Exclusive Indemnification Payments means indemnification obligations described in the penultimate sentence of Section 5.10 that have been reimbursed to the Collateral Agent.
Indemnification Cap has the meaning set forth in Section 9.3(a).
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.
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.
Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.
Indemnification Notice has the meaning set forth in Section 11.3(a).
Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).
Indemnification Claim has the meaning set forth in Section 10.3.
Indemnification Claim Notice has the meaning set forth in Section 11.3.
Indemnification Agreements has the meaning set forth in Section 2.5.
Company Indemnified Party has meaning set forth in Section 8(b) hereof.
Company Indemnified Parties has the meaning specified in Section 7.8(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.
D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).
Buyer Indemnified Party has the meaning set forth in Section 8.2.
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Seller Indemnified Party has the meaning set forth in Section 7.2.
Indemnification Threshold has the meaning set forth in Section 11.5.
Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.
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.
Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.
Company Indemnified Persons has the meaning set forth in Section 5(a).
Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.