Xxxxxx Indemnification definition

Xxxxxx Indemnification means that certain Indemnification Agreement, dated as of May 11, 2006, between Morgans Hotel Group Co., the indirect parent of each of Mortgage Borrowers, and Xxxxxx, and as the same hereafter may be amended, restated, replaced, supplemented or otherwise modified from time to time.
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Examples of Xxxxxx Indemnification in a sentence

  • Except for such amendments thereto as have been delivered to Lender, the Xxxxxx Indemnification and the PWR/RWB Escrow Agreement have not been amended or modified and are in full force and effect.

  • Borrowers have delivered, or caused Mortgage Borrowers to deliver, to Lender true, correct and complete copies of each of the Xxxxxx Indemnification and the PWR/RWB Escrow Agreement and all amendments thereto.

  • No Loan Party nor any Affiliate thereof knows of any state of facts currently existing that would be reasonably likely to result in a claim under the Xxxxxx Indemnification.

  • Subject to Lender’s reasonable approval, Borrowers shall diligently pursue their rights and remedies under the Xxxxxx Indemnification and the PWR/RWB Escrow Agreement, and following the occurrence and during the continuance of an Event of Default, Lender shall have the right to pursue the same on behalf of, and in the name of, any Borrower, and each Borrower hereby appoints Lender its attorney-in-fact, coupled with an interest, to pursue the same.

  • No Loan Party nor any Affiliate thereof has (a) made any claim under the Xxxxxx Indemnification, or (b) requested any disbursement of funds under the PWR/RWB Escrow Agreement with respect to any claim under the Xxxxxx Indemnification or otherwise.

  • Borrowers have delivered to Lender true, correct and complete copies of each of the Xxxxxx Indemnification and the PWR/RWB Escrow Agreement and all amendments thereto.

  • The provisions of (A) do not apply in those exceptions enumerated in City of Prince Xxxxxx Indemnification Bylaw No. as from time to time amended.

  • No Borrower nor any Affiliate thereof has (a) made any claim under the Xxxxxx Indemnification, or (b) requested any disbursement of funds under the PWR/RWB Escrow Agreement with respect to any claim under the Xxxxxx Indemnification or otherwise.

  • The parties hereto hereby agree this Agreement supersedes (i) that certain Indemnification Agreement (the "NRGG Newark Indemnification Agreement") dated as of November 8, 1996, among NRG Newark, NRGG and Agent and (ii) that certain Indemnification Agreement (the "Xxxxxx Indemnification Agreement") dated as of ____________, 199__ among NRG Xxxxxx, NRGG and Agent.

  • Xxxxxx Indemnification Agreement Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such action, the reasonable fees and expenses of counsel shall be at the expense of the Company.

Related to Xxxxxx Indemnification

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

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

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

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

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

  • 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).

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

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

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

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

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

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

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

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

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

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

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

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).