IP Indemnity Cap means $34,000,000.
IP Indemnity Cap means $20,000,000.
IP Indemnity Cap has the meaning set forth on Schedule 12.1.2.
More Definitions of IP Indemnity Cap
IP Indemnity Cap means $22,000,000.
Indemnity Cap has the meaning set forth in Section 9.2(b).
Indemnification Cap has the meaning set forth in Section 9.3(a).
Indemnification Threshold has the meaning set forth in Section 11.5.
Liability Cap has the meaning ascribed to it in paragraph 1 of Schedule 9;
Parent Indemnified Parties has the meaning set forth in Section 9.2(a).
Indemnity Threshold has the meaning set forth in Section 9.3.
Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.
Parent Indemnitees has the meaning set forth in Section 8.02.
Buyer Losses has the meaning set forth in Section 10.1(a).
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Buyer Indemnitees has the meaning set forth in Section 8.02.
Indemnification Escrow Amount has the meaning specified in Section 3.6(a).
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Buyer Indemnified Party has the meaning set forth in Section 8.2.
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.
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
Seller Indemnified Persons has the meaning set forth in Section 8.3.
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.
Seller Indemnified Party has the meaning set forth in Section 7.2.
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.
Purchaser Losses shall have the meaning set forth in Section 9.1(a).
Deductible Amount means, with respect to any Insuring Agreement, the amount set forth under the heading “Deductible Amount” in Item 3 of the Declarations or in any Rider for such Insuring Agreement, applicable to each Single Loss covered by such Insuring Agreement.
Purchaser Indemnitees has the meaning set forth in Section 7.2.
Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).
Seller Indemnitees has the meaning set forth in Section 8.03.
Purchaser Indemnified Parties has the meaning set forth in Section 8.2.