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.
Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.
Parent Indemnified Parties has the meaning set forth in Section 9.2(a).
Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.
Indemnification Cap has the meaning set forth in Section 9.4(a).
Indemnity Cap has the meaning set forth in Section 8.4.3.
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 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.
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Seller Indemnified Persons has the meaning set forth in Section 8.3.
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.
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Indemnification Threshold has the meaning set forth in Section 11.5.
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.
Seller Indemnified Party has the meaning set forth in Section 7.2.
Seller Indemnitees has the meaning set forth in Section 8.03.
protection and indemnity risks means the usual risks covered by a protection and indemnity association managed in London, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02 or 1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/11/95) or clause 8 of the Institute Time Clauses (Hulls) (1/10/83) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision;
Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.
Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).
Seller Losses shall have the meaning set forth in Section 9.1(b).
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
Buyer Losses shall have the meaning set forth in Section 8.2.
Servicer Indemnified Party As defined in Section 8.05(c) of this Agreement.
Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.
Third Party Claims has the meaning set forth in Section 11.1.