Maximum Indemnification Obligation definition

Maximum Indemnification Obligation has the meaning set forth in Section 13.2(a).
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Maximum Indemnification Obligation has the meaning set forth in Section l0.0l(a).
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Maximum Indemnification Obligation means the maximum aggregate liability of the Indemnitors for Indemnification Obligations hereunder, which maximum aggregate liability shall be equal to the escrow fund established pursuant to the Escrow Agreement except as otherwise specifically provided.
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Examples of Maximum Indemnification Obligation in a sentence

  • 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").

  • For purposes of this Section 13.2(a), Losses asserted against, imposed upon or incurred by FBIC, FFLIC or any of their respective directors, officers, employees, Affiliates or assigns as a result of a violation of any of the representations of each of PLICO, PLAIC and Empire contained in Section 4 of the Indemnity Reinsurance Agreement to which such Person is a party shall not be subject to the Basket Amount or the Maximum Indemnification Obligation with respect to Sellers.

  • 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.


More Definitions of Maximum Indemnification Obligation

Maximum Indemnification Obligation has the meaning set forth in Section 8(b)(iii) below.
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Related to Maximum Indemnification Obligation

  • 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 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 Cap has the meaning set forth in Section 9.3(a).

  • 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 Threshold has the meaning set forth in Section 11.5.

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • 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.

  • Maximum Liability has the meaning assigned to such term in Section 10.10.

  • 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).

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • 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 Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.

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

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

  • Indemnity Cap has the meaning set forth in Section 10.3(a).

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

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

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

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Indemnified Amounts Defined in Section 11.1.

  • Indemnified Amount has the meaning set forth in Section 8.01.

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

  • Indemnified Matter has the meaning specified in Section 11.4 (Indemnities).

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

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.