Maximum Indemnification definition

Maximum Indemnification shall have the meaning set forth in Section 9.2 hereof.
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Maximum Indemnification is defined in Section 10.6.
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Maximum Indemnification has the meaning given to such term in Section ----------------------- 12.6(c).
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Examples of Maximum Indemnification in a sentence

  • Subject to the provisions of section 3.1 above, the Indemnification Undertaking in respect to each of the Indemnifiable Events shall be limited, in relation to each Office Holder in the Company separately and for each event separately, in the amount of the liability or expense which is indemnifiable as aforesaid, but not more than the Maximum Indemnification Amount in relation to each of the Indemnifiable Events.

  • The maximum amount for which VFL shall be liable under this Article X, other than indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 which shall not be subject to such limitation, shall not exceed in the aggregate 100% of the Purchase Price ("Maximum Indemnification Obligation").

  • In any event, the maximum amount for which Purchaser shall be liable under this Article X shall not exceed in the aggregate the Maximum Indemnification Obligation.

  • Certificates representing Parent Common Stock, with a value (based upon the Viad Price at the Effective Time) equal to sum of the Maximum Indemnification Amount and the Software Fee, which would have otherwise been issued to Dachis in accordance with the procedures of Section 3.1, shall be held in escrow by the Escrow Agent, with the other Escrowed Consideration pursuant to the terms of the Escrow Agreement.

  • It is hereby clarified and agreed that as of the time in which the aforementioned reasonable concern ceases to exist, the Underwriter shall be entitled to the completing of his indemnification up to the difference between the Maximum Indemnification Amount and the Interim Amount.

  • Notwithstanding the foregoing provisions of this Section 9.5, the indemnification obligations of Xxxx Atlantic and Vodafone set forth in Sections 9.1(a)(ii) or (iii), in the case of Xxxx Atlantic, or Sections 9.2(a)(ii) or (iii), in the case of Vodafone, shall not be subject to the Deductible Amount or any other deductible, the Maximum Indemnification limitation, or the limitation under the immediately preceding sentence.

  • Subject to the provisions set forth in section 3.1 hereinabove, the undertakings for indemnification for each of the Determining Events shall be limited with respect to each officer in the Company separately and for each discrete event, in the amount of liability or the expense that is indemnifiable as said, however in an amount that shall not exceed the Maximum Indemnification Amount with relation to each of the Determining Events.

  • In addition, the maximum amount for which Sellers shall be liable under clause (i) shall not exceed $180,000,000 (“Maximum Indemnification Obligation”); provided, however, that Losses incurred by the Purchaser Indemnities for breaches of the representations and warranties contained in Sections 5.6, 5.9, 6.2 and 6.11 and Article 9 shall not be subject to the Maximum Indemnification Obligation.

  • Notwithstanding anything to the contrary contained in this Agreement, Target Shareholder shall be deemed to have satisfied payment of the Maximum Indemnification Amount upon delivery to Acquirer of an aggregate of 5,000,000 Holdback Shares or Acquiror Shares.

  • Subject to the exceptions set forth in Section 9.2(c) and 9.2(e) below, the Stockholders shall not be obligated to indemnify any Buyer Indemnified Party for any amount of otherwise indemnifiable losses in excess of Three Million Five Hundred Thousand Dollars ($3,500,000) (the "Maximum Indemnification").


More Definitions of Maximum Indemnification

Maximum Indemnification shall have the meaning set forth in Section 5.
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Maximum Indemnification has the meaning given to such term in SECTION 12.6(c).
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Related to Maximum Indemnification

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

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

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

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

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

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

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

  • 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.

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

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

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

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

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

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

  • Indemnified Parties shall have the meaning assigned to such term in Section 7.2.

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

  • Fund Indemnified Persons means, the Fund and its affiliates and trustees, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Holders under Section 7.

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

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

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • 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.