Indemnification Reserve definition

Indemnification Reserve means a reserve established by the Trustee from the Liquidating Trust Assets to satisfy any obligations that the Debtors may have under Section 11.3 of the PSA to indemnify the Purchasers.
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Indemnification Reserve means the Indemnification Shares.
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Indemnification Reserve is defined in Section 7.9.
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Examples of Indemnification Reserve in a sentence

  • The Indemnification Reserve shall be used to pay any Indemnification Claims not otherwise released pursuant to the Plan.

  • On or before the Effective Date, the Debtors will establish the Indemnification Reserve.

  • The implication is that TTB coverage of imports was predicted to increase 5-7 times above pre-crisis levels.

  • GST may establish one or more interest-bearing accounts as it determines may be necessary or appropriate to effectuate the provisions of this Plan consistent with section 345 of the Bankruptcy Code and any orders of the Bankruptcy Court, including accounts for the Operating Reserve, the Indemnification Reserve and the Disputed Funds Reserve.

  • On the Final Distribution Date, any funds remaining in the Indemnification Reserve shall (i) first, be used to pre-pay remaining coverage under any directors and/or officers policy assumed pursuant to Section 6.1 hereof, and (ii) second, to the extent remaining, become Available Cash subject to the Final Distribution procedures set forth in Section 10.14 hereof.

  • All Cash of the Estate to be distributed to holders of Allowed Claims less (i) the amount of Cash deposited into the Operating Reserve, the Indemnification Reserve, and the Disputed Claims Reserve, and (ii) the amount of Cash required to be held in escrow or separate from the Debtors' Cash by order of the Bankruptcy Court or pursuant to the Time Warner Telecom Inc.

  • The EFIH First Lien Notes Trustee shall hold the funds in the EFIH First Lien Post-Effective Fee and Indemnification Reserve (until they are distributed in accordance with the terms hereof) pursuant to a standard escrow or other account agreement with customary terms, which agreement shall be executed as soon as reasonably practicable after the EFH Effective Date and shall be in form and substance reasonably acceptable to the EFIH First Lien Notes Trustee and the EFIH Unsecured Notes Trustee.

  • Additionally, the Liquidating Trust will establish the Indemnification Reserve, which shall initially hold $1 million, to satisfy any obligations that the Debtors may have under Section 11.3 of the PSA to indemnify the Purchasers.

  • By no later than the date that is six years after the EFH Effective Date (the “ Excess Funds Distribution Date”), any Excess Funds then in the EFIH First Lien Post-Effective Date Fee and Indemnification Reserve shall be distributed by the EFIH First Lien Notes Trustee to the EFIH Unsecured Notes Trustee (or such designee appointed in writing by the EFIH Unsecured Notes Trustee) for the benefit of Class B6 Creditors pursuant to the Plan.

  • During the period between the Effective Date and the actual Excess Funds Distribution Date, the EFH Plan Administrator Board, or its designee if the EFH Plan Administrator Board is no longer in existence, shall provide a report every 90 days to the EFIH Unsecured Notes Trustee, and its professionals, of all EFIH Second Lien Post-Effective Date Fees and Indemnification Claims drawn from the EFIH Second Lien Post-Effective Date Fee and Indemnification Reserve during the preceding 90 days.


More Definitions of Indemnification Reserve

Indemnification Reserve means a portion of the FDA Milestone Consideration equal to the lower of (I) fifteen million dollars ($15,000,000) and (II) the FDA Milestone Consideration. In the event that no FDA Milestone Consideration is payable, the Indemnification Reserve shall be zero.
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Related to Indemnification Reserve

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

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

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

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

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

  • 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.

  • 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 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 Agreements has the meaning set forth in Section 2.5.

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • Indemnity Cap has the meaning set forth in Section 8.4.3.

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

  • 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.

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

  • Indemnification Claim has the meaning set forth in Section 12.3.

  • 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.

  • 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.

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

  • Indemnity Escrow Agreement has the meaning set forth in Section 1.5.

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

  • Indemnity Escrow Amount means $5,000,000.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

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

  • Claim Expenses means reasonable documented attorneys’ fees and all other reasonable documented out-of-pocket costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim, including any Action relating to a claim for indemnification or advancement brought by an Indemnified Party as contemplated in Section 7.5.