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 Agreements shall have the meaning set forth in Section 6.01(a).
Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under 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.
Indemnification Cap has the meaning set forth in Section 9.4(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.
Indemnification Claim has the meaning set forth in Section 8.4(a).
D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).
Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.
Indemnification Claim Notice has the meaning set forth in Section 11.3.
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.
D&O Indemnified Party has the meaning set forth in Section 5.8(a).
Indemnification Notice has the meaning set forth in Section 11.3(a).
Indemnification Expenses shall have the meaning set forth in Section 6.11(a).
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.
Exculpation means the exculpation provision set forth in Article X.D hereof.
Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.
Indemnified Matters has the meaning specified therefor in Section 12.15.
Indemnification Agreement shall have the meaning set forth in Article XVII.
Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).
Fiduciary Indemnified Person means each of the Institutional Trustee (including in its individual capacity), the Delaware Trustee (including in its individual capacity), any Affiliate of the Institutional Trustee or the Delaware Trustee, and any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Institutional Trustee or the Delaware Trustee.
Company Indemnified Party has meaning set forth in Section 8(b) hereof.
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.
Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.
Indemnification Threshold has the meaning set forth in Section 11.5.