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, 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.
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 9.4(a).
Indemnification Agreements shall have the meaning set forth in Section 6.01(a).
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.
Indemnified Matters has the meaning specified therefor in Section 12.15.
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.
Indemnification Claim Notice has the meaning set forth in Section 11.3.
Indemnification Expenses shall have the meaning set forth in Section 6.11(a).
Indemnification Claim has the meaning set forth in Section 8.4(a).
Indemnification Threshold has the meaning set forth in Section 11.5.
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.
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 Escrow Fund has the meaning set forth in Section 2.12(a).
Parent Indemnified Parties has the meaning set forth in Section 9.2(a).
Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).
Third Party Claims has the meaning set forth in Section 11.1.
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.
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Indemnification Notice has the meaning set forth in Section 11.3(a).
Seller Indemnified Persons has the meaning set forth in Section 8.3.
Company Indemnified Parties has the meaning specified in Section 7.8(a).
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
Company Indemnified Persons has the meaning set forth in Section 5(a).