Phase II Indemnification Amount definition

Phase II Indemnification Amount means the amount equal to any Losses finally determined and due and owing to Ethanex, the Buyer Group or Ethanex Xxxxxxxxxx pursuant to Article 11 hereof but not paid to them as of the Phase III Closing Date (which may include any Phase I Indemnification Residual Excess Amount) after (i) exhausting the Phase I Escrow Amount, (ii) exhausting the Phase II Escrow Amount, (ii) applying any Set-off Amount as of the Phase III Closing, and (iii) recovering such Losses or any portion thereof directly from the Seller.
Sample 1

Related to Phase II Indemnification Amount

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

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

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

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(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.

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

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

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

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

  • 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 Claim has the meaning set forth in Section 10.3.

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

  • 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.

  • Indemnified Amount has the meaning set forth in Section 8.01.

  • Indemnity Threshold has the meaning set forth in Section 9.3.

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

  • 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.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • 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 Escrow Amount means $3,000,000.

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • 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.