Indemnification Limitations definition

Indemnification Limitations shall have the meaning set forth in Section 13.2(b) hereof. “Indemnified Parties” shall mean (a) Lender, (b) Agent, (c) any successor owner or holder of the Loan or participations in the Loan, (d) Beach Point Capital Management LP and any funds and accounts managed or advised by Beach Point Capital Management LP, (e) any Investor or any prior Investor in any Securities, (f) any trustees, custodians or other fiduciaries who hold or who have held a full or partial interest in the Loan for the benefit of any Investor or other third party, (g) any receiver or other fiduciary appointed in a foreclosure or other Creditors Rights Laws proceeding, (h) any officers, directors, shareholders, partners, members, employees or Affiliates of any and all of the foregoing, and (i) the heirs, legal representatives, successors and assigns of any and all of the foregoing (including, without limitation, any successors by merger, consolidation or acquisition of all or a substantial portion of the Indemnified Parties’ assets and business) in all cases whether during the term of the Loan or as part of or following a foreclosure of the Loan. “Indemnified Taxes” shall have the meaning set forth in Section 2.8(f) hereof. “Independent Director” shall have the meaning set forth in Section 6.2 hereof. “Individual Guarantor” shall mean, individually and/or collectively, as the context may require, (i) Xxxx X. Xxxxxxxx XX, (ii) Xxxxxxxx Xxxxxxxx, and (iii) any successor to and/or replacement of the foregoing Person(s), in each case, pursuant to and in accordance with the applicable terms and conditions of the Loan Documents. “Information” shall have the meaning set forth in Section 13.9 hereof. “Initial Interest Accrual Period” shall mean the Closing Date through January 31, 2023. “Insurance Premiums” shall have the meaning set forth in Section 9.1 hereof.
Sample 1

Examples of Indemnification Limitations in a sentence

  • The Title and Risk of Loss, Warranties, Intellectual Property, Defaults and Remedies, Indemnification, Limitations of Liability, Confidentiality, Export Control and Foreign Trade Regulations, Dispute Resolution and Miscellaneous sections of this Agreement, and any provision that contemplates performance or observance subsequent to termination or expiration shall survive termination or expiration of this Agreement.

  • Nothing in this Agreement, whether express or implied, confers upon any Person, other than the Parties and their successors and permitted assigns, any rights or remedies under or by reason of this Agreement, except as and to the extent set forth in, Article XI (Indemnification; Limitations on Liability), which such Articles shall inure to the benefit of the Persons specified therein as third-party beneficiaries with rights to enforce the provisions set forth thereunder.

  • The Indemnification, Limitations of Liability, Confidentiality, Dispute Resolution and Miscellaneous sections of this Agreement, and any provision that contemplates performance or observance subsequent to termination or expiration shall survive termination or expiration of this Agreement.

  • If there is a conflict between the provisions of a Schedule and this Agreement, the provisions in the Schedule shall govern with respect to the Services under such Schedule, provided that nothing in a Schedule or any other document pertaining to a Schedule or this Agreement or the Services shall operate to alter any provisions of Articles 6, 7, 11, 12, or 14 (Confidentiality Obligations; Intellectual Property, Ownership and Use Rights; Indemnification; Limitations of Liability; and the General Provisions).

  • Any applicable limitations on indemnification set forth in Section 10.7, including without limitation the Indemnification Limitations set forth in Section 10.7(b), shall apply to this Section 7.4.

  • This Agreement may be terminated by either party upon thirty (30) days' prior written notice to the other party; provided, however, the Confidentiality; Employment Fee; Record Retention, Audit and Inspection; Mutual Indemnification; Limitations of Liability; and Taxes on the Purchase of Services provisions will survive indefinitely the termination of this Agreement.

  • SECTION 10.1 SECTION 10.2 SECTION 10.3 SECTION 10.4 SECTION 10.5 SECTION 10.6 SECTION 10.7 SECTION 10.8 Survival of Representations Right to Indemnification Limitations on Liability.

  • In addition, all reasonable and documented out-of-pocket expenses for enforcement costs associated with the Senior Secured Bridge Facility are to be paid by the Lead Borrower subject to the Expense and Indemnification Limitations.

  • ESCROW 48 7.1 Survival of Representations, Warranties and Covenants 48 7.2 Indemnification 48 7.3 Escrow Arrangements 49 7.4 Indemnification Procedure 50 7.5 No Indemnification Limitations and Other Matters 51 7.6 Tax Treatment 52 ARTICLE VIII.

  • The Indemnification Limitations will not affect any rights Indemnitee may have under any policy of insurance or any rights to indemnification from any third party.

Related to Indemnification Limitations

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

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • 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.

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

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • 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, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Exceptions and Limitations means fair use, fair dealing, and/or any other exception or limitation to Copyright and Similar Rights that applies to Your use of the Licensed Material.

  • 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.

  • Indemnity Cap has the meaning set forth in Section 10.3(a).

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

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

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • Exculpation means the exculpation provision set forth in Article X.E hereof.

  • Limitation of Liability Insert the following Section 15, after Section 14:

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

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

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

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

  • Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.

  • 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.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

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

  • 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.

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

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