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.
Indemnity means the payment of an amount to offset all or part of an insured loss.
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.
Indemnification Cap has the meaning set forth in Section 9.4(a).
Tax Indemnity means the deed of covenant against taxation, in the Agreed Terms, to be entered into on the Closing Date between the Seller and the Purchaser;
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.
Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.
Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.
Indemnification Agreements has the meaning set forth in Section 2.5.
Seller Indemnified Party has the meaning set forth in Section 7.2.
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Parent Indemnified Parties has the meaning set forth in Section 9.2(a).
Buyer Indemnified Party has the meaning set forth in Section 8.2.
Limit of Indemnity means the amount stated in the Schedule pursuant to Clause 5 of this Policy.
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).
Holder Indemnified Parties has the meaning set forth in Section 7(a).
Company Indemnified Party has meaning set forth in Section 8(b) hereof.
Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).
Seller Indemnified Persons has the meaning set forth in Section 8.3.
Company Indemnified Parties has the meaning specified in Section 7.8(a).
Purchaser Indemnified Parties has the meaning set forth in Section 8.2.
Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).
Indemnification Claim has the meaning set forth in Section 12.3.
Indemnification Claim Notice has the meaning set forth in Section 11.3.
Holder Indemnified Party is defined in Section 4.1.