Special Indemnity Matter definition

Special Indemnity Matter means [***] and “Special Indemnity Matters” means [***];
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Special Indemnity Matter has the meaning set forth in Section 7.6(a).
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Special Indemnity Matter shall have the meaning given that term in Schedule 4(d) of the Support Agreement.
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Examples of Special Indemnity Matter in a sentence

  • Avnet represents and warrants that Buyer has been furnished with all facts that are material to the Special Indemnity Matter (as defined in Schedule 4(d) attached hereto) and that are within the Knowledge of Avnet.

  • The Company has furnished to Buyer all facts that are material to the Special Indemnity Matter that are within the Knowledge of the Company.

  • Each of Avnet and each Founding Stockholder shall, on a joint and several basis, indemnify, defend, and hold harmless the Buyer Indemnified Parties from and against all Losses incurred by any of them that arise out of or result from the Special Indemnity Matter (as defined in Schedule 4(d) attached hereto).

  • No Indemnifiable Loss may be claimed pursuant to a breach of an Indemnified Representation or a Special Indemnity Matter by the Surviving Parent Company or shall be reimbursable by the Shareholder or shall be included in calculating the R&W Deductible or the Litigation Deductible, as the case may be, other than Indemnifiable Losses in excess of $50,000 resulting from any single claim of breach of the Indemnified Representations or a Special Indemnity Matter, as the case may be, subject to Section 8.04(e).

  • The Shareholder’s obligation to indemnify the Surviving Parent Company for any Indemnifiable Losses related to or arising out of the Special Indemnity Matter shall expire on the date that the Special Indemnity Matter has been settled by the parties to the Special Indemnity Matter or finally adjudicated by a court of competent jurisdiction.

  • Subject to the other limitations set forth in this Agreement, including this Section 8.04, no amount shall be payable by the Shareholder for any Indemnifiable Loss relating to the Special Indemnity Matter unless and until the aggregate amount of all Indemnifiable Losses with respect to the Special Indemnity Matter exceeds $900,000 (the “Litigation Deductible”), after which the Shareholder shall be liable only for those Indemnifiable Losses in excess of the Litigation Deductible, subject to Section 8.04(e).

  • Notwithstanding the foregoing, the Basket shall not apply to the matter on Schedule 8.4(a) and this Section 8.4(a) shall not apply to any Seller Special Indemnity Matter.

  • The Special Indemnity Matter shall survive the Initial Closing, and continue in full force and effect for a period of twelve (12) months after the Initial Closing Date.

  • With respect to each Special Indemnity Matter set forth on Schedule 8.02(d), during the Interim Period, Seller Parent shall, and shall cause its Affiliates to, take the respective corrective action set forth on Schedule 5.23 opposite such Special Indemnity Matter (the “Specified Corrective Actions”).


More Definitions of Special Indemnity Matter

Special Indemnity Matter means the conduct of the Company, Avnet or both, or any conduct for which the Company or Avnet may be held civilly or criminally liable, which conduct occurred between 1998 and the Closing Date, in connection with procurement for public schools or libraries and/or participation in the E-Rate Program involving either (i) the Company’s and/or Avnet’s San Antonio, Texas office or (ii) any one of the following individuals: Xxxxxxx Xxxx, Xxxx Xxxxx, Xxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxxxxxxx or Xxxx Xxxxx, including, in each case, any civil or criminal investigation relating thereto or arising therefrom; provided, however, that:
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Special Indemnity Matter. 8.01(a) “Stock Target” § 2.08(e) “Surviving Company” § 2.01(b) “Surviving Company Benefit Plans” § 6.04(b) “Surviving Company Indemnified Parties” § 6.21(a) “Surviving Parent Company” § 2.01(a) “Third Party Claim” § 8.02(b) “Trading Day” § 2.08(g)(iv) “Trading Price” § 2.08(g)(v) “Trust Fund” § 4.25 “Trust Fund Agreement” § 4.25 “Unaudited Financial Statements” § 3.07(a) “VAT” § 3.14(j) “Vessel” § 3.12(a) “WARN” § 3.11(c)
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Special Indemnity Matter means any of the matters set forth on Schedule 8.02(d) of the Disclosure Schedules.
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Special Indemnity Matter means any Adverse Consequences that result from the matters disclosed by the Company in Section 2.11(i) of the Company’s Disclosure Schedule.
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Special Indemnity Matter has the meaning set forth in Schedule 7.3. “Straddle Period” means any taxable period that includes (but does not end on) the Closing Date. “Stock Consideration” means $7,000,000 of Buyer Common Stock, the number of shares of which is determined by dividing $7,000,000 by VWAP of the Buyer Common Stock for the last twenty (20) trading days ending on the trading day immediately preceding the Closing Date (the “Closing Per Share Price”), which shares will be issued to the Seller at the Closing in accordance with Section 1.6. “Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or other business entity of which (i) if a corporation, a majority or more of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority or more of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. “Tail Policies” means the tail policies of the Company providing (i) management liability (including directors’ and officers’ liability insurance coverage for the benefit of those Persons who are covered by the Company’s directors’ and officers’ liability insurance policies as of immediately prior to the Closing) with respect to matters occurring prior to the Closing for a period of six-years (the “Management Liability Policy”), (ii) employment practices and/or fiduciary liability insurance policies for a period of three years, (iii) cyber insurance policy for a period of three years, and (iv) technology errors and omissions insurance policy for a period of three years. “Target Net Working Capital” means $13,000,000. “Tax” and “Taxes” means for purposes of this Agreement all taxes, fees, levies, imposts, duties, or other like assessments or charges imposed by any federal, state, local or foreign taxing authority or other like Governmental Entity, including but not limited to, income, profits, gross receipts, alternative or add-on minimum, excise, real or personal property, sales, use,...
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Special Indemnity Matter has the meaning set forth in Schedule 7.3. “Straddle Period” means any taxable period that includes (but does not end on) the Closing Date. “Stock Consideration” means $7,000,000 of Buyer Common Stock, the number of shares of which is determined by dividing $7,000,000 by VWAP of the Buyer Common Stock for the last twenty (20) trading days ending on the trading day immediately preceding the Closing Date (the “Closing Per Share Price”), which shares will be issued to the Seller at the Closing in accordance with Section 1.6. “Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or other business entity of which (i) if a corporation, a majority or more of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority or more of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. “Tail Policies” means the tail policies of the Company providing (i) management liability (including directors’ and officers’ liability insurance coverage for the benefit of those Persons who are covered by the Company’s directors’ and officers’ liability insurance policies as of immediately prior to the Closing) with respect to matters occurring prior to the Closing for a period of six-years (the “Management Liability Policy”), (ii) employment practices and/or fiduciary liability insurance policies for a period of three years, (iii) cyber insurance policy for a period of three years, and (iv) technology errors and omissions insurance policy for a period of three years. “Target Net Working Capital” means $13,000,000. “Tax” and “Taxes” means for purposes of this Agreement all taxes, fees, levies, imposts, duties, or other like assessments or charges imposed by any federal, state, local or foreign taxing authority or other like Governmental Entity, including but not limited to, income, profits, gross receipts, alternative or add-on minimum, excise, real or personal property, sales, use,...
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Related to Special Indemnity Matter

  • 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 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.

  • Indemnified Matter has the meaning specified in Section 11.4 (Indemnities).

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

  • 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 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 Notice has the meaning set forth in Section 11.3.

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

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

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

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • 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.

  • 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.

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

  • Loss or Losses means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

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

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

  • 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.

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