Article VIII definition

Article VIII means the copy of Article VIII of the Merger Agreement that is attached hereto as Exhibit A. Escrow Agent shall be entitled to rely solely upon Exhibit A as the full and correct statement of the provisions of the Merger Agreement.
Sample 1Sample 2
Article VIII. INSOLVENCY", is hereby amended by deleting said Article in its entirety, and replacing it with the following new Article VIII.
Sample 1
Article VIII. Initial Term" Section 6.1(a) "Investor Offerees" Section 3.2(a) "Investor" and/or "Investors" Preamble "Losses" Section 2.1(c) "Luxco Holding Offerees" Section 4.2 "Luxco Holdings" Preamble "Offer Notice" Section 3.2(a) "Offering Investor" Section 3.2(a) "Offering Luxco Holding" Section 4.2 "Other Geeneral Partner of WM" Section 2.3(a) "Party" and "Parties" Preamble "Permitted Indebtedness" Section 2.7(a) "Pro Rata Portion" Sections 4.3(a) and 5.1 "Renewal Term" Section 6.1(a) "Reply Notice" Section 3.3(a) "Tag-along Investors" Section 3.3(a) "Tag-along Luxco Holdings" Section 4.3(a) "Tag-along Notice" Section 3.3(a) "Term" Section 6.1(a) "WM" Preamble "WM II Call Option Price" Section 2.3(c) "WM II Call Option Shares" Section 2.3(c) "WM II Call Option" Section 2.3(c) "WM II Managers" Section 2.3(a) "WM II Option Closing" Section 2.3(c) "WM II Option Notice" Section 2.3(c) "WM II" Preamble "XX III Call Option Price" Section 2.5(c) "WM III Call Option Shares" Section 2.5(c) "WM III Call Option" Section 2.5(c) "WM III Option Closing" Section 2.5(c) "WM III Option Notice" Section 2.5(c) "WM III" Preamble "WM Holding" Preamble
Sample 1

Examples of Article VIII in a sentence

  • The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

  • The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

  • Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct.

  • This Article VIII shall not limit the right of the Corporation to the extent and in the manner authorized or permitted by law to indemnify and to advance expenses to persons other than Indemnitees.

  • In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VIII or otherwise shall be on the Corporation.

  • The rights provided to Indemnitees pursuant to this Article VIII shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer, agent or employee and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.

  • Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article VIII.

  • No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

  • The rights to indemnification and advancement of expenses conferred by this Article VIII shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

  • The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.


More Definitions of Article VIII

Article VIII. The Trustees 33 Section 8.1. Certain Duties and Responsibilities.................. 33 Section 8.2. Certain Notices...................................... 35 Section 8.3. Certain Rights of Property Trustee................... 35 Section 8.4. Not Responsible for Recitals or Issuance of Securities........................................... 37 Section 8.5. May Hold Securities.................................. 37 Section 8.6. Compensation; Indemnity; Fees........................ 38 Section 8.7. Corporate Property Trustee Required; Eligibility of Trustees............................................. 39 Section 8.8. Conflicting Interests................................ 39 Section 8.9. Co-Trustees and Separate Trustee..................... 39 Section 8.10. Resignation and Removal; Appointment of Successor.... 41 Section 8.11. Acceptance of Appointment by Successor............... 42 Section 8.12. Merger, Conversion, Consolidation or Succession to Business............................................. 43 Section 8.13. Preferential Collection of Claims Against Depositor or Trust............................................. 43 Section 8.14. Reports by Property Trustee.......................... 44 Section 8.15. Reports to the Property Trustee...................... 45 Section 8.16. Evidence of Compliance with Conditions Precedent..... 45 Section 8.17.
Sample 1
Article VIII. Affirmative Covenants
Sample 1

Related to Article VIII

  • Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

  • Section 504 means section 504 of the Act.

  • Article 9 means Article 9 of the UCC.

  • Article means an article of this Agreement unless another document is specifically referenced.

  • Section 404 means Section 404 of the Sarbanes-Oxley Act of 2002 and the SEC’s rules and regulations promulgated thereunder.

  • Section 102 means section 102 of the Ordinance and any regulations, rules, orders or procedures promulgated thereunder as now in effect or as hereafter amended.

  • Section 504 Plan means a student’s individualized plan developed by the student’s Section 504 multidisciplinary team after a pre-placement evaluation finding the student is disabled within the meaning of Section 504 and its implementing regulations.

  • Section 1110 means Section 1110 of the Bankruptcy Code.

  • 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.

  • Section 8 means Section 8(c)(2)(A) of the United States Housing Act of 1937, as amended.

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

  • 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.

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

  • Indemnification Provisions means each of the Debtors’ indemnification provisions in place immediately prior to the Effective Date whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, the 2008 Bond Documents, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents and such current and former directors, officers, and managers’ respective Affiliates.

  • Section 510(b) Claim means any Claim arising from: (a) rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors; (b) purchase or sale of such a security; or (c) reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

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

  • Section 510(b) Claims means any Claim against any Debtor: (a) arising from the rescission of a purchase or sale of a Security of any Debtor or an affiliate of any Debtor; (b) for damages arising from the purchase or sale of such a Security; or (c) for reimbursement or contribution Allowed under section 502 of the Bankruptcy Code on account of such a Claim; provided that a Section 510(b) Claim shall not include any Claims subject to subordination under section 510(b) of the Bankruptcy Code arising from or related to an Interest.

  • Section 3 means Section 3 of the Housing and Urban Development Act of 1968.

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

  • 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.

  • Claims Allocation and Handling Agreement means the agreement of that name approved by XXX;

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • 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.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.