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.
D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).
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.
Company Indemnified Party has meaning set forth in Section 8(b) hereof.
Company Indemnified Persons has the meaning set forth in Section 5(a).
Indemnification Threshold has the meaning set forth in Section 11.5.
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.
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.
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.
Parent Indemnified Parties has the meaning set forth in Section 9.2(a).
Indemnification Agreements has the meaning set forth in Section 2.5.
D&O Indemnified Party has the meaning set forth in Section 5.8(a).
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 Persons has the meaning set forth in Section 8.3.
Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.
Seller Indemnified Party has the meaning set forth in Section 7.2.
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Company Indemnitees shall have the meaning set forth in Section 5.02.
Buyer Indemnified Party has the meaning set forth in Section 8.2.
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Indemnification Expenses shall have the meaning set forth in Section 6.11(a).
Indemnification Claim has the meaning set forth in Section 10.3.