Secondary Indemnitor definition

Secondary Indemnitor means any individual, corporation, partnership, limited liability company, association, trust, unincorporated organization or other legal entity or organization, other than a Performance Health Entity, which has provided indemnification or insurance to Indemnitee that Indemnitee, the Company and the Secondary Indemnitor intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided in the Agreement.
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Secondary Indemnitor means Onex Corporation, an Ontario corporation, Onex Partners III LP, a Delaware limited partnership, and their respective affiliates, but shall not include the Expo Entities.
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Secondary Indemnitor has the meaning assigned to such term in Section 5.8(e). “Secondary Insurer” has the meaning assigned to such term in Section 5.8(e). “Securities Act” means the Securities Act of 1933, as amended. “Seller Released Parties” has the meaning assigned to such term in Section 5.10(a). “Seller Releasing Parties” has the meaning assigned to such term in Section 5.10(a). “Series A Preferred Stock” has the meaning assigned to such term in Section 3.2(a). “Series B Preferred Stock” has the meaning assigned to such term in Section 3.2(a). “Shareholder Indemnified Parties” has the meaning assigned to such term in Section 10.3.
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Examples of Secondary Indemnitor in a sentence

  • The Corporation shall indemnify each Secondary Indemnitor directly for any amounts that such Secondary Indemnitor pays as indemnification or advancement on behalf of any such Indemnitee and for which such Indemnitee may be entitled to indemnification from the Corporation in connection with Jointly Indemnifiable Claims.

  • No right of indemnification, advancement of expenses or other right of recovery that an Indemnitee may have from any Secondary Indemnitor shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Corporation hereunder.

  • No advancement or payment by any Secondary Indemnitor on behalf of any such Indemnitee with respect to any claim for which such Indemnitee has sought indemnification from the Corporation shall affect the foregoing and the Secondary Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnitee against the Corporation.

  • The Company agrees that, as between the Company and the Secondary Indemnitor, the Company is primarily responsible for amounts required to be indemnified or advanced under the Company’s certificate of incorporation or bylaws or this Agreement and any obligation of the Secondary Indemnitor to provide indemnification or advancement for the same amounts is secondary to those Company obligations.

  • To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, the Company waives any right of contribution or subrogation against the Secondary Indemnitor with respect to the liabilities for which the Company is primarily responsible under this Section 15.

  • The Company agrees that any Secondary Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 2.5, able to enforce such clause according to its terms as if it were a party hereto.

  • The Secondary Indemnitor is an express third-party beneficiary of the terms of this Section 15.

  • No advancement or payment by the Secondary Indemnitor to or on behalf of an Indemnitee with respect to any Claim for which the Indemnitee has sought indemnification from the Corporation will affect the foregoing and the Secondary Indemnitor will, to the extent of such advancement or payment, have a right of contribution from the Corporation and/or a right of subrogation to all rights of recovery of the Indemnitee against the Corporation.

  • To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent, deemed fiduciary or fiduciary of the Company or any other Enterprise, the Company waives any right of contribution or subrogation against the Secondary Indemnitor with respect to the liabilities for which the Company is primarily responsible under this Section 15.

  • The Company hereby acknowledges the subrogation rights of each Guggenheim Secondary Indemnitor under such circumstances and agrees to execute and deliver such further documents and/or instruments as the Guggenheim Secondary Indemnitor may reasonably request in order to evidence any such subrogation rights, whether before or after the Guggenheim Secondary Indemnitor makes any such indemnification payment.


More Definitions of Secondary Indemnitor

Secondary Indemnitor has the meaning set forth in Section 1.3.
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Secondary Indemnitor has the meaning set forth in Section 7.4. “Securities Act” means the Securities Act of 1933.
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Related to Secondary Indemnitor

  • Primary Indemnitor means any Person (other than the Assuming Institution or any of its Affiliates) who is obligated to indemnify or insure, or otherwise make payments (including payments on account of claims made against) to or on behalf of any Person in connection with the claims covered under Article XII, including without limitation any insurer issuing any directors and officers liability policy or any Person issuing a financial institution bond or banker's blanket bond.

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

  • Fiduciary Indemnified Person means each of the Institutional Trustee (including in its individual capacity), the Delaware Trustee (including in its individual capacity), any Affiliate of the Institutional Trustee or the Delaware Trustee, and any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Institutional Trustee or the Delaware Trustee.

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

  • Indemnitor has the meaning set forth in Section 12.3.

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

  • Investor Indemnified Party is defined in Section 4.1.

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Indenture Indemnitee means (i) WTNA and the Mortgagee, (ii) each separate or additional trustee appointed pursuant to the Trust Indenture, (iii) the Subordination Agent, (iv) each Liquidity Provider, (v) each Pass Through Trustee and each Related Note Holder, (vi) the Paying Agent, (vii) the Escrow Agent and (viii) each of the respective directors, officers, employees, agents and servants of each of the persons described in clauses (i) through (vii) inclusive above.

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Indemnitors has the meaning given to such term in Section 5(h).

  • Indemnifier means any Party obligated to provide indemnification under this Agreement;

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Indemnified Person has the meaning set forth in Section 11.3.

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • Purchaser Indemnified Parties has the meaning set forth in Section 8.2.

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

  • Holder Indemnified Party is defined in Section 4.1.