed to be a Debt Indemnity Liability.

Related to Debt Indemnity

  • Indemnity means the payment of an amount to offset all or part of an insured loss.

  • Limit of Indemnity means the amount stated in the Schedule pursuant to Clause 5 of this Policy.

  • Non-recourse Obligation means indebtedness or other obligations substantially related to (1) the acquisition of assets not previously owned by the Company or any direct or indirect Subsidiaries of the Company or (2) the financing of a project involving the development or expansion of properties of the Company or any direct or indirect Subsidiaries of the Company, as to which the obligee with respect to such indebtedness or obligation has no recourse to the Company or any direct or indirect Subsidiary of the Company or such Subsidiary’s assets other than the assets which were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds thereof).

  • Recourse Obligations has the meaning set forth in Section 2.1.

  • Excluded Obligations has the meaning set forth in Section 2.5.

  • 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;

  • Loan Obligations means (a) the due and punctual payment by the Borrower of (i) the unpaid principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans made to the Borrower under this Agreement, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and obligations to provide Cash Collateral and (iii) all other monetary obligations of the Borrower owed under or pursuant to this Agreement and each other Loan Document, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), and (b) the due and punctual payment of all obligations of each other Loan Party under or pursuant to each of the Loan Documents.

  • Unasserted Contingent Obligations means, at any time, First Priority Obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities (excluding (a) the principal of, and interest and premium (if any) on, and fees and expenses relating to, any First Priority Obligation and (b) contingent reimbursement obligations in respect of amounts that may be drawn under outstanding letters of credit) in respect of which no assertion of liability (whether oral or written) and no claim or demand for payment (whether oral or written) has been made (and, in the case of First Priority Obligations for indemnification, no notice for indemnification has been issued by the indemnitee) at such time.

  • Lender Indemnitees shall have the meaning given to it in Section 14.19 hereof.

  • Indemnities shall have the meaning specified in Section 11.

  • Permitted Contingent Obligations means, without duplication: (a) Contingent Obligations arising in respect of the Debt under the Note Documents; (b) Contingent Obligations resulting from endorsements for collection or deposit in the Ordinary Course of Business; (c) Contingent Obligations outstanding on the date of this Agreement and set forth on Schedule 8.1 (including any refinancings, extensions, increases or amendments to the indebtedness underlying such Contingent Obligations to the extent constituting (i) Refinancing Debt or (ii) extensions of the maturity thereof without any other change in terms); (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance bonds and other similar obligations not to exceed $250,000 in the aggregate at any time outstanding; (f) Contingent Obligations arising under indemnity agreements with title insurers to cause such title insurers to issue to the Purchaser mortgagee title insurance policies; (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions of personal property assets permitted under Section 8.6; (h) [Reserved]; (i) so long as there exists no Event of Default both immediately before and immediately after giving effect to any such transaction, Contingent Obligations existing or arising under any Swap Contract, provided, however, that such obligations are (or were) entered into by an Obligor or an Affiliate in the Ordinary Course of Business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person and not for purposes of speculation; and (j) other Contingent Obligations not permitted by clauses (a) through (i) above, not to exceed $250,000 in the aggregate at any time outstanding.

  • Nonrecourse Obligation means indebtedness or other obligations substantially related to (i) the acquisition of assets not previously owned by the Company or any Restricted Subsidiary or (ii) the financing of a project involving the development or expansion of properties of the Company or any Restricted Subsidiary, as to which the obligee with respect to such indebtedness or obligation has no recourse to the Company or any Restricted Subsidiary or any assets of the Company or any Restricted Subsidiary other than the assets which were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds thereof).

  • Refunded Obligations means, collectively, the Refunded Notes, if any, and the Refunded Bonds, if any, refunded by each Series.

  • Seller Obligations means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Seller to any Purchaser Party, Seller Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, all obligations of the Seller in respect of the Seller Guaranty and the payment of all Capital, Yield, Fees and other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Seller (in each case whether or not allowed as a claim in such proceeding).

  • Unasserted Obligations means, at any time, Obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities (except for (i) the principal of and interest on, and fees relating to, any Indebtedness and (ii) contingent reimbursement obligations in respect of amounts that may be drawn under Letters of Credit) in respect of which no claim or demand for payment has been made (or, in the case of Obligations for indemnification, no notice for indemnification has been issued by the Indemnitee) at such time.

  • 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.

  • Earn Out Obligations means, with respect to an Acquisition, all obligations of the Borrower or any Subsidiary to make earn out or other contingency payments (including purchase price adjustments, non-competition and consulting agreements, or other indemnity obligations) pursuant to the documentation relating to such Acquisition. The amount of any Earn Out Obligations at the time of determination shall be the aggregate amount, if any, of such Earn Out Obligations that are required at such time under GAAP to be recognized as liabilities on the consolidated balance sheet of the Borrower.

  • Loan obligation means a bond, note, or other evidence of an obligation issued by a qualified borrower.

  • 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.

  • Contingent Obligations means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent:

  • Permitted Non-Recourse Guarantees means customary completion or budget guarantees or indemnities (including by means of separate indemnification agreements and carve-out guarantees) provided under Non-Recourse Indebtedness in the ordinary course of business by the Company or any Subsidiary of the Company in financing transactions that are directly or indirectly secured by real estate assets or other real estate-related assets (including equity interests) of a Subsidiary of the Company (or entity in which the Company is the general partner or managing member), in each case that is the borrower in such financing, but is non-recourse to the Company or any of the Company’s other Subsidiaries, except for customary completion or budget guarantees or indemnities (including by means of separate indemnification agreements or carve-out guarantees) as are consistent with customary industry practice (such as environmental indemnities and recourse triggers based on violation of transfer restrictions and other customary exceptions to nonrecourse liability).

  • Environmental Indemnity means that certain Environmental Indemnity Agreement, dated as of the date hereof, executed by Borrower and Borrower Principal in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

  • Specified Obligations means Obligations consisting of the principal of and interest on Loans, reimbursement obligations in respect of Swing Line Loans and L/C Obligations (including interest accrued thereon), and fees.

  • 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.

  • Retained Obligations shall have the meaning set forth in Section 2.6.

  • Finance Lease Obligations means, at the time any determination thereof is to be made, the amount of the liability in respect of a Finance Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP; provided that Finance Lease Obligations shall, for the avoidance of doubt, exclude all Non-Finance Lease Obligations.