Survival Date has the meaning set forth in Section 9.1.
Survival Period has the meaning set forth in Section 11.1.
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.
Claim Period means the period of time during which a Settlement Class Member must submit a Claim Form to be eligible to receive a Cash Benefit or Billing Credit Option as part of the Settlement. The Claim Period shall commence not later than thirty (30) days after the Preliminary Approval Date, as defined herein, and shall conclude not more than ninety (90) days after it commences.
Indemnification Notice has the meaning set forth in Section 11.3(a).
Indemnification Claim Notice has the meaning set forth in Section 11.3.
Revival Period means the period of five consecutive years from the date of discontinuance of the Policy, during which period the Policyholder is entitled to revive the Policy, which was discontinued due to the non-payment of Premium, in accordance with the terms of Revival of a Policy.
Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).
Dispute Period shall have the meaning specified in Section 9.3(a).
Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.
Claim Notice has the meaning set forth in Section 8.4(a).
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Indemnity Cap has the meaning set forth in Section 8.4.3.
Tax Matters means all tax matters including criminal tax matters,
Seller’s Warranties means the warranties given by the Seller pursuant to Clause 9 and Schedule 9, and “Seller’s Warranty” means any one of them;
Buyer Fundamental Representations has the meaning set forth in Section 8.01.
Buyer Losses shall have the meaning set forth in Section 8.2.
Indemnification Cap has the meaning set forth in Section 9.4(a).
Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).
Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.
Tax Warranty means a representation or warranty in Sections 3.17 or 3.19.
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.
Tax Warranties means the warranties set out in part 3 of schedule 8 (Tax)
Claims Period means the period during which a claim for indemnification may be asserted hereunder by an Indemnified Party.