Indemnification Trust definition

Indemnification Trust means that certain trust created pursuant to the Indemnification Agreement.
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Examples of Indemnification Trust in a sentence

  • As of March 31, 2012, the Debtor’s assets primarily consist of (i) the FCMC Stock, (ii) unrestricted cash and cash equivalents in the approximate amount of $55,000 and (iii) approximately 270 wholly-owned subsidiary corporations with a negative net worth of approximately $847 million (see Article IV.A hereof).In addition, the Debtor has a right to the return of any funds remaining in the Indemnification Trust, created by the Indemnification Agreement, upon its termination on March 31, 2019.

  • However, pursuant to the terms of the Indemnification Agreement, the Debtor has an ongoing obligation to replenish the funds in the Indemnification Trust if and when they are exhausted.

  • Pursuant to the Indemnification Agreement, upon the termination of the Indemnification Trust, whatever funds remaining after payment of the Indemnification Trust’s expenses and reserving sufficient funds to address any claims pending at the time of termination are to be refunded to the Debtor.

  • Since the Indemnification Trust was funded by FCMC, FCMC asserts an interest in, and claim to, the residual funds to be disbursed upon the termination of the Indemnification Trust.

  • The Debtor has outstanding amounts due to FCMC aggregating approximately $1,772,000 at December 31, 2011 consisting of: $1,000,000 funded by FCMC for the Indemnification Trust on behalf of the Debtor; and, $772,000 for management and administrative services provided by FCMC to the Debtor and various invoices paid by FCMC for the Debtor that remain unpaid by the Debtor.

  • The Company and the Trustee have heretofore executed an Indemnification Trust Agreement, dated as of July 30, 1986 ("Trust Agreement"), for the benefit of the Indemnitees (as defined in the Trust Agreement).

  • In 1990 the Insurance Company established an Indemnification Trust which provides additional funds in the event of a claim against a Director.

  • The Trustee shall hold any funds delivered to it pursuant to this Trust Agreement, together with all interest accumulated and income earned thereon and proceeds therefrom (together, the "Indemnification Trust Fund"), in trust upon the terms and conditions set forth in this Trust Agreement.

  • Upon termination, all amounts, if any, then remaining in the Indemnification Trust Fund shall be distributed as provided in Section 3 (f) hereof.

  • The Members hereby acknowledge and agree that by executing and delivering this Agreement, that each such Member expressly agrees to such modifications.

Related to Indemnification Trust

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • 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 Claim has the meaning set forth in Section 12.3.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • 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.

  • 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.

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

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

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

  • 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 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.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Fiduciary Indemnified Person means each of the Institutional Trustee (including in its individual capacity), the Delaware Trustee (including in its individual capacity), any Affiliate of the Institutional Trustee or the Delaware Trustee, and any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Institutional Trustee or the Delaware Trustee.

  • Litigation Trust means the trust to be established on the Plan Implementation Date at the time specified in section 6.4(p) in accordance with the Litigation Trust Agreement pursuant to the laws of a jurisdiction that is acceptable to SFC and the Initial Consenting Noteholders, which trust will acquire the Litigation Trust Claims and will be funded with the Litigation Funding Amount in accordance with the Plan and the Litigation Trust Agreement.

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

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • 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.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

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

  • Litigation Trust Agreement means the trust agreement dated as of the Plan Implementation Date, between SFC and the Litigation Trustee, establishing the Litigation Trust.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • 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.

  • Servicer Indemnified Party As defined in Section 8.05(c) of this Agreement.