Indemnifying Spinco definition

Indemnifying Spinco shall have the meaning set forth in Section 3(b) hereof.

Examples of Indemnifying Spinco in a sentence

  • Primary Street Setback Area: the area between the primary street (being the sole or principal public road that provides access to the major entry (front door) to the dwelling) alignment and the street setback line as per the provisions of the relevant Town Planning Scheme or Residential Design Codes.

Related to Indemnifying Spinco

  • Indemnifying Parties has the meaning set forth in Section 6.08(b).

  • Indemnifying Party shall have the meaning set forth in Section 5(c).

  • Indemnifying Person shall have the meaning set forth in Section 5(c) hereof.

  • Indemnifying Persons means and includes the Seller Indemnifying Persons or the Purchaser Indemnifying Persons, as the case may be.

  • Tax Indemnifying Party shall have the meaning set forth in Section 7.6(d).

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • Indemnified Person has the meaning set forth in Section 11.3.

  • Indemnifying Party Information [(A)] All information in the Prospectus Supplement, the Offering Circular or any Free Writing Prospectus or any amendment or supplement thereto (i) contained under the headings "Summary--Relevant Parties--Responsible Party [and Servicer,"] "The Mortgage Loan Pool--Underwriting Guidelines" [and "The Servicer"] and (ii) regarding the Mortgage Loans, the related mortgagors and/or the related Mortgaged Properties (but in the case of this clause (ii), only to the extent any untrue statement or omission arose from or is based upon errors or omissions in the information concerning the Mortgage Loans, the related mortgagors and/or the related Mortgaged Properties, as applicable, provided to the Depositor or any affiliate by or on behalf of the Indemnifying Party) [and (B) static pool information regarding mortgage loans originated or acquired by the Seller [and included in the Prospectus Supplement, the Offering Circular, the ABS Informational and Computational Materials or the Free Writing Prospectus or any amendment or supplement thereto][incorporated by reference from the website located at ___________]].

  • Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • Third Party Claim has the meaning set forth in Section 8.3.

  • Investor Indemnified Party is defined in Section 4.1.

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

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

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

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

  • Third party claimant means any individual, corporation, association, partnership, or other legal entity asserting a claim against any individual, corporation, association, partnership, or other legal entity insured under an insurance policy or insurance contract.

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • Indemnifier means any Party obligated to provide indemnification under this Agreement;

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

  • SpinCo Indemnitees shall have the meaning set forth in Section 4.3.

  • Tax Indemnitee as defined in Section 3.01(5).

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Indemnifiable Claim means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, agent, trustee or other fiduciary of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate (by action of the Board, any committee thereof or the Company’s Chief Executive Officer (“CEO”) (other than as the CEO him or herself)) caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Indemnitee has the meaning assigned to such term in Section 9.03(b).