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.
Section 510(b) Claim means any Claim arising from: (a) rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors; (b) purchase or sale of such a security; or (c) reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.
Section 510(b) Claims means any Claim against any Debtor: (a) arising from the rescission of a purchase or sale of a Security of any Debtor or an affiliate of any Debtor; (b) for damages arising from the purchase or sale of such a Security; or (c) for reimbursement or contribution Allowed under section 502 of the Bankruptcy Code on account of such a Claim; provided that a Section 510(b) Claim shall not include any Claims subject to subordination under section 510(b) of the Bankruptcy Code arising from or related to an Interest.
Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.
Parent Indemnitees has the meaning set forth in Section 8.02.
Indemnity Escrow Amount means $3,000,000.
Indemnified Matters has the meaning specified therefor in Section 12.15.
Buyer Losses shall have the meaning set forth in Section 11.1 hereof;
Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).
Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).
Indemnification Cap has the meaning set forth in Section 9.4(a).
Indemnity Cap has the meaning set forth in Section 9.2(b).
Buyer Indemnitees has the meaning set forth in Section 8.02.
Indemnification Claim Notice has the meaning set forth in Section 11.3.
Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.
Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.
Purchaser Losses shall have the meaning set forth in Section 9.1(a).
Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.
Tax Losses has the meaning assigned to such term in Section 7.1(a).
Indemnification Claim has the meaning set forth in Section 8.4(a).
Excluded Matters has the meaning given in Section 6.3.
Retained Causes of Action means those Causes of Action that shall vest in the Reorganized Debtors on the Effective Date, which, for the avoidance of doubt, shall not include any of the Causes of Action that are settled, released or exculpated under the Plan.
Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.
Indemnity Threshold has the meaning set forth in Section 9.3.
Seller Losses has the meaning set forth in Section 10.2(a).
Parent Indemnified Parties has the meaning set forth in Section 9.2(a).