Indemnity means the payment of an amount to offset all or part of an insured loss.
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 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, 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.
Seller Indemnified Party has the meaning set forth in Section 7.2.
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Indemnification Cap has the meaning set forth in Section 9.3(a).
Limit of Indemnity means the amount stated in the Schedule pursuant to Clause 5 of this Policy.
Buyer Indemnified Party has the meaning set forth in Section 8.2.
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.
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Seller Indemnitees has the meaning set forth in Section 8.03.
Holder Indemnified Parties has the meaning set forth in Section 7(a).
Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.
Seller Indemnified Persons has the meaning set forth in Section 8.3.
Holder Indemnified Party is defined in Section 4.1.
Lender Indemnitees shall have the meaning given to it in Section 14.19 hereof.
Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).
Purchaser Indemnified Parties has the meaning set forth in Section 8.2.
Tax Indemnity means the indemnity in respect of certain Taxation matters referred to in clause 10;
Exculpation means the exculpation provision set forth in Article X.E hereof.
Servicer Indemnified Party As defined in Section 8.05(c) of this Agreement.
Seller Indemnitee has the meaning set forth in Section 9.2(b).
Buyer Indemnitees has the meaning set forth in Section 8.02.
D&O Indemnified Parties shall have the meaning set forth in Section 6.6(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.