Indemnification Claims definition

Indemnification Claims shall have the meaning specified in Section 18.1.

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Indemnification Claims means any and all obligations or liabilities of the Debtors or their Estates pursuant to corporate charters, bylaws, limited liability company agreements, or any other documents or agreements (including director agreements or Employment Agreements) to provide contribution, indemnification or reimbursement to Ds&Os with respect to past, present and/or future actions, suits, or proceedings concerning any of the Debtors or any of such Ds&Os, including any Claims or Causes of Action related thereto.

Indemnification Claims means any claim(s) for indemnification under Article VII.

Examples of Indemnification Claims in a sentence

• The maximum aggregate amount for which TJC may assert Indemnification Claims under Section 13 shall be the Purchase Price.

• The Notice of Claim shall set forth the amount (or a reasonable estimate) of the loss, damage or expense suffered, or which may be suffered, by the Purchaser Indemnified Party as a result of such Indemnification Claim and the aggregate amount of all Indemnification Claims to date and a brief description of the facts giving rise to such Indemnification Claim.

• Each Loan Party also hereby appoints Agent as its lawful attorney-in-fact to sign such Loan Party’s name on any documents necessary to perfect or continue the perfection of Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than Unasserted Contingent Indemnification Claims) have been satisfied in full.

• A Notice of Claim shall be given with respect to all Indemnification Claims.

• Agent’s foregoing appointment as each Loan Party’s attorney in fact, and all of Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than Unasserted Contingent Indemnification Claims) have been fully repaid and performed.

More Definitions of Indemnification Claims

Indemnification Claims has the meaning set forth in Section 10.2(b).

Indemnification Claims means Third Party Claims plus other claims for Damages or for equitable relief which are asserted or threatened by the parties hereto, their successors and permitted assigns, against any Indemnified Party, or to which an Indemnified Party is subject.

Indemnification Claims means any and all claims for indemnification made by Purchaser under the Sale Agreement during the Indemnification Period.

Indemnification Claims means claims for indemnification of any present or former officer, director, employee, partner or member of any Seller whether arising under bylaws, certificates of formation or other formation documents, or Contract arising prior to the Closing Date.

Indemnification Claims means all claims for indemnification pursuant to Article IX.

Indemnification Claims means all obligations relating to contribution, indemnification and exculpation by Reeves and its subsidiaries, arising under applicable laws or as provided in any of the following (a) Reeves' Certificate of Incorporation in effect prior to or as of the date hereof, (b) Reeves' by-laws in effect prior to or as of the date hereof, (c) the Employment Agreements, Consulting Agreements, SPV Reeves Guarantees, and any agreements regarding the retention of professionals or (d) the certificates of incorporation, by-laws or similar documents or agreements of any of Reeves' subsidiaries as in effect prior to or after the date hereof.

Indemnification Claims means all obligations relating to contribution, indemnification and exculpation by Parent and its subsidiaries, as arise under applicable laws or agreements or as provided in any of (i) Parent's certificate of incorporation as in effect prior to or as of the date hereof, (ii) Parent's by-laws in effect prior to or as of the date hereof, (iii) any agreement with Parent, or (iv) the certificates of incorporation, by-laws, or similar documents or agreements of or with any of Parent's subsidiaries as in effect prior to or as of the date hereof.