CD&R Indemnification Agreement definition

CD&R Indemnification Agreement the Indemnification Agreement, dated as of October 20, 2009, between the Borrower and the CD&R Investors, as amended, supplemented, waived or otherwise modified from time to time.

CD&R Indemnification Agreement the Indemnification Agreement, dated as of Closing Date, as amended by that certain letter agreement, dated as of August 5, 2019, by and among the Borrower, Topco, Midco, Intermediate GP, Passthrough Holdings, Blocker Holdings, certain CD&R Investors and CD&R and the other parties thereto, as the same may be amended, supplemented, waived or otherwise modified from time to time.

CD&R Indemnification Agreement means the Indemnification Agreement, dated as of December 23, 2013, among the Company, CD&R Landscapes Midco, Inc., Bidco, JDA, OpCo, CD&R Investor, CD&R Fund VIII, CD&R F&F Fund VIII, CD&R Advisor Fund, Xxxxxxx, Dubilier & Rice, Inc. and CD&R Manager, as the same may be amended from time to time in accordance with its terms.

Examples of CD&R Indemnification Agreement in a sentence

• Except as set forth in Schedule 3.13, no accumulated funding deficiency (within the meaning of Section 412 of the Code), whether waived or unwaived, exists with respect to any Employee Benefit Plan or any plan sponsored by any member of a controlled group (within the meaning of Section 412(n)(6)(B) of the Code) in which the Company is a member (a "Controlled Group").

• Nothing in this Section 3 shall limit any obligations of any member of the Company Group to reimburse any costs and expenses to CD&R Manager or any CD&R Manager Affiliate (as defined below) under the Merger Agreement, the CD&R Indemnification Agreement, or any other ancillary agreement.

• Xxxx Title: Vice President, Treasurer and Assistant Secretary [Signature Page to CD&R Indemnification Agreement] XXXXXXX, DUBILIER & RICE FUND IX, L.P. By: CD&R Associates IX, L.P., its general partner By: CD&R Investment Associates IX, Ltd., its general partner By: /s/ Xxxxxxx X.

• Xxxx Title: Vice President, Treasurer and Assistant Secretary [Signature Page to CD&R Indemnification Agreement] CD&R ADVISOR FUND IX, L.P. By: CD&R Associates IX, L.P., its general partner By: CD&R Investment Associates IX, Ltd., its general partner By: /s/ Xxxxxxx X.

• The Company, Midco, Bidco, JDA and OpCo (on behalf of themselves and the other members of the Company Group) hereby acknowledge and agree that the services provided by CD&R Manager hereunder, including the Initial Consulting Services and the Additional Consulting Services, are being provided subject to the terms of this Agreement (including, without limitation, Section 7) and the CD&R Indemnification Agreement.

More Definitions of CD&R Indemnification Agreement

CD&R Indemnification Agreement means the indemnification agreement to be entered into by the Company and the other parties identified therein as of the Closing substantially in the form of Exhibit I hereto.

CD&R Indemnification Agreement the Indemnification Agreement, dated as of the Closing Date, by and among Topco, Atrium W&D, Ply Gem Industries, certain CD&R Investors and CD&R and the other parties thereto, as the same may be amended, supplemented, waived or otherwise modified from time to time.

CD&R Indemnification Agreement the Indemnification Agreement dated as of the date hereof, by and among Parent, Midco, Holdings, JDA, JDL, Investor, the CD&R Investors, Xxxxxxx, Dubilier & Rice, Inc., a Delaware corporation, and CD&R, as amended, supplemented, waived or otherwise modified from time to time.

CD&R Indemnification Agreement the Indemnification Agreement dated as of the date hereof, by and among certain CD&R Investors, Lux HoldCo 1, the Parent Borrower, the U.S. Borrower, German AcquisitionCo, CD&R and the other parties thereto or who may accede thereto from time to time, as amended, supplemented, waived or otherwise modified from time to time.

CD&R Indemnification Agreement the Indemnification Agreement to be dated as of the Closing Date among CDRT Parent, the Company, CD&R Fund VIII, CD&R EMS Co-Investor, L.P., a Cayman Islands exempted limited partnership, CD&R Advisor Fund VIII Co-Investor, L.P., a Cayman Islands exempted limited partnership, CD&R Friends and Family Fund VIII, L.P., a Cayman Islands exempted partnership and CD&R as amended, supplemented, waived or otherwise modified from time to time.

CD&R Indemnification Agreement means the Indemnification Agreement, to be dated as of the Effective Date, among CDRT Parent, the Company, CD&R Fund VIII, CD&R EMS Co-Investor, L.P., a Cayman Islands exempted limited partnership, CD&R Advisor Fund VIII Co-Investor, L.P., a Cayman Islands exempted limited partnership, CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted partnership and CD&R, as amended, supplemented, waived or otherwise modified from time to time.

CD&R Indemnification Agreement means the Indemnification Agreement, dated as of April 12, 2018, by and among Cornerstone Building Brands and/or one or more of its 7 Subsidiaries, certain CD&R Investors and CD&R and the other parties thereto, as the same may be amended, supplemented, waived or otherwise modified from time to time. “CD&R Investors” means, collectively, (i) Xxxxxxx, Dubilier & Rice Fund X, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, (ii) Xxxxxxx, Dubilier & Rice Fund X-A, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, (iii) CD&R Advisor Fund X, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, (iv) CD&R Associates X, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, (v) CD&R Investment Associates X, Ltd., a Cayman Islands exempted company, and any successor in interest thereto, (vi) CD&R Pisces Holdings, L.P., a Cayman Islands exempted limited partnership, and any successor in interest thereto, (vii) Camelot Return GP, LLC, a Delaware limited liability company, and any successor in interest thereto, and (viii) any Affiliate of any CD&R Investor identified in clauses (i) through (vii) of this definition. “Change of Control” means: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act, as in effect on the Issue Date), other than one or more Permitted Holders or a Parent, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, as in effect on the Issue Date), directly or indirectly, of more than 50.0% of the total voting power of the Voting Stock of the Company; provided that (x) so long as the Company is a Subsidiary of any Parent, no “person” shall be deemed to be or become a “beneficial owner” of more than 50.0% of the total voting power of the Voting Stock of the Company unless such “person” shall be or become a “beneficial owner” of more than 50.0% of the total voting power of the Voting Stock of such Parent (other than a Parent that is a Subsidiary of another Parent) and (y) any Voting Stock of which any Permitted Holder is the “beneficial owner” shall not in any case be included in any Voting Stock of which any such “person” is the “beneficial owner”; or (ii) the Company sells or transfers, in one or a series of related transactions, all or substantially all of the assets of the Company and its Restricted Subsidiaries to, anoth...