Expenses; Indemnification definition

Expenses; Indemnification. Equifin will be entitled to periodic reimbursement of all reasonable out-of-pocket expenses incurred in performing the services to be performed under the agreement. In addition, Equifin (and its officers, employees, affiliates and controlling persons) will have indemnification rights with respect to all claims asserted against any of them arising out of the performance of the services to be performed by Equifin under the agreement.
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Expenses; Indemnification above shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Credit Facility, the expiration or termination of the Credit Facility or the termination of this Agreement or any provision hereof. All representations and warranties made herein, in the certificates, reports, notices, and other documents delivered pursuant to this Agreement shall survive the execution and delivery of this Agreement and the other Loan Documents, and the making of any advance by Bank under the Credit Facility. 10.12
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Examples of Expenses; Indemnification in a sentence

  • Administrative Agent’s Fees and Expenses; Indemnification 7 SECTION 5.04.

  • Administrative Agent’s Fees and Expenses; Indemnification 8 SECTION 5.04.

  • Master Servicer to Pay Trustee's Fees and Expenses; Indemnification.

  • MISCELLANEOUS 24 Section 9.1. Amendments and Waivers 24 Section 9.2. No Waiver of Rights 24 Section 9.3. Holidays 24 Section 9.4. Documentary Taxes 24 Section 9.5. Survival of Representations 24 Section 9.6. Notices 24 Section 9.7. Costs and Expenses; Indemnification 25 Section 9.8. Submission to Jurisdiction; Waiver of Jury Trial 25 Section 9.9. Counterparts 26 Section 9.10.

  • The provisions of Sections 10.3 (Expenses; Indemnification), 10.5 (Governing Law; Jurisdiction; Consent to Service of Process), 10.6 (Waiver of Jury Trial), 10.8 (Counterparts; Integration), 10.9 (Survival), 10.10 (Severability) and 10.11 (Confidentiality) of the Credit Agreement shall apply with like effect to this Amendment.

  • The provisions of Section 13.07 (Survival), Section 13.01 (Successors and Assigns), Section 13.02 (Costs and Expenses; Indemnification) and Section 13.05 (Amendments in Writing; Waiver; Integration) of the Credit Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those sections to “this Agreement” are references to this Agreement.

  • Collateral Agent’s Fees and Expenses; Indemnification 21 Section 6.04.

  • Administrative Agent’s Fees and Expenses; Indemnification 9 SECTION 5.04.

  • Collateral Agent’s Fees and Expenses; Indemnification 17 SECTION 7.07.

  • Indenture Trustee Fees and Expenses Indemnification 42 ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS Section 7.01.

Related to Expenses; Indemnification

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

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

  • 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 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.

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

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

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

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

  • 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.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

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

  • Claim Expenses means reasonable documented attorneys’ fees and all other reasonable documented out-of-pocket costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim, including any Action relating to a claim for indemnification or advancement brought by an Indemnified Party as contemplated in Section 7.5.

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Company Indemnitees shall have the meaning set forth in Section 5.02.

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

  • 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.

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

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

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

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • 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.

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

  • Related Indemnified Person of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).