Debt Cancellation and Indemnification Agreement definition

Debt Cancellation and Indemnification Agreement means that certain Debt Cancellation and Indemnification Agreement to be entered into on or about the date hereof, among Xx. Xxxxxxx, Xxx. Xxxxxxx, the Seller and the Buyer, in the form attached hereto as Exhibit K.

Examples of Debt Cancellation and Indemnification Agreement in a sentence

  • This Release, dated ___________, 2010, is being executed and delivered pursuant to Section 1.2(a) of that Debt Cancellation and Indemnification Agreement (the “Debt Cancellation Agreement”), dated as of December 18, 2009, by and among MMAC, LLC, a Delaware limited liability company (the “Buyer”), XXXXX CORPORATION, a Delaware corporation (the “Seller”), Xxxxxxx X.

  • AND INDEMNIFICATION AGREEMENT This Amendment No. 2, dated as of August 31, 2010 (this “Amendment”), amends that certain Debt Cancellation and Indemnification Agreement, dated as of December 18, 2009, as previously amended as of June 15, 2010 (as so amended, the “Agreement”), among MMAC, LLC, a Delaware limited liability company (the “Buyer”), XXXXX CORPORATION, a Delaware corporation (the “Seller”), Xxxxxxx X.

  • Xxxxxxx pursuant to Section 7 hereof, the Company shall have a right of set off against payments otherwise due hereunder in accordance with Section 2.4 of the Debt Cancellation and Indemnification Agreement, dated as of December 18, 2009, as amended, among the Holder, Xxxxxxx X.

  • AND INDEMNIFICATION AGREEMENT This Amendment No. 1, dated as of June 15, 2010 (this “Amendment”), amends that certain Debt Cancellation and Indemnification Agreement (the “Agreement”), dated as of December 18, 2009, among MMAC, LLC, a Delaware limited liability company (the “Buyer”), XXXXX CORPORATION, a Delaware corporation (the “Seller”), Xxxxxxx X.

  • Pledgor and the Secured Party are parties to that certain Debt Cancellation and Indemnification Agreement, dated as of December 18, 2009, by and among, the Pledgor, the Secured Party, Xxxxx Corporation, a Delaware corporation, and Xxxxx X.

  • Xxxxxxx pursuant to Section 7 hereof, the Company shall have a right of set off against payments otherwise due hereunder in accordance with Section 2.4 of the Debt Cancellation and Indemnification Agreement, dated as of December 18, 2009, among the Holder, Xxxxxxx X.

Related to Debt Cancellation 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 in place immediately prior to the Effective Date whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, the 2008 Bond Documents, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents 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 such of the representations made by or on behalf of the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the accuracy of any such representation is a condition to the obligations of Holdings or an Affiliate thereof to close under the Acquisition Agreement or Holdings (or an Affiliate thereof) has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Separation and Distribution Agreement has the meaning set forth in the Recitals.

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

  • 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.

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

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

  • Side Agreement means the Side Agreement for Transfer Agency Services between the Customer and Transfer Agent dated as of January 1, 2015.

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

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

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Sponsor Letter Agreement has the meaning set forth in the recitals to 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.

  • 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.

  • Specified Acquisition Agreement Representations means such of the representations and warranties made by, or with respect to, the Company and its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates has the right to terminate its (or their) obligations under the Acquisition Agreement, or decline to consummate the Acquisition in accordance with the terms of the Acquisition Agreement, as a result of a breach of such representations and warranties.

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

  • Mediation agreement means a written agreement between the parties to a mediation meeting.

  • Allocation Agreement or “Agreement” shall mean this NMTC Program Allocation Agreement between the Fund and the Allocatee and Subsidiary Allocatee, as the case may be, including the Organization Specific Terms and Conditions (Schedule 1) and the General Allocation Terms and Conditions (Schedule 2) and any attachments hereto, as such Agreement may, from time to time, be amended in accordance with its terms.

  • Athlete Agreement means the agreement that must be completed by any Athlete wishing to be considered for nomination and selection to the Games Team in accordance with clause8.4 of the NZOC Nomination and Selection Regulation.

  • Implementation Agreement means the Implementation Agreement dated ……… by and between the GOB, PGCB and the Company in connection with the Project, and also includes any amendment of it made from time to time;

  • Transaction Agreement has the meaning set forth in the recitals.

  • Contribution Agreements has the meaning set forth in the Recitals.