Release Date Indemnification Amount definition

Release Date Indemnification Amount means, on a given date, the sum, as of such date and without duplication, of (i) the aggregate amount to which Buyer is entitled to indemnification pursuant to Article 8 and (ii) the aggregate amount of any asserted but unresolved claims for Damages as set forth in Claim Notices provided to Parent pursuant to the provisions of Article 8. 49
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Release Date Indemnification Amount is defined in Section 1.10(d).
Sample 1
Release Date Indemnification Amount means, on a given date, the sum, as of such date and without duplication, of (i) the aggregate amount to which Buyer is entitled to indemnification pursuant to Article 7 and (ii) the amount estimated by Buyer in good faith to be the maximum amount to which it is entitled to indemnity hereunder in respect of any indemnification claim made under this Agreement but not finally resolved by such date the amount which has previously been deducted from the Escrow Amount to satisfy any payments owed to Buyer pursuant to Section 1.13 or Section 1.14.
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Related to Release Date 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.

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

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

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

  • 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 Escrow Amount means $3,000,000.

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

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

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

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

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

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Indemnification Claim has the meaning set forth in Section 10.3.

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

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • Retention Amount means, in relation to any Retention Date, such sum as shall be the aggregate of:

  • Termination Amount has the meaning set forth in Section 7.02(a).