Deere Indemnification Agreement definition

Deere Indemnification Agreement means the Indemnification Agreement, dated as of December 23, 2013, between the Company, CD&R Landscapes Midco, Inc., Bidco, Deere Investor, JDA and OpCo, as the same may be amended from time to time in accordance with its terms.
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Deere Indemnification Agreement the Indemnification Agreement dated as of the date hereof, by and among Parent, Midco, Holdings, JDA, JDL and Deere, as amended, supplemented, waived or otherwise modified from time to time.
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Deere Indemnification Agreement the Indemnification Agreement dated December 23, 2013, by and among Parent, Midco, Holdings, SOH, SOLS and Deere, as amended, supplemented, waived or otherwise modified from time to time.
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Examples of Deere Indemnification Agreement in a sentence

  • Nothing in this Section 3 shall limit any obligations of any member of the Company Group to reimburse any costs and expenses to Deere Investor or any Deere Investor Affiliate (as defined below) under the Investment Agreement, the Deere Indemnification Agreement, the Stockholders Agreement, the Registration Rights Agreement (as defined in the Investment Agreement) or any other Ancillary Agreement (as defined in the Investment Agreement).

  • The Company, Midco, Bidco, JDA and OpCo (on behalf of themselves and the other members of the Company Group) hereby acknowledge and agree that the services provided by Deere Investor hereunder, including the Consulting Services, are being provided subject to the terms of this Agreement (including, without limitation, Section 7) and the Deere Indemnification Agreement.

Related to Deere Indemnification Agreement

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • 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 that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • 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.

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

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

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

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • 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.

  • 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.

  • 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.

  • Environmental Indemnity Agreement means the Environmental Indemnity Agreement dated as of the Closing Date, from Borrower and the Guarantor, collectively, as indemnitor, to Lender, as indemnitee, as the same may be amended, modified or supplemented from time to time.

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

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

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

  • 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.

  • 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.

  • Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.

  • Noncompetition Agreement has the meaning given in Section 3.2.

  • Noncompetition Agreements as defined in Section 2.8(a)(iv). "Occupational Safety and Health Law"--any law or regulation designed to provide safe and healthy working conditions and to reduce occupational safety and health hazards, and any program, whether governmental or private (including those promulgated or sponsored by industry associations and insurance companies), designed to provide safe and healthful working conditions.

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