Indemnification Assets definition

Indemnification Assets means any indemnification right or claim of the Acquired Companies or Related Consolidated Entities recognized as a Current Asset under the Accounting Principles and which represents a claim of Seller or any of the Acquired Companies or Related Consolidated Entities against third parties, but solely to the extent corresponding to obligations that have been included in the Pre-Acquisition and Litigation Liabilities.
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Indemnification Assets relate to asset purchases completed by OneWest Bank, in which the FDIC indemnified OneWest Bank prior to its acquisition by CIT against certain future losses.
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Examples of Indemnification Assets in a sentence

  • Nu Skin Enterprises, Nu Skin United States, Big Planet Holdings and the Affiliate Parties shall be entitled to bring claims for indemnification and assert rights against the Indemnification Assets regardless of which Transaction Agreement or Merger Agreement allows for such claims and regardless of the consideration received by either Nu Skin USA or the Stockholders under such Transaction Agreement or Merger Agreement.

  • In addition, except for claims set forth in clauses (i), (ii), and (iii) of Section 1.1 above and claims for Corporate Tax Liability or liability related to the ▇▇▇▇▇▇ lawsuit, claims brought by Nu Skin Enterprises, Nu Skin United States, or the Affiliate Parties pursuant to the Transaction Agreements shall be satisfied only from the Indemnification Assets.

  • For the avoidance of doubt and notwithstanding anything contained herein to the contrary, all rights with respect to the Indemnification Assets and any corresponding direct claims against the former direct and indirect owners of the Business shall remain the rights of Seller and its Affiliates and shall not be affected in any manner by this Agreement.

  • Nu Skin Enterprises, Nu Skin United States, Big Planet Holdings, and the Affiliate Parties may pursue their rights against the Indemnification Assets by bringing claims against the Escrow or by Nu Skin Enterprises setting-off amounts owing by it under the Nu Skin Enterprises Note concurrently or sequentially, in any order it desires.

Related to Indemnification Assets

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • 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.

  • 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.