Existing Indemnity definition

Existing Indemnity means any previous agreement between the Beneficiary and Prudential relating to the subject matter of this Deed, including any indemnity previously given by Prudential to any Beneficiary Family Member in respect of any of the matters covered by this Deed;

Examples of Existing Indemnity in a sentence

  • This obligation of confidentiality shall survive the term of this agreement, but shall not apply with respect to information that is independently developed by the parties, lawfully becomes a part of the public domain, or of which the parties gained knowledge or possession free of any confidentiality obligation..

  • Each Indemnified Party will be entitled, subject to applicable law, to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation in the manner and to the extent set forth in the Existing Indemnity Obligations.

  • The Collateral Trustee hereby assigns and transfers to the Collateral Agent, its successors and assigns, all of Collateral Trustee’s right, title, and interest, as Collateral Trustee, in and to the Existing Indemnity Agreements.

  • The Collateral Agent hereby assumes all of the Existing Collateral Agent’s right, title and interest as the Existing Collateral Agent in, to and under the Existing Indemnity Agreement, including all authority of Existing Collateral Agent to act on behalf of the Secured Parties in (i) enforcing any and all rights and remedies under this Agreement, (ii) releasing and assigning this Agreement, and (iii) taking or omitting to take any and all other actions as the Collateral Agent hereunder.

  • The PAG Account may be invested in such instruments as permitted in a letter agreement of even date herewith amending the PAG Existing Indemnity Agreement.

  • Pursuant to that certain Discount Loan Payoff Agreement dated as of December 2, 1998, (the "Agreement"), the Bank has agreed to accept a payoff of the loan made to the Co-Borrowers, which loan is secured by the real property which is the subject of the Existing Indemnity on the terms and subject to the conditions set forth more particularly in the Agreement.

  • The Collateral Agent hereby assumes all of Collateral Trustee’s right, title and interest as the Collateral Trustee in, to and under the Existing Indemnity Agreements, including all authority of Collateral Trustee to act on behalf of the Secured Parties in (i) enforcing any and all rights and remedies under this Agreement, (ii) releasing and assigning this Agreement, and (iii) taking or omitting to take any and all other actions as the Collateral Agent hereunder.

  • Whenever the Existing Indemnity Agreement or any instrument or document entered into or made pursuant to the Existing Indemnity Agreement refers to the Existing Collateral Agent, such references shall hereafter be deemed to refer instead to the Collateral Agent.

  • For the avoidance of doubt, any Existing Indemnity shall remain in effect for the purposes of claims by the Beneficiary Family Member in respect of Claims or Losses made or incurred before 1 October 2007.

  • Clause 13.2(c)(iii) will not apply to a beneficiary of an Existing Indemnity if the beneficiary has approved the basis on which a purchaser of shares in the Target will ensure ongoing compliance with the Existing Indemnity, such approval not to be unreasonably withheld or delayed.

Related to Existing Indemnity

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement, substantially in the form of Exhibit D, among the Borrowers, the Subsidiary Guarantors and the Collateral Agent.

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

  • Tax Indemnity Agreement means that certain Tax Indemnity Agreement [NW ____ _], dated as of the date hereof, between the Owner Participant and Lessee, as originally executed or as modified, amended or supplemented pursuant to the applicable provisions thereof.

  • Existing Indenture means the Indenture dated as of June 30, 1998 among General Partner, Prologis and U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company of California, N.A.), as Trustee.

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

  • Environmental Indemnity means that certain Environmental Indemnity Agreement, dated as of the date hereof, executed by Borrower and Guarantor in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

  • Existing Indebtedness Agreements shall have the meaning provided in Section 5.05.

  • Existing Indebtedness means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the date of this Indenture, until such amounts are repaid.

  • Indemnity means the payment of an amount to offset all or part of an insured loss.

  • Existing Indentures means (a) the Indenture with respect to the Target Company’s 1.5% Convertible Senior Notes due 2017, dated as of August 25, 2010, by and between the Target Company and The Bank of New York Mellon Trust Company, N.A. and (b) the Indenture with respect to the Target Company’s 0.5% Convertible Senior Notes due 2020, dated as of October 29, 2013, by and between the Target Company and The Bank of New York Mellon Trust Company, N.A. (each as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof).

  • 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.

  • Tax Indemnity means the deed of covenant against Taxation in the Agreed Terms to be entered into at Closing;

  • 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, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • 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.

  • Limit of Indemnity means the amount stated in the Schedule pursuant to Clause 5 of this Policy.

  • Existing Facility Agreement means Existing Facility Agreement A, Existing Facility Agreement B, Existing Facility Agreement C and Existing Facility Agreement D and, in the plural, means all of them;

  • Seller Guaranty means a guaranty of payment and performance issued by a Seller Guarantor in the form attached to this Agreement as Exhibit V or in such other form as may be acceptable to Purchaser acting reasonably.

  • protection and indemnity risks means the usual risks covered by a protection and indemnity association managed in London, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02 or 1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/11/95) or clause 8 of the Institute Time Clauses (Hulls) (1/10/83) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision;

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • 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 Cap shall have the meaning set forth in Section 8.4(b).

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

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

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.