Indemnification Threshold has the meaning set forth in Section 11.5.
Indemnification Cap has the meaning set forth in Section 9.3(a).
Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.
Indemnification Escrow Amount has the meaning specified in Section 3.6(a).
Indemnification Expenses shall have the meaning set forth in Section 6.11(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.
Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.
Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).
Indemnified Amount has the meaning set forth in Section 8.01.
Indemnity Cap has the meaning set forth in Section 9.2(b).
Claim Expenses means reasonable documented attorneys’ fees and all other reasonable documented out-of-pocket costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim, including any Action relating to a claim for indemnification or advancement brought by an Indemnified Party as contemplated in Section 7.5.
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.
Indemnity Escrow Amount means $3,000,000.
Indemnity Payment shall have the meaning set forth in Section 4.4(a).
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.
Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).
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.
Indemnity Threshold has the meaning set forth in Section 9.3.
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).
Buyer Indemnified Party has the meaning set forth in Section 8.2.
Purchaser Indemnified Parties has the meaning set forth in Section 8.2.
Servicer Indemnified Party As defined in Section 8.05(c) of this Agreement.
Indemnified Amounts Defined in Section 11.1.
Indemnified Costs has the meaning specified in Section 8.05(a).