Special Indemnification Cap definition

Special Indemnification Cap means (a) for the first 60 days after the Closing, an amount equal to (x) the Purchase Price multiplied by (y) 50%, (b) for the period commencing on the date that is 61 days after the Closing and ending on the date that is nine months after the Closing, an amount equal to (x) the Purchase Price multiplied by (y) 10%, and (c) for the period following the date that is nine months following the Closing, an amount equal to (x) the Purchase Price multiplied by (y) 7.5%, in each case determined by reference to the date on which the Claim Notice in respect of such matter is delivered hereunder.
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Special Indemnification Cap means (a) for the first 60 days after the Closing, an amount equal to (x) the Purchase Price multiplied by (y) 50%, (b) for the period commencing on the date that is 61 days after the Closing and ending on the date that is nine months after the Closing, an amount equal to (x) the Purchase Price multiplied by (y) 10%, and (c) for the period following the date that is nine months following the Closing, an amount equal to (x) the Purchase 14
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Special Indemnification Cap has the meaning set forth in Section 6.2(b) hereof.
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More Definitions of Special Indemnification Cap

Special Indemnification Cap means (a) for the first 60 days after the Closing, an amount equal to (x) the Purchase Price multiplied by (y) 50%, (b) for the period commencing on the date that is 61 days after the Closing and ending on the date that is nine months after the Closing, an amount equal to (x) the Purchase Price multiplied by (y) 10%, and (c) for the period following the date that is nine months following the Closing, an amount equal to (x) the Purchase
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Related to Special Indemnification Cap

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

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • 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.

  • 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.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Indemnification Claim has the meaning set forth in Section 12.3.

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • 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 Claim Notice has the meaning set forth in Section 11.3.

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

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

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Indemnity Cap has the meaning set forth in Section 8.4.3.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Related Indemnified Person of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.

  • Indemnified Costs has the meaning specified in Section 8.05(a).

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

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

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • 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 Parties has the meaning specified in Section 7.8(a).

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

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