TMLP Indemnity definition

TMLP Indemnity means the indemnity by TMLP in favour of Ivanhoe Holdings in respect of any Claims made by Ivanhoe Holdings in respect of any breach of the representations and warranties made by any of the Transferors in Section 2.7, such document to be in form and substance satisfactory to TMLP and Ivanhoe Holdings, each acting reasonably.
Sample 1
TMLP Indemnity means the indemnity by TMLP in favour of the Ivanhoe Contributee in respect of any Claims made by the Ivanhoe Contributee in respect of any breach of the representations and warranties made by any of the Contributors in Section 2.7, subject to the provisions of Section 2.7(d), and the agreement of TMLP in respect of the obligations of the Contributors and TMLP pursuant to Sections 2.6(c) and 2.10(e), and the agreement of TMLP by TMLP in favour of the Ivanhoe Contributee and the Subject Companies in respect of any obligations of the Contributors pursuant to Section 9 hereof, such document to be in form and substance satisfactory to TMLP and the Ivanhoe Contributee, each acting reasonably.
Sample 1

Related to TMLP Indemnity

  • Tax Indemnity means the indemnity in respect of certain Taxation matters referred to in clause 10;

  • Indemnity means the payment of an amount to offset all or part of an insured loss.

  • 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.

  • Limit of Indemnity means the amount stated in the Schedule pursuant to Clause 5 of this Policy.

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

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

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

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

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

  • 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.

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

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

  • 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.

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

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

  • 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.

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

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

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.

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

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

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

  • Holder Indemnified Parties has the meaning set forth in Section 7(a).

  • Suretyship Liability means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to or otherwise to invest in a debtor, or otherwise to assure a creditor against loss) any indebtedness, obligation or other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person. The amount of any Person's obligation in respect of any Suretyship Liability shall (subject to any limitation set forth therein) be deemed to be the principal amount of the debt, obligation or other liability supported thereby.

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