Company Indemnification Completion Date has the meaning in Section 6.1(a)(i).
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 Parties has the meaning specified in Section 7.8(a).
Indemnification Threshold has the meaning set forth in Section 11.5.
Indemnification Cap has the meaning set forth in Section 9.3(a).
Company Indemnified Party has meaning set forth in Section 8(b) hereof.
Indemnification Notice has the meaning set forth in Section 11.3(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.
Company Indemnified Persons has the meaning set forth in Section 5(a).
Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.
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.
Company Indemnitees shall have the meaning set forth in Section 5.02.
Indemnification Claim Notice has the meaning set forth in Section 11.3.
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.
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.
Seller Indemnified Party has the meaning set forth in Section 7.2.
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.
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).
Purchaser Indemnified Parties has the meaning set forth in Section 8.2.
Indemnification Claim has the meaning set forth in Section 10.3.
Company Indemnitee has the meaning set forth in Section 7.2(b).
Indemnification Expenses shall have the meaning set forth in Section 6.11(a).