Special Indemnification Escrow Fund definition

Special Indemnification Escrow Fund shall have the meaning assigned to it in Section 1.6(e)(iii).
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Special Indemnification Escrow Fund means the Special Indemnification Escrow Amount, and the funds from time to time in such account established with the Escrow Agent pursuant to the Escrow Agreement.
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Special Indemnification Escrow Fund means the Special Indemnification Escrow Amount placed in escrow with the Escrow Agent pursuant to Section 2.11 (plus any interest paid on such Special Indemnification Escrow Amount in accordance with the Escrow Agreement).
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Examples of Special Indemnification Escrow Fund in a sentence

  • This clause (d) shall in no way limit the Parent Indemnified Parties entitlement to any recovery under the Special Indemnification Escrow Fund.

  • I learned the importance of reformed education for both students and teachers, as all areas of life are under God’s care.

Related to Special Indemnification Escrow Fund

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

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

  • 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.

  • 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.

  • Indemnity Escrow Agreement has the meaning set forth in Section 1.5.

  • Indemnity Escrow Amount means $5,000,000.

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

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

  • Indemnity Escrow Account has the meaning set forth in Section 2.3(c).

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

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

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

  • 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 Claim has the meaning set forth in Section 12.3.

  • 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.

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

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

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

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

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Servicer Indemnified Party As defined in Section 8.05(c) of this Agreement.

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

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