Limitation of Indemnification definition

Limitation of Indemnification means that the indemnification is limited to the issuance of 150,000 shares of common stock in Edison Nation, Inc. (“Edison Shares”) to and receipt by Indemnitee, or its nominee, assigns, and/or successors in interest, as set forth in Section 2.
Sample 1Sample 2

Examples of Limitation of Indemnification in a sentence

  • Insurance During Construction of the Project Section 7.03 Waiver of Subrogation Requirement Section 7.04 Insurance After Completion of Construction Section 7.05 Insurance Exclusive of Indemnity 8 INDEMNIFICATION 9 Section 8.01 Indemnification by the Developer 10 Section 8.02 Indemnification by CMPA 11 Section 8.03 Limitation of Indemnification 13 ARTICLE IX.

  • The right to advancement of expenses shall not apply to any claim for which indemnity is excluded pursuant to these bylaws, but shall apply to any Proceeding referenced in Section 8.6(ii) or 8.6(iii) prior to a determination that the person is not entitled to be indemnified by the corporation.8.6 Limitation of Indemnification.

  • Section 7.03 Waiver of Subrogation Requirement Section 7.04 Insurance After Completion of Construction Section 7.05 Insurance Exclusive of Indemnity 7 INDEMNIFICATION 8 Section 8.01 Indemnification by the Developer 9 Section 8.02 Indemnification by CMPA 10 Section 8.03 Limitation of Indemnification 12 ARTICLE IX.

  • Subject to the limitations set forth in SCHEDULE 3 (Limitation of Indemnification), the Buyer shall indemnify and hold harmless the Seller from and against any and all Losses arising from any breach by the Buyer of the Buyer’s Warranties and covenants hereunder, and other obligations under the Transaction Documents.

  • Subject to the limitations set forth in SCHEDULE 3 (Limitation of Indemnification), the Seller shall indemnify and hold harmless the Buyer from and against any and all Losses arising from any breach by the Seller of the Seller’s Warranties, its covenants or SCHEDULE 5 (Confirmation Letter) in this Agreement or other obligations under the Transaction Documents.

  • The party seeking indemnification pursuant to this Section 5.22 is hereinafter referred to as an "Indemnified Party" and the party from whom indemnification is sought is hereinafter referred to as an "Indemnifying Party." A-34 39 (c) Limitation of Indemnification.

  • The foregoing indemnity is subject to the terms and conditions of a certain Limitation of Indemnification Agreement of even date herewith.

Related to Limitation of Indemnification

  • Limit of Indemnity means the amount stated in the Schedule pursuant to Clause 5 of this Policy.

  • Limitation of Liability PrimePay has negotiated preferred terms and conditions with FD as a service to PrimePay Clients. Client understands that FD, and not PrimePay, will be performing those services and that Client will enter its own service agreement(s) with FD for such services under terms and conditions specified by FD and agreed to by Client. Accordingly, Client acknowledges that FD shall be the provider of Payment Processing Services hereunder and that PrimePay shall have no liability whatsoever for or related to the performance of those services, including any and all damages, costs and related expenses (including attorney fees).

  • 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 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 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.

  • Opinion of Independent Counsel means a written opinion of counsel issued by someone who is not an employee or consultant of the Company or any Guarantor and who shall be acceptable to the Trustee.

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

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • 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.

  • Limit of Liability means, with respect to any Insuring Agreement, the limit of liability of the Underwriter for any Single Loss covered by such Insuring Agreement as set forth under the heading “Limit of Liability” in Item 3 of the Declarations or in any Rider for such Insuring Agreement.

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

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

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

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

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

  • Company Indemnitees shall have the meaning set forth in Section 5.02.

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • 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.

  • Breach of Agreement provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B.

  • Agent Indemnitees means each Agent and its officers, directors, employees, Affiliates, agents and attorneys.

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

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

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

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.