Indemnification Payments definition

Indemnification Payments means amounts due to be paid by (a) SISI pursuant to Section 7.1 of the SISI Contribution Agreement as a result of a breach of any representation or warranty made by SISI pursuant to Section 4.1(i) of the SISI Contribution Agreement or (b) SRI pursuant to Section 7.1 of either SRI Contribution Agreement as a result of a breach of any representation or warranty made by SRI pursuant to Section 4.1(i) of either SRI Contribution Agreement, as applicable.
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Indemnification Payments means amounts paid by Domino’s International, the Canadian Manufacturer, DPL, PMC LLC, PFS, the Overseas Franchisor or the Overseas IP Holder pursuant to the Domino’s International Contribution and Sale Agreement, the Canadian Distribution Assets Sale Agreement, the DPL Contribution and Sale Agreement, the IP Assets Contribution Agreement, the Overseas Contribution Agreements or the Domestic Distribution Contribution Agreements, as applicable, as a result of a breach of any representation or warranty made by Domino’s International or DPL pursuant to the Domino’s International Contribution and Sale Agreement, by the Canadian Manufacturer or DPL pursuant to the Canadian Distribution Assets Sale Agreement, by DPL pursuant to the DPL Contribution and Sale Agreement, by PMC LLC or DPL pursuant to the IP Assets Contribution Agreement, by the Overseas Franchisor or the Overseas IP Holder pursuant to the applicable Overseas Contribution Agreements and by PFS, DPL and Domino’s International pursuant to the applicable Domestic Distribution Contribution Agreements, including any amounts ultimately received by Domino’s International from any Former Transferor pursuant to any Pre- Securitization Contribution and Sale Agreement as a result of a breach of any representation or warranty made by such Former Transferor pursuant to any Pre-Securitization Contribution and Sale Agreement.
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Indemnification Payments means either: (a) payment in cash payable via wire transfer, or ACH deposit to Triumph’s bank account, remitted to Triumph by Covenant Group in connection with each Written Indemnification Call, or (2) a draw down under the Line of Credit.
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Examples of Indemnification Payments in a sentence

  • Notwithstanding anything herein to the contrary, any payments made to the Executive pursuant to this Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 U.S.C. 1828 and FDIC Regulation 12 CFR Part 359, Golden Parachute Indemnification Payments and any other regulations or guidance promulgated thereunder.

  • Any payments made to employees pursuant to this Plan, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. §1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

  • If, at the time any payment would otherwise be made to Employee under this Agreement, such payment is prohibited or limited by any applicable statute or regulation, including, without limitation, the Federal Deposit Insurance Act and 12 C.F.R. Part 359 (Golden Parachute and Indemnification Payments), or by order of any such bank regulatory agency, the amount of such payment shall be reduced to the largest amount, if any, that may be paid at such time consistently with such statute, regulation, or order.

  • Any payments made to the Employee pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

  • Despite any contrary provision within this Agreement, any payments made to the Executive under this Agreement, or otherwise, shall be subject to compliance with 12 U.S.C. 1828 and FDIC Regulation 12 CFR Part 359, Golden Parachute Indemnification Payments, and any other regulations or guidance promulgated thereunder.

  • Notwithstanding anything herein to the contrary, any payments made to the Executive pursuant to this Agreement, or otherwise, shall be subject upon compliance with 12 U.S.C. 1828 and FDIC Regulation 12 CFR Part 359, Golden Parachute Indemnification Payments and any other regulations or guidance promulgated thereunder.

  • Notwithstanding anything herein to the contrary, any payments made to the Executive pursuant to the Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 USC § 1828(k) and FDIC Regulation 12 CFR Part 359, Golden Parachute and Indemnification Payments promulgated thereunder.

  • Any payment made pursuant to this Agreement, or otherwise, is subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

  • Any payments made to the Participant pursuant to this Plan or otherwise are subject to and conditioned upon compliance with 12 U.S.C. § 1828(k) and 12 C.F.R. Part 359 Golden Parachute and Indemnification Payments or any other rules and regulations promulgated thereunder.

  • Notwithstanding anything herein to the contrary, any payments made to the Director pursuant to this Agreement, or otherwise, shall be subject to and conditioned upon compliance with 12 U.S.C. 1828 and FDIC Regulation 12 CFR Part 359, Golden Parachute Indemnification Payments and any other regulations or guidance promulgated thereunder.


More Definitions of Indemnification Payments

Indemnification Payments shall have the meaning ascribed to such term in Section 8.5(d).
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Indemnification Payments means reimbursements, indemnity amounts and out-of-pocket expenses (including attorney’s fees) payable pursuant to Paragraph 11B hereof or Paragraph 4G hereof.
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Indemnification Payments means amounts paid by Iconix or any other Non-Securitization Entity pursuant to a Contribution Agreement as a result of a breach of any representation or warranty made by it.
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Indemnification Payments means amounts paid by Domino’s International, the Canadian Manufacturer, DPL or PMC LLC pursuant to Section 7.1 of the Domino’s International Contribution Agreement, the Canadian Distribution Assets Sale Agreement, the DPL Contribution Agreement or the IP Assets Contribution Agreement, as applicable, as a result of a breach of any representation or warranty made by Domino’s International or DPL pursuant to Section 4.1(i) of the Domino’s International Contribution Agreement, by the Canadian Manufacturer or DPL pursuant to Section 4.1(i) of the Canadian Distribution Assets Sale Agreement, by DPL pursuant to Section 4.1(i) of the DPL Contribution Agreement or by PMC LLC or DPL pursuant to Section 4.1(i) of the IP Assets Contribution Agreement, including any amounts ultimately received by Domino’s International from any Former Transferor pursuant to Section 7.1 of any Pre-Securitization Contribution Agreement as a result of a breach of any representation or warranty made by such Former Transferor pursuant to Section 4.1(i) or similar provision of any Pre-Securitization Contribution Agreement.
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Related to Indemnification Payments

  • 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 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.

  • Indemnification Escrow Amount has the meaning specified in Section 3.6(a).

  • Indemnity Payment shall have the meaning set forth in Section 4.4(a).

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

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

  • 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.

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

  • 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.

  • Indemnifiable Amounts has the meaning given that term in Section 12.6.

  • Termination Payments means any payment or distribution of Compensation or benefits made pursuant to Section 4.1(a)-(c) of this Agreement.

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • 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.

  • Exception Payments means payments to deposit accounts or brokerage accounts, payments to settle securities transactions (including, without limitation, stocks, bonds, securities, futures (forex), options, or an investment interest in any entity or property).

  • Indemnity Cap has the meaning set forth in Section 9.2(b).

  • Indemnifiable Expenses Indemnifiable Liabilities" and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.