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.
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 Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.
Indemnification Cap has the meaning set forth in Section 9.3(a).
Indemnification Claim Notice has the meaning set forth in Section 11.3.
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 Claim has the meaning set forth in Section 10.3.
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
Seller Indemnified Persons has the meaning set forth in Section 8.3.
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).
Seller Damages shall have the meaning given to such term in Section 14.3.
Seller Indemnified Parties has the meaning set forth in Section 8.1.
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.
Buyer Indemnified Party has the meaning set forth in Section 8.2.
Seller Indemnified Party has the meaning set forth in Section 7.2.
Buyer Indemnitees has the meaning set forth in Section 8.02.
Indemnified Matters has the meaning specified therefor in Section 12.15.
Seller Indemnitees has the meaning set forth in Section 8.03.
Indemnification Threshold has the meaning set forth in Section 11.5.
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.
Parent Indemnified Parties has the meaning set forth in Section 9.2(a).
Retained Obligations shall have the meaning set forth in Section 2.6.
Third Party Claims has the meaning set forth in Section 11.1.
Indemnification Agreements has the meaning set forth in Section 2.5.