S&R Indemnification Cap definition

S&R Indemnification Cap means an amount equal to the product of (a) the aggregate number of New Common Units issued at the Closing pursuant to Section 2.3, (b) the Execution Price and (c) 0.125.
S&R Indemnification Cap means an amount equal to the product of (a) the aggregate number of New Common Units issued at theClosing pursuant to Section 2.3, (b) the Execution Price and (c) 0.125.

Examples of S&R Indemnification Cap in a sentence

  • In no event shall the aggregate indemnity obligations of the S&R Parties pursuant to Section 9.1 exceed an amount equal to the S&R Indemnification Cap; provided, that the foregoing limitation shall not apply to any claim for indemnification based on any representation or warranty made by an S&R Party in Section 3.8(b) (Contributed Assets).

Related to S&R Indemnification Cap

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

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

  • 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.

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • 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.

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • 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 Claim has the meaning set forth in Section 12.3.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

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

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

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

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

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

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

  • Purchaser Indemnitees has the meaning set forth in Section 7.02.

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

  • Parent Indemnitees has the meaning set forth in Section 8.02.

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

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

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

  • Indemnity Cap has the meaning set forth in Section 8.4.3.

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

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