Limitation of Indemnification definition

Limitation of Indemnification means that the indemnification is limited to the issuance of 150,000 shares of common stock in Edison Nation, Inc. (“Edison Shares”) to and receipt by Indemnitee, or its nominee, assigns, and/or successors in interest, as set forth in Section 2.
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Examples of Limitation of Indemnification in a sentence

  • Section 7.02 Insurance During Construction of the Project Section 7.03 Waiver of Subrogation Requirement Section 7.04 Insurance After Completion of Construction Section 7.05 Insurance Exclusive of Indemnity 8 INDEMNIFICATION 9 Section 8.01 Indemnification by the Developer 10 Section 8.02 Indemnification by CMPA 11 Section 8.03 Limitation of Indemnification 13 ARTICLE IX.

  • Section 7.03 Waiver of Subrogation Requirement Section 7.04 Insurance After Completion of Construction Section 7.05 Insurance Exclusive of Indemnity 7 INDEMNIFICATION 8 Section 8.01 Indemnification by the Developer 9 Section 8.02 Indemnification by CMPA 10 Section 8.03 Limitation of Indemnification 12 ARTICLE IX.

  • Further, the provisions of Article 12.2.2 (Limitation of Indemnification Liability) could only have been applied to the present case, if SPGCL at any time actually produced power, sold it and raised an invoice for the same.

  • Limitation of Indemnification of Directors.(1)A provision concerning a corporation's indemnification of, or advance of expenses to, directors that is contained in its articles of incorporation or bylaws, in a resolution of its shareholders or board of directors, or in a contract, except for an insurance policy or otherwise, is valid only to the extent the provision is not inconsistent with Sections 7-109-101 to 7-109-108.

  • The foregoing indemnity is subject to the terms and conditions of a certain Limitation of Indemnification Agreement of even date herewith.

  • Subject to the limitations set forth in SCHEDULE 3 (Limitation of Indemnification), the Buyer shall indemnify and hold harmless the Seller from and against any and all Losses arising from any breach by the Buyer of the Buyer’s Warranties and covenants hereunder, and other obligations under the Transaction Documents.

  • The right to advancement of expenses shall not apply to any claim for which indemnity is excluded pursuant to these bylaws, but shall apply to any Proceeding referenced in Section 8.6(ii) or 8.6(iii) prior to a determination that the person is not entitled to be indemnified by the corporation.8.6 Limitation of Indemnification.

  • Limitation of Indemnification Amount under the Seller's Representations and Warranties In no case shall the Seller be liable for the payment of any Indemnification Amount under the Seller's Representations and Warranties insofar as the aggregate of all such Indemnification Amounts exceeds US$ 125 million (one hundred and twenty five million US dollars).

  • The party seeking indemnification pursuant to this Section 5.22 is hereinafter referred to as an "Indemnified Party" and the party from whom indemnification is sought is hereinafter referred to as an "Indemnifying Party." A-34 39 (c) Limitation of Indemnification.

  • Disruptive or violent behavior including, but not limited to, engaging in inappropriate or prohibited behavior, threatening, intimidating, coercing, or interfering with the educational process or experience of other students, faculty or School of Nursing personnel.

Related to Limitation of Indemnification

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

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

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

  • 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.

  • 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.

  • Opinion of Independent Counsel means a written opinion of counsel issued by someone who is not an employee or consultant of the Company or any Guarantor and who shall be acceptable to the Trustee.

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

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

  • 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.

  • Limit of Liability means, with respect to any Insuring Agreement, the limit of liability of the Underwriter for any Single Loss covered by such Insuring Agreement as set forth under the heading “Limit of Liability” in Item 3 of the Declarations or in any Rider for such Insuring Agreement.

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

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

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

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

  • Company Indemnitees shall have the meaning set forth in Section 5.02.

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • 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.

  • Breach of Agreement provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B.

  • Agent Indemnitees means Agent and its officers, directors, employees, Affiliates, agents and attorneys.

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

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

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

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