Parent Indemnity definition

Parent Indemnity means the Parent Indemnity, dated as of the Fifth Amendment Effective Date (as defined in the Credit Agreement), by and among SBG (as defined in the Credit Agreement) and the Senior Tranche Administrative Agent and as accepted and acknowledged by the SVF Obligor.
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Parent Indemnity means the indemnity dated May 19, 2006 made by the Parent to and in favour of the Agent and the Borrower in respect of certain tax liabilities of the Borrower assumed by the Parent.
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Parent Indemnity means the indemnity agreement dated the date hereof between the Parent and the Administrative Agent pursuant to which the Parent has agreed to indemnify the Credit Parties in respect of cash on deposit in the BMG Account.
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Examples of Parent Indemnity in a sentence

  • Any failure by Parent to comply with this paragraph (f) shall not be a breach of its obligations except to the extent that the Stockholders’ Representative demonstrates that it has suffered Damages, or that the defense of the Parent Indemnity Claim is prejudiced, by such failure.

  • The Parent Indemnity Deductible shall be determined without regard to any materiality qualification contained in any representation or warranty.

  • Notwithstanding the foregoing, a Company Shareholder's sole recourse for any Damages with respect to which indemnification is sought under this Section 10 (other than Damages determined by a court in a proceeding from which no further appeal is permitted to be taken to have been primarily caused by fraud or intentional misrepresentation) shall be to the Parent Indemnity Shares.

  • Notwithstanding any provisions in the Parent Indemnity and Subsidiary Guarantee Letter Agreement or in this Deed of Trust to the contrary, the total liability for payments in the nature of interest including but not limited to default interest and late payment charges shall not exceed the limits imposed by the laws of the State of Idaho or, if controlling, the United States relating to maximum allowable charges of interest.

  • The Parent Indemnity Shares shall be held to satisfy the Parent's and Merger Sub's indemnification obligations set forth in Section 10.4.

  • The purchase money, proceeds and avails of any disposition of the Property, or any part thereof, or any other sums collected by Beneficiary pursuant to the Parent Indemnity and Subsidiary Guarantee Letter Agreement, this Deed of Trust or the other Credit Documents, may be applied by Beneficiary to the payment of the Secured Obligations in such priority and proportions as Beneficiary in its discretion shall deem proper, subject to any applicable law.

  • The Parent Indemnity and Subsidiary Guarantee Letter Agreement, this Deed of Trust and the other Credit Documents constitute the entire understanding and agreement between Grantor and Beneficiary with respect to the transactions arising in connection with the Secured Obligations and supersede all prior written or oral understandings and agreements between Grantor and Beneficiary with respect thereto.

  • Grantor shall pay any and all taxes that may be levied or assessed under the laws of the United States of America or the political subdivisions thereunder directly or indirectly upon the Parent Indemnity and Subsidiary Guarantee Letter Agreement and/or this Deed of Trust (except for income taxes payable by Beneficiary) or the obligations secured hereby, without regard to any law that may be hereafter enacted imposing payment of the whole or any part thereof upon Beneficiary, its successors or assigns.

  • On or prior to the Effective Time, Parent shall have reserved, and, except as set forth in Section 10, shall at all times maintain in reserve during the Escrow Period, that number of authorized but unissued shares of Parent Common Stock equal to the number of Shareholders Indemnity Shares withheld pursuant to Section 1.8(a) (the "Parent Indemnity Shares").

  • If the Property is sold, through foreclosure or otherwise, prior to the receipt by Beneficiary of the award or payment, Beneficiary shall have the right, whether or not a deficiency judgment on the Parent Indemnity and Subsidiary Guarantee Letter Agreement shall have been sought, recovered or denied, to receive the award or payment, or a portion thereof sufficient to pay the Secured Obligations.


More Definitions of Parent Indemnity

Parent Indemnity means the Indemnification Agreement dated as of September 1, 1999 between the Parent and Holdings.
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Parent Indemnity means that certain Indemnity Agreement executed and delivered by the Parent pursuant to Sections 5.1.9, substantially in the form of Exhibit H hereto, as amended, supplemented, restated or otherwise modified from time to time.
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Parent Indemnity means the Indemnity Agreement dated as of the date hereof from the Parent to the Trust Company and SELCO.
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Parent Indemnity shall have the meaning set forth in Section 5.16(a).
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Related to Parent Indemnity

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

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

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

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

  • 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.

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

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

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

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

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

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

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

  • 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.

  • Indemnity means the payment of an amount to offset all or part of an insured loss.

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

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

  • 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.

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • 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 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.

  • 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;

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

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

  • Indemnification Agreements has the meaning set forth in Section 2.5.

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

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