warranties and indemnification. You warrant to USAA that:
warranties and indemnification. You warrant to the Credit Union that:
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 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 Agreements has the meaning set forth in Section 2.5.
Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of 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 Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.
Limitation of Liability Insert the following Section 15, after Section 14:
Indemnification Cap has the meaning set forth in Section 9.4(a).
Breach of Agreement provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B.
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 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.
Indemnified Parties has the meaning set forth in Section 8.2.
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 Notice has the meaning set forth in Section 11.3(a).
Indemnification Claim Notice has the meaning set forth in Section 11.3.
Company Indemnified Parties has the meaning specified in Section 7.8(a).
Indemnification Claim has the meaning set forth in Section 12.3.
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
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.
Tax Warranties means the warranties set out in part 3 of schedule 8 (Tax)
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.
Excluded Representations has the meaning set forth in Section 7.3(a).
Company Indemnified Party has meaning set forth in Section 8(b) hereof.
Parent Indemnified Parties has the meaning set forth in Section 9.2(a).
Buyer Indemnified Party has the meaning set forth in Section 8.2.