Parent Indemnities definition

Parent Indemnities means Parent, each Affiliate of Parent, including any of its direct or indirect subsidiaries (including, after the Effective Time, the Retained Companies), and each of their respective Representatives and each of the heirs, executors, successors and assigns of any of the foregoing.
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Parent Indemnities has the meaning ascribed thereto in Section 10.2;
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Parent Indemnities has the meaning set forth in the Arrangement Agreement;
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Examples of Parent Indemnities in a sentence

  • From and after the Effective Time, the right of a Parent Indemnitee to be indemnified pursuant to this Article VIII shall be the sole and exclusive remedy of the Parent Indemnities with respect to any breach of any representation or warranty or agreement of the Company contained in this Agreement (other than claims arising from fraud as set forth in Section 8.3.4).

  • Parent, in its discretion, shall have the right to temporarily withhold and, subject to the following sentence, set off against any amount otherwise due to be paid pursuant to this Section 2.16 the amount of any Losses to which Parent reasonably believes any Parent Indemnities (including Parent) are entitled under ARTICLE VII or ARTICLE IX of this Agreement.


More Definitions of Parent Indemnities

Parent Indemnities shall have the meaning specified in Section 10(b).
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Parent Indemnities. Section 7.3 “Permits” Section 3.10
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Parent Indemnities. Section 7.1(a)
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Parent Indemnities. See Section 10.2(a) hereof.
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Related to Parent Indemnities

  • Indemnities shall have the meaning specified in Section 11.

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

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

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

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

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

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

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

  • Lender Indemnitees shall have the meaning given to it in Section 14.19 hereof.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

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

  • Purchaser Indemnitees has the meaning set forth in Section 7.02.

  • Indemnified Persons has the meaning assigned to such term in Section 7.12(c).

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

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

  • 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.

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

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

  • Holder Indemnified Parties has the meaning set forth in Section 7(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, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • Holder Indemnified Persons means, with respect to each Holder, such Holder and its affiliates and directors, officers, partners, trustees, employees, agents, representatives and control persons entitled to indemnification by the Fund under Section 7.

  • 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.

  • 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.

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

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