EXCLUDED INDEMNIFICATION OBLIGATIONS definition

EXCLUDED INDEMNIFICATION OBLIGATIONS means, in the case of PSC, "Excluded Indemnification Obligations" (as defined in the U.S. Plan) of PSC to any Canadian resident and, in the case of any of the Canadian Subsidiaries, means Claims of any Canadian residents against any of the Canadian Subsidiaries that would be "Excluded Indemnification Obligations" under the U.S. Plan if such Canadian Subsidiaries were U.S. Plan Applicants and in each case includes Claims of any Canadian residents against any of the Applicants that are not Assumed Indemnification Obligations. For greater certainty, "Excluded Indemnification Obligations" shall not affect the set-off rights, if any, of any Person;
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EXCLUDED INDEMNIFICATION OBLIGATIONS means Indemnification Obligations with respect to (i) any present or former officer of the Debtors considered as of the Effective Date by the FCC to be an alleged wrongdoer for purposes of the FCC Proceeding, (ii) any present or former officer of the Debtors now or hereafter named as a defendant in the Securities Actions, as to claims arising out of the matters alleged in the Securities Actions, (iii) any present or former officer of the Debtors named as a defendant in any action initiated after the date hereof based upon similar factual allegations, or alleging similar causes of action, to the Securities Actions, as to claims arising out of the matters alleged therein, (iv) any officer or employee of the Debtors that is not an officer or employee as of the Effective Date, (v) present or former professionals or advisors of the Debtors, including, without limitation, accountants, auditors, financial consultants, underwriters or attorneys, other than Indemnification Obligations arising out of post-petition agreements approved by the Bankruptcy Court, and (vi) any Indemnification Obligation of the kind described in section 510(b) of the Code.
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EXCLUDED INDEMNIFICATION OBLIGATIONS means (i) the obligations of the Debtors to indemnify any current or former officers, directors or employees solely as to claims actually asserted as of the Petition Date, or claims asserted after the Petition Date in the following actions or in actions initiated after the Petition Date, in each case arising out of the same nucleus of operative facts alleged in the following actions as of the Petition Date: (A) the consolidated, putative class action entitled In re Philxx Xxxvices, Corp Securities Litigation, 98 CV 835 (MBM), previously pending against PSC in the United States District Court for the Southern District of New York, the putative class action Menexxx x. Philxx Xxxvices Corp., et al., File No. 4166 CP 98 (Ontario Court, General Division), (B) the action filed by a group of former shareholders of the Steixxx-Xxxx Xxxals group of companies on October 6, 1998, with the American Arbitration Association captioned In re Liff Xxxitration, Case No. 39 Y 1680012 98 and the litigation styled Liff x. Cxxxxx, Xxxx Xx. 00 Xxx. 0000 (XXX) (X.D.N.Y.) (dismissed and pending appeal), 473 and (C) the actions filed by a group of former shareholders of the Southern-Foundry Supply group of companies captioned Gary X. Xxxxxx, Xxbexx X. Xxxxxx, Xxlixx X. Xxxxxx xxx Ruth X. Xxxxxx x. Philxx Xxxals Inc., et al., Case No:99 Civ. 2797 (MBM) (S.D.N.Y.) (dismissed); and Stepxxx X. Xxxxxx x. Philxx Xxxals Inc., previously known as Philxx Xxxals (Ohio) Inc., Philxx Xxxvices Corp., Allex Xxxxxxxx, xxd Robexx Xxxxxx, Xx: CV9801642, in the Circuit Court of Jefferson County, Alabama (subsequently dismissed in favor of arbitration); (ii) any claims for reimbursement, contribution or indemnity that may be asserted by Robexx Xxxxxx, Xxew Xxxxx, Xxdrxx Xxxxx xxx John Xxxxx; xxd (iii) any claims for reimbursement, contribution or indemnity asserted by present or former professionals or advisors of the Debtors or Subsidiaries, including, without limitation, Deloitte & Touche, Morgxx Xxxnxxx & Xo., Incorporated, accountants, auditors, financial consultants, underwriters or attorneys as to claims arising out of the matters alleged in the Securities Actions, the Chazxx Xxxions, the Liff Xxxions, or in any action initiated after the Petition Date based upon similar factual allegations or alleging similar causes of action and any indemnification obligation of such professionals or advisors of the kind described in section 510(b) of the Bankruptcy Code; provided, however, that "Excluded Ind...
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More Definitions of EXCLUDED INDEMNIFICATION OBLIGATIONS

EXCLUDED INDEMNIFICATION OBLIGATIONS means indemnification obligations which are "Excluded Indemnification Obligations" under the U.S. Plan and Claims against any of the Canadian Subsidiaries that would be "Excluded Indemnification Obligations" under the U.S. Plan if such Canadian Subsidiaries were U.S. Plan Applicants;
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EXCLUDED INDEMNIFICATION OBLIGATIONS means (i) the obligations of the Debtors to indemnify any current or former officers, directors or employees solely as to claims actually asserted as of the Petition Date, or claims asserted after the Petition Date in the following actions or in actions initiated after the Petition Date, in each case arising out of the same nucleus of operative facts alleged in the following actions as of the Petition Date: (A) the consolidated, putative class action entitled In re Philip Services, Corp Securities Litigation, 98 CV 835 (MBM), previously pending against PSC in the United States District Court for the Southern District of New York, the putative class action Menegon v. Philip Services Corp., et al., File No. 4166 CP 98 (Ontario Court, General Division), (B) the action filed by a group of former shareholders of the Steiner-Liff Metals group of companies on October 6, 1998, with the American Arbitration Association captioned In re Liff Arbitration, Case No. 39 Y 1680012 98 and the litigation styled Liff v. Chodos, Case No. 99 Civ. 1322 (MBM) (S.D.N.Y.) (dismissed and pending appeal),
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Related to EXCLUDED INDEMNIFICATION OBLIGATIONS

  • 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 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.

  • 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.

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

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

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

  • Third Party Claims has the meaning set forth in Section 11.1.

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

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this 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 Claim Notice has the meaning set forth in Section 11.3.

  • 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.

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

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

  • 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.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • 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.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.