Indemnification and Insurance Matters Agreement definition

Indemnification and Insurance Matters Agreement means the Indemnification and Insurance Matters Agreement attached as Exhibit J to the Separation Agreement.
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Indemnification and Insurance Matters Agreement means that certain Indemnification and Insurance Matters Agreement entered into between Palm and PalmSource on May 9, 2002 and made effective as of the Separation Date, as amended as of the Effective Date.
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Indemnification and Insurance Matters Agreement shall have the meaning set forth in Section 4.1(e)
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Examples of Indemnification and Insurance Matters Agreement in a sentence

  • All other matters relating to such litigation, including but not limited to indemnification for such claims, shall be governed by the provisions of the Indemnification and Insurance Matters Agreement.

  • In connection with our separation from 3Com, pursuant to the terms of the Indemnification and Insurance Matters Agreement, we contemplate that Palm will indemnify and hold 3Com harmless for any damages or losses which may arise out of this litigation.

  • Indemnification and Insurance Matters Agreement" means the Indemnification and Insurance Matters Agreement attached as Exhibit J to the Separation Agreement.

  • Indemnification and Insurance Matters Agreement" means the Indemnification and Insurance Matters Agreement attached as Exhibit I to the Separation Agreement.

  • ENVIRONMENTAL ACTIONS" has the meaning set forth in SECTION 5.9 of the Indemnification and Insurance Matters Agreement.

  • Notwithstanding any contrary provisions in the provisions of the Indemnification and Insurance Matters Agreement, on the Separation Date, the responsibilities for management of the litigation identified in SECTION 2.1(a) of a litigation disclosure letter (the "LITIGATION DISCLOSURE LETTER"), which will be delivered by Adaptec to Roxio on the Separation Date, shall be transferred in their entirety from Adaptec and its Subsidiaries to Roxio and its Subsidiaries.

  • The assignment and assumption of liabilities described in this Section 1.1 is not intended to alter or supercede either parties' obligation, if any, under Indemnification and Insurance Matters Agreement between the parties of even date with respect to such liabilities.

  • All other matters relating to such litigation, including indemnification for such claims, shall be governed by the provisions of the Indemnification and Insurance Matters Agreement.

  • ENVIRONMENTAL ACTIONS" has the meaning set forth in SECTION 4.11 of the Indemnification and Insurance Matters Agreement.

  • All other matters relating to such litigation, including any indemnification for such claims, shall be governed by the provisions of the Indemnification and Insurance Matters Agreement.


More Definitions of Indemnification and Insurance Matters Agreement

Indemnification and Insurance Matters Agreement shall have the meaning set forth in the Separation Agreement.
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Indemnification and Insurance Matters Agreement has the meaning set forth in Section 2.1(e) of this Agreement. From and after the Separation Date, the Indemnification and Insurance Matters Agreement shall refer to the agreement executed and delivered pursuant to such section, as amended and/or modified from time to time in accordance with its terms.
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Indemnification and Insurance Matters Agreement has the meaning set forth in Section 2.1(e) of this Agreement. From and after the Separation Date, the Indemnification and Insurance Matters Agreement shall refer to the agreement executed and delivered pursuant to such section, as amended and/or modified from time to time in accordance with its terms. “Information” means information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data, but in any case excluding back-up tapes. 41
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Indemnification and Insurance Matters Agreement means the Indemnification and Insurance Matters Agreement between Allegheny and Supply Holdco.
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Related to Indemnification and Insurance Matters Agreement

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

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

  • Tax Matters Agreement means the Tax Matters Agreement to be entered into by and between Parent and SpinCo or any members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

  • 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.

  • Employee Matters Agreement means the Employee Matters Agreement to be entered into by and between Parent and SpinCo or the members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

  • Intellectual Property Matters Agreement shall have the meaning set forth in the Separation and Distribution Agreement.

  • 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.

  • 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.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • 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.

  • Transition Agreement has the meaning set forth in Section 12.8.1.

  • Confidentiality Agreements shall have the meaning set forth in Section 6.7 hereof.

  • 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.

  • Tax Protection Agreement means, collectively, (a) that certain Tax Protection Agreement, dated as of October 7, 2013 among the Parent, the Borrower, and the other parties named therein and (b) that certain Stockholders Agreement, dated as of August 23, 2016 among Parent and Q REIT Holding LLC, and the other parties named therein (and specifically, the tax related provisions in Article 6 thereof).

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

  • Seller's Agreement An agreement for the origination and sale of Mortgage Loans generally in the form of the Seller Contract referred to or contained in the Program Guide, or in such other form as has been approved by the Master Servicer and the Company, each containing representations and warranties in respect of one or more Mortgage Loans consistent in all material respects with those set forth in the Program Guide.

  • Cooperation Agreement means that certain Mortgage Loan Cooperation Agreement, dated as of the Closing Date, among Borrower, Lender and Sponsor, as the same may from time to time be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

  • Retention Agreements has the meaning set forth in Section 5.11(e).

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Expense Agreement means the Agreement as to Expenses and Liabilities between the Depositor and the Trust, substantially in the form attached as Exhibit D, as amended from time to time.

  • staff matters means the remuneration, conditions of service, promotion, conduct, suspension, dismissal or retirement of staff;

  • 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.

  • Omnibus Agreement means that certain Omnibus Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Company and certain other parties thereto, as such may be amended, supplemented or restated from time to time.

  • Separation and Distribution Agreement has the meaning set forth in the Recitals.

  • Confidentiality Agreement has the meaning set forth in Section 6.3.

  • Assignment of Management Agreement means the Assignment of Management Agreement and Subordination of Management Fees, dated the same date as this Loan Agreement, among Borrower, Lender and Property Manager, including all schedules, riders, allonges and addenda, as such Assignment of Management Agreement may be amended from time to time, and any future Assignment of Management Agreement and Subordination of Management Fees executed in accordance with Section 6.09(d).