Special Indemnification Matters definition

Special Indemnification Matters has the meaning set forth in Section ‎9.2(a)(iv).
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Special Indemnification Matters has the meaning set forth in Section 8.04(a).
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Special Indemnification Matters means each of the matters set forth on Section 7.2(c) of the Disclosure Schedules.
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Examples of Special Indemnification Matters in a sentence

  • During the Pre-Closing Period, the Company shall use its commercially reasonable best efforts to remediate and mitigate any Damages resulting from, arising out of, or associated with any of the Special Indemnification Matters, and pay in full all liabilities, fees, and other costs and expenses owed to third-parties incurred by any Company Group Member during the Pre-Closing Period in connection with the Company’s compliance with this Section 5.09 (the “Remediation Expenses”).

  • All of the Special Indemnification Matters, and all Claims with respect thereto, shall survive until the third anniversary of the Closing Date.

  • Seller Parent will be required to indemnify the Buyers Indemnified Parties with respect to any claim for indemnification arising out of or relating to the Special Indemnification Matters for aggregate amounts up to the amount of the Cap.

  • All of the Special Indemnification Matters, and all Claims with respect thereto, shall survive until the date which is the later of (x) the third anniversary of the Closing Date or (y) the first anniversary of the date on which all obligations of any Acquired Company under the Consent Order have been fully performed.

  • The limitations set forth in this paragraph (a), including the De Minimis Exclusion and the Tipping Basket, shall not apply to Damages based upon, in connection with or resulting from (i) fraud, intentional or knowing misrepresentation, willful breach or willful misconduct on the part of the Seller, (ii) a breach, inaccuracy or failure to be true of any of the Fundamental Representations, or (iii) any of the Special Indemnification Matters.

  • If at the conclusion of such thirty (30) day period Buyer and the Seller Representative have not reached such a Final Resolution as to all Claim Values for all open Special Indemnification Matters, then upon request of either party the parties will resolve the dispute by way of the Appraisal Procedure to finally determine the Claim Values for each of the disputed open Specified Indemnity Matters.

  • During the day’s operation, the County’s Representative will log all additional material added to the heater-melter unit.

  • The Parties agree that the Deductible and the Deminimis Amount will not be applicable to any indemnification arising out of or relating to any Special Indemnification Matters.

  • Schedule 2.8(a) – Company Accounting Policies* Schedule 2.8(b) – Sample Working Capital Schedule* Schedule 3.28(b) – Company Merger Costs* Schedule 5.2(b) – Permitted Pre-Closing Period Actions* Schedule 6.2 – Regulatory Filings* Schedule 7.6(k) – Liens* Schedule 10.2(a)(iv) – Special Indemnification Matters* * Omitted.

  • The obligations of the Shareholders to indemnify Purchaser for Companies Taxes and Special Indemnification Matters shall survive for the applicable statute of limitations.


More Definitions of Special Indemnification Matters

Special Indemnification Matters means (a) the Spin-Off and any assets or liabilities of the Spin-Off Entities; and (b) any indemnity claims related to the August 20, 2009 Contribution Agreement with Diamond Communications, and (c) any indemnity claim related to the October 5, 2009 Asset Purchase Agreement with nTelos/Lumos, provided that any such indemnity claim arises out of actions and/or events occurring between December 31, 2011 and the Closing Date.
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Special Indemnification Matters means (i) the failure or inability of the Company or any Company Subsidiary to have any of the Licenses required under applicable Environmental Laws as of the Closing Date and set forth on Section 6.1(b) of the Company Disclosure Letter, (ii) any Environmental Claims related to those matters with respect to which the Company or any Company Subsidiary is a potentially responsible party and which are listed on Section 8.2(a)(iv) of the Company Disclosure Letter, (iii) those matters set forth under the heading “Potential Claims” under Section 4.8 of the Company Disclosure Letter, or (iv) the matter described in item 5 of Section 4.19(c) of the Company Disclosure Letter.
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Special Indemnification Matters has the meaning set forth in Section 10.01.
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Special Indemnification Matters means (i) any fines, penalties and rebates to clients in connection with the DOL Investigation and (ii) any claim, cause of action, loss, liability or damage (x) arising due to the conduct of business of EQ Services, Inc., EREIM Managers Corp., ECLC, Inc. and Column Financial, Inc. or due to the sale of the business of EQ Services, Inc. or (y) arising under any federal, state, or local environmental statute or regulation and relating to any alleged action or failure to act on the part of any of the Companies with respect to any properties owned by either the General Account or any of the Separate Accounts at any time prior to the Closing Date; and (iii) any damages arising from the ROM, Xxxxxx, Xxxxxxxxx and Xxxxxxxxxx litigations (as more specifically identified in Schedule 2.13) and the Brookhaven matter (as more specifically identified in Schedule 2.7).
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Special Indemnification Matters means each of the matters set forth on Section 7.2(c) of the Disclosure Schedules. “Special Indemnification Work” has the meaning set forth in Section 7.8(a)
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Related to Special Indemnification Matters

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

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

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

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

  • 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 Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, sponsors, 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, letters, the Debtors’ respective memoranda, articles or certificates of incorporation, 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.

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

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

  • 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.

  • 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.

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

  • 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.

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

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

  • Environmental Indemnity Agreement means the environmental indemnity agreement dated as of the date of this Agreement executed by Borrower for the benefit of the Indemnified Parties and such other parties as are identified in such agreement with respect to the Premises, as the same may be amended from time to time.

  • Third Party Claims has the meaning set forth in Section 11.1.

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

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

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

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

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

  • 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.