Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Seller Indemnified Persons has the meaning set forth in Section 8.3.
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
Buyer Indemnified Party has the meaning set forth in Section 8.2.
Seller Indemnified Party has the meaning set forth in Section 7.2.
Purchaser Indemnified Parties has the meaning set forth in Section 8.2.
Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).
Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).
Indemnification Cap has the meaning set forth in Section 9.3(a).
Company Indemnified Parties has the meaning specified in Section 7.8(a).
Parent Indemnified Parties has the meaning set forth in Section 9.2(a).
D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).
Company Indemnified Persons has the meaning set forth in Section 5(a).
Buyer Indemnitees has the meaning set forth in Section 8.02.
Purchaser Indemnitees has the meaning set forth in Section 7.02.
Company Indemnified Party has meaning set forth in Section 8(b) hereof.
Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.
Seller Indemnitees has the meaning set forth in Section 8.03.
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 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 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.
Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.
Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.
Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.
Indemnification Agreements has the meaning set forth in Section 2.5.