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.
Indemnification Cap has the meaning set forth in Section 9.3(a).
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 Expenses shall have the meaning set forth in Section 6.11(a).
Company Indemnified Party has meaning set forth in Section 8(b) hereof.
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.
Company Indemnified Parties has the meaning specified in Section 7.8(a).
Indemnification Claim has the meaning set forth in Section 10.3.
Buyer Indemnified Party has the meaning set forth in Section 8.2.
Seller Indemnified Party has the meaning set forth in Section 7.2.
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Parent Indemnified Parties has the meaning set forth in Section 9.2(a).
Company Indemnified Persons has the meaning set forth in Section 5(a).
Limitation of Liability Insert the following Section 15, after Section 14:
Indemnification Agreements has the meaning set forth in Section 2.5.
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.
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Indemnification Threshold has the meaning set forth in Section 11.5.
Buyer Indemnitees has the meaning set forth in Section 8.02.
Indemnification Claim Notice has the meaning set forth in Section 11.3.
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
Seller Indemnified Persons has the meaning set forth in Section 8.3.
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.
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.
Seller Indemnitees has the meaning set forth in Section 8.03.