Initial Indemnification definition

Initial Indemnification means the monies required to be paid by the Warrant Issuer on the issuance of a new Warrant, in accordance with the Rules, which monies are payable on the Delivery Day;
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Examples of Initial Indemnification in a sentence

  • Initial Indemnification Agreement: In consideration of being permitted to participate at the ATV Park, camping and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I hereby agree to hold harmless, defend and indemnify Kent Farms, Inc.

  • At the Closing, pursuant to the Escrow Agreement, Parent shall pay or cause to be paid to the Escrow Agent, by wire transfer of immediately available funds to the applicable account set forth in the Escrow Agreement, the Initial Indemnification Escrow Amount to be held in the Indemnification Escrow Account.

  • If the Indemnifying Party does not agree that the Direct Claim is one for which it is required to indemnify the Indemnified Party, it shall give the Indemnified Party written notice describing the basis for its objection (the “Objection Notice”) within 15 (fifteen) Business Days following receipt of the Initial Indemnification Notice.

  • Therefore, in periods of net loss, no portion of the loss is allocated to participating securities.

  • The release of the amounts in the Selling Parties’ Representative Escrow Account will occur within ten Business Days of the last release by the Escrow Agent to the Disbursing Agent of the balance of the Initial Indemnification Escrow Amount pursuant to the terms of this Agreement and of the Escrow Agreement.

  • If the Indemnifying Party does not give an Objection Notice within 15 (fifteen) Business Days following its receipt of the Initial Indemnification Notice, all Losses incurred by the Indemnified Party with respect to the Direct Claim shall be paid by the Indemnifying Party within 10 (ten) Business Days after receipt of the Initial Indemnification Notice.

  • The Escrow Agent agrees to accept delivery of the Initial Indemnification Escrow Amount and the Additional Indemnification Escrow Amount and to hold such amounts in a separate escrow account (the “Indemnification Escrow Account”), subject to the terms and conditions of this Agreement.

  • As used in this Agreement, a "SHAREHOLDER'S INDEMNIFICATION SHARES" refers to and means the Initial Indemnification Shares allocable to such Shareholder and the Additional Indemnification Shares allocable to such Shareholder, if any.

  • On and after the Initial Indemnification Claim Date, Buyer may make a claim for indemnification with respect to all claims then outstanding or thereafter arising.

  • Parent shall deposit as ---------------------------------------- soon as practicable on the Holders' behalf with the Escrow Agent a certificate representing 5,387 TranSwitch Common Shares, being the number of Indemnification Escrow Shares issued pursuant to the Merger Agreement registered in the name of Embassy & Co. as nominee for the Escrow Agent (the "Initial Indemnification ----------------------- Escrow Shares").

Related to Initial Indemnification

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, sponsors, 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, letters, the Debtors’ respective memoranda, articles or certificates of incorporation, 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.

  • Indemnification Cap has the meaning set forth in Section 9.4(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, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

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

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

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

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

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

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

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

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

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

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

  • 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.

  • 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 Indemnitee has the meaning set forth in Section 7.2(b).

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

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

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

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • Related Indemnified Person of an indemnified person means (a) any controlling person or controlled affiliate of such indemnified person, (b) the respective directors, officers, or employees of such indemnified person or any of its controlling persons or controlled affiliates and (c) the respective agents of such indemnified person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such indemnified person, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of this Agreement and the Term Loans.

  • Investor Indemnified Party is defined in Section 4.1.

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