Indemnification Cap has the meaning set forth in Section 9.3(a).
Indemnification Threshold has the meaning set forth in Section 11.5.
Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.
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.
Company Indemnified Party has meaning set forth in Section 8(b) hereof.
Related Indemnified Person of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.
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.
Buyer Indemnified Party has the meaning set forth in Section 8.2.
D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).
Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.
Indemnification Expenses shall have the meaning set forth in Section 6.11(a).
D&O Indemnified Party has the meaning set forth in Section 5.8(a).
Indemnification Escrow Amount has the meaning specified in Section 3.6(a).
Company Indemnified Persons has the meaning set forth in Section 5(a).
Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).
Indemnification Claim Notice has the meaning set forth in Section 11.3.
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
Seller Indemnified Party has the meaning set forth in Section 7.2.
Company Indemnified Parties has the meaning specified in Section 7.8(a).
Indemnification Claim has the meaning set forth in Section 10.3.
Indemnified Matters has the meaning specified therefor in Section 12.15.
Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).
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.
Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Parent Indemnified Parties has the meaning set forth in Section 9.2(a).