Assumption and Indemnification Agreement definition

Assumption and Indemnification Agreement has the meaning set forth in the Contribution Agreement.
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Assumption and Indemnification Agreement means that certain Assumption and Indemnification Agreement dated as of May 22, 2007 by and among APC, the Subsidiary Guarantors named in the Indenture, the General Partner, Investments, Operating LLC and the Partnership.
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Assumption and Indemnification Agreement has the meaning set forth in Section 2.11(s).
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Examples of Assumption and Indemnification Agreement in a sentence

  • Seller expressly acknowledges and agrees that Buyer's obligation to pay the Purchase Price is subject and subordinate to Buyer's assumption and indemnification obligations under that certain Assumption and Indemnification Agreement dated as of March 29, 2002 between Buyer and Med Diversified, Inc.

  • In furtherance of and in connection with the assumption of liabilities and indemnification provided for by the Environmental Assumption and Indemnification Agreement, Maremont shall assign to one or more Responsible Meritor Affiliates and such Responsible Meritor Affiliate(s) shall assume all right, title, and ownership of the real property owned by Maremont in Paulding, Ohio.

  • The immediate impact of reducing demand through the Fund’s measures is severe, particularly on labor and the poor, and the government is viewed by domestic constituencies as “selling out” (Remmer 1986:7).

  • Among the agreements effecting the spin-off were an Assignment, Assumption, and Indemnification Agreement, executed in May 2005 and backdated to December 31, 2002, and a Master Separation Agreement (“MSA”), dated November 28, 2005.

  • Assumption and Indemnification Agreement dated as of July 1, 1997 by and between Revlon Holdings Inc.

  • In contrast, the community component has only been recently introduced in Kenya, with plans for scaling up implementation from 2008 onwards.

  • Thus, the analysis herein is identical to the analysis in the preceding subsection.Therefore, there are no genuine issues of material facts with respect to this extrinsic evidence, and this evidence is consistent with this Court’s holding as to the meaning of the Assumption and Indemnification Agreement.

  • The Company shall have delivered to the Buyer the fully executed Release, Assumption and Indemnification Agreement.

  • Because this Court finds the language of the PII Indemnity and the § 3(a)(ii) of the Assumption and Indemnification Agreement to be clear and unambiguous, extrinsic evidence need not be considered.

  • This document was prepared between the signing of the Participation Agreement and the May 19, 1998 Assumption and Indemnification Agreement on behalf of P&L Coal, and approved by Felix Herlihy for P&L Coal.


More Definitions of Assumption and Indemnification Agreement

Assumption and Indemnification Agreement means the assumption and indemnification agreement in the form attached as Attachment A.
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Related to Assumption and Indemnification Agreement

  • Indemnification Agreements has the meaning set forth in Section 2.5.

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

  • 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 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, 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.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

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

  • representation agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Indemnity Agreement means that certain Indemnity Agreement dated as of the Closing Date by Borrower and Indemnitor in favor of Lender.

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

  • Expense Agreement means the Agreement as to Expenses and Liabilities between the Depositor and the Trust, substantially in the form attached as Exhibit D, as amended from time to time.

  • Novation Agreement means a legal instrument—

  • Environmental Indemnity Agreement means the Environmental Indemnity Agreement dated as of the Closing Date, from Borrower and the Guarantor, collectively, as indemnitor, to Lender, as indemnitee, as the same may be amended, modified or supplemented from time to time.

  • Reaffirmation Agreement means the Reaffirmation Agreement dated as of the Closing Date by the Borrower and the Guarantors to the Administrative Agent for the benefit of the Secured Parties.

  • 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.

  • Termination Agreement has the meaning set forth in the Recitals.

  • Assignment of Agreements means that certain Assignment of Agreements, Licenses, Permits and Contracts, dated as of the date hereof, from Borrower, as assignor, to Lender, as assignee.

  • Delegation Agreement means any separate agreement entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning the appointment and administration of Subcustodians delegated to the Custodian pursuant to Rule 17f-5 under the 1940 Act.

  • Assumption Agreement has the meaning specified in Section 2.18(d)(ii).

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

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Assignment of Recognition Agreement With respect to a Cooperative Loan, an assignment of the Recognition Agreement sufficient under the laws of the jurisdiction wherein the related Cooperative Unit is located to reflect the assignment of such Recognition Agreement.

  • Transition Agreement has the meaning set forth in Section 12.8.1.

  • Assignment and Conveyance Agreement As defined in Subsection 6.01.

  • Assignment of Management Agreement means the Assignment of Management Agreement and Subordination of Management Fees, dated the same date as this Loan Agreement, among Borrower, Lender and Property Manager, including all schedules, riders, allonges and addenda, as such Assignment of Management Agreement may be amended from time to time, and any future Assignment of Management Agreement and Subordination of Management Fees executed in accordance with Section 6.09(d).