Reorganisation Indemnity definition

Reorganisation Indemnity has the meaning given to it in clause 8.12;
Sample 1Sample 2
Reorganisation Indemnity means the undertaking and indemnity set out in Clause 8; “Reorganisation Tax Indemnity” means the indemnity set out in Clause 8.2.4;
Sample 1
Reorganisation Indemnity the indemnity set out in clause 11
Sample 1

Examples of Reorganisation Indemnity in a sentence

  • All Claims, Reorganisation Indemnity Claims and Tax Covenant Claims shall be subject to the provisions and limitations in Part 1 of Schedule 6 (to the extent applicable).

  • The Buyer shall (and following Completion shall procure that each member of the Buyer’s Group shall) take all reasonable action(s) to mitigate any loss suffered by it or the relevant member(s) of the Group which would, could or might result in a Claim or Reorganisation Indemnity Claim against any of the Sellers.

  • If the same fact, matter, event or circumstance gives rise to more than one Claim, Separation Claim, Reorganisation Indemnity Claim or Tax Covenant Claim or an adjustment to the Consideration, the Buyer shall not be entitled to recover more than once in respect of the same loss.

  • The Reorganisation Indemnity Agreement contains mutual cross indemnities pursuant to which each of the Packaging Business, the Filters Business and the Components Business have agreed to indemnify each of the other businesses against losses, costs, damages and expenses of any kind suffered directly or indirectly from or in consequence of that business prior to the date of the agreement.

  • The Reorganisation Indemnity Agreement is effective for a period of 10 years.

  • The Reorganisation Indemnity Agreement also contains customary wrong pocket provisions which require each business to transfer any property, business or other asset which properly should be regarded as part of another business to that other business for nominal consideration.

  • A report concerning the publication of the Taunton Deane Site Allocations and Development Management Plan (SADMP) had recently been considered by the Executive.

  • The Seller shall not be liable for any indirect or consequential losses arising out of any Reorganisation Indemnity Claim, Reorganisation Indemnity Tax Claim, any Specified Tax Claim or any Specific Indemnity Claim.

  • These are expected to deliver a cumulative energy saving of 250 million tonnes of oil equivalent (Mtoe) between 2014 and 2020.Consistent with the focus of Article 7, the most important policy measure type in terms of expected energy savings is EEOS.

  • The Reorganisation Indemnity Agreement also contains customary wrong pocket provisions which require each business to transfer any property, business or other asset which properly should be regarded as part of another business to that other business for nominal consideration, and an access regime with respect to any shared TSA assets that a party has not migrated off by the end of the relevant transitional services term.

Related to Reorganisation Indemnity

  • Reorganisation means proceedings which effect the interposition of a limited liability company (“Newco”) between the Shareholders of CSG immediately prior to such proceedings (the “Existing Shareholders”) and CSG; provided that (i) only ordinary shares or units or equivalent of Newco or depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco are issued to Existing Shareholders; (ii) immediately after completion of such proceedings the only holders of ordinary shares, units or equivalent of Newco or, as the case may be, the only holders of depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco, are Existing Shareholders holding in the same proportions as immediately prior to completion of such proceedings; (iii) immediately after completion of such proceedings, Newco is (or one or more wholly-owned Subsidiaries of Newco are) the only shareholder of CSG; (iv) all Subsidiaries of CSG immediately prior to such proceedings (other than Newco, if Newco is then a Subsidiary of CSG) are Subsidiaries of CSG (or of Newco) immediately after completion of such proceedings; and (v) immediately after completion of such proceedings, CSG (or Newco) holds, directly or indirectly, the same percentage of the ordinary share capital and equity share capital of those Subsidiaries as was held by CSG immediately prior to such proceedings;

  • Permitted Reorganisation means a solvent reconstruction, amalgamation, reorganisation, merger or consolidation whereby all or substantially all the business, undertaking or assets of the Issuer are transferred to a successor entity which assumes all the obligations of the Issuer under the Capital Securities.

  • 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.

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

  • Organisation means a legal body which exists separately and distinctly from its members and includes companies, building societies, community benefit societies, local authorities and so on and also for the purposes of these Rules includes unincorporated organisations such as social clubs, branches of political parties or trade unions and other voluntary bodies.

  • Reorganization Cases means the cases filed by the Debtors under Chapter 11 of the Bankruptcy Code.

  • Amalgamation Agreement means the Amalgamation Agreement dated as of June 26, 2020 among Cybin, Clarmin and Subco relating to the Amalgamation, as amended on October 21, 2020, a copy of which is available under the Company’s profile on the SEDAR website at www.sedar.com.

  • international organisation means an organisation and its subordinate bodies governed by public international law, or any other body which is set up by, or on the basis of, an agreement between two or more countries.

  • 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;

  • voluntary organisation means a body, other than a public or local authority, the activities of which are carried on otherwise than for profit;

  • research organisation means a legal entity established as a non-profit organisation which carries out research or technological development as one of its main objectives;

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Amalgamation means the amalgamation of the Amalgamating Corporations as contemplated in this Agreement;

  • Amalgamation Application means the amalgamation application that will be filed with the Registrar under subsection 275(1)(a) of the BCBCA in order to give effect to the Amalgamation, substantially in the form attached hereto as Schedule C;

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

  • CCAA means the Companies’ Creditors Arrangement Act (Canada).

  • Post-Petition means the time period beginning immediately upon the filing of the Chapter 11 Cases.

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • 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.

  • Reconstitution Agreement The agreement or agreements entered into by the Company and the Purchaser and/or certain third parties on the Reconstitution Date or Dates with respect to any or all of the Mortgage Loans serviced hereunder, in connection with a Whole Loan Transfer or Securitization Transaction.

  • Reconstitution Agreements The agreement or agreements entered into by the Seller and the Purchaser and/or certain third parties on the Reconstitution Date or Dates with respect to any or all of the Mortgage Loans sold hereunder, in connection with a Whole Loan Transfer, Agency Transfer or a Securitization Transaction pursuant to Section 13, including, but not limited to, a seller's warranties and servicing agreement with respect to a Whole Loan Transfer, and a pooling and servicing agreement and/or seller/servicer agreements and related custodial/trust agreement and documents with respect to a Securitization Transaction.

  • Insolvency Action With respect to any Person, the taking by such Person of any action resulting in an Insolvency Event, other than solely under clause (g) of the definition thereof.

  • Indemnifier means any Party obligated to provide indemnification under this Agreement;

  • Demerger means a demerger pursuant to Chapter 17 of the Finnish Companies Act (624/2006 as amended from time to time).

  • Reconstruction means the replacement of components of an existing facility to such an extent that:

  • Certificate of Amalgamation means the certificate of amalgamation to be issued by the Director in respect of the Amalgamation;