Company Indemnification Provisions definition

Company Indemnification Provisions has the meaning set forth in Section 7.4(a).
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Company Indemnification Provisions as defined in Section 6.5(a).
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Company Indemnification Provisions has the meaning set forth in Section 6.13(a). “Company Indemnified Parties” has the meaning set forth in Section 6.13(a). “Company Intellectual Property” means the Company Owned Intellectual Property and the Company Licensed Intellectual Property. “Company Licensed Intellectual Property” means Intellectual Property owned by any Person other than Company or a Company Subsidiary that (i) is licensed to the Company or a Company Subsidiary, (ii) for which Company or a Company Subsidiary has received from such Person a covenant not to xxx or assert or other immunity from suit, or (iii) such Person has undertaken an obligation to the Company or a Company Subsidiary to assert any Intellectual Property against one or more Persons prior to asserting such Intellectual Property against Company or a Company Subsidiary or an obligation to exhaust remedies as to particular Intellectual Property against one or more Persons prior to seeking remedies against Company or a Company Subsidiary. “Company Material Adverse Effect” means any change, event, circumstance or effect (each, an “Effect”) that (x) is or is reasonably likely to be materially adverse to the financial condition, properties, assets, liabilities, business, operations, results of operations of the Company and the Company Subsidiaries, taken as a whole, or (y) has or is reasonably likely to have a material adverse effect on the ability of the Company to consummate the Merger and the other transactions contemplated hereby; provided, however, that “Company Material Adverse Effect” shall not include any Effect resulting from (i) changes in general United States or global economic conditions, (ii) general changes or developments in the industry in which the Company operates, (iii) changes in any Applicable Laws (or the interpretation thereof) or GAAP (or the interpretation thereof), (iv) acts of war, sabotage, terrorism, or military action or the escalation thereof, (v) any national or international political or social event or occurrence or material worsening or escalation thereof (including acts of war or terrorism), (vi) any earthquake, hurricane, tornado or other natural disaster, (vii) any impact of Novel Coronavirus (i.e., COVID-19), (viii) the identity of the Acquiror and its effect on the Company’s relationships with its suppliers, employees or other third parties, or (ix) any actions expressly required by this Agreement to be taken by the Company, unless, in the case of each of the foregoing clauses (i) th...
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Examples of Company Indemnification Provisions in a sentence

  • Notwithstanding anything to the contrary contained in the Company Indemnification Provisions, no Company Indemnified Party shall be entitled to coverage under any Acquirer director and officer insurance policy or errors and omission policy unless such Company Indemnified Party is separately eligible for coverage under such policy pursuant to Acquirer’s policies and procedures and the terms of such insurance policy.

  • In connection therewith Acquiror shall advance expenses to the Company Indemnified Persons as incurred to the fullest extent provided for under the Company Indemnification Provisions, provided the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification pursuant to the terms of the Company Indemnification Provisions or under Applicable Law.

  • For the avoidance of doubt, and notwithstanding any provision to the contrary contained in the Company Indemnification Provisions, no D&O Indemnified Party shall be entitled to coverage under any Buyer director and officer insurance policy or errors and omission policy of any Buyer unless such D&O Indemnified Party is separately eligible for coverage under such policy pursuant to such Buyer’s policies and procedures and the terms of such insurance policy.

  • For the avoidance of doubt, and notwithstanding any provision to the contrary contained in the Company Indemnification Provisions, no Company Indemnified Party shall be entitled to coverage under any Parent director and officer insurance policy or errors and omission policy unless such Company Indemnified Party is separately eligible for coverage under such policy pursuant to Parent’s policies and procedures and the terms of such insurance policy.

  • Any project that requires design by an Architect and/or a Professional Engineer (Part 3 Buildings, such as assembly, institutional or large buildings over 600 square meters and multiple dwellings) will require more comprehensive drawings to illustrate compliance with the Ontario Building Code.The Designer that prepares the building plans is responsible to ensure that they provide sufficient information to the builder to ensure compliance with the requirements of the Ontario Building Code.

  • In connection therewith Acquiror will cause the Surviving Corporation to advance expenses to the Company Indemnified Parties as incurred to the fullest extent provided for under the Company Indemnification Provisions, provided the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

  • With respect to matters occurring through the Effective Time, the Company Indemnification Provisions shall survive the Merger and shall continue in full force and effect indefinitely.

  • The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the Company Indemnification Provisions.

  • In connection therewith Parent shall advance expenses to the Company Indemnified Persons as incurred to the fullest extent provided for under the Company Indemnification Provisions, provided the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification under the DGCL.

  • In connection therewith Parent shall advance expenses to the Company Indemnified Persons as incurred to the extent provided for under the Company Indemnification Provisions, provided, that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification.


More Definitions of Company Indemnification Provisions

Company Indemnification Provisions has the meaning set forth in Section 5.6(a) of this Agreement.
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Company Indemnification Provisions has the meaning set forth in Section 7.4(a). “Company Indemnified Parties” has the meaning set forth in Section 7.4(a). “Company Material Contract” has the meaning set forth in Section 3.12. “Company Net Working Capital” means, at any time, without duplication, (A) the current assets of the Company (not including (i) Closing Cash or (ii) assets related to Taxes and deferred Tax assets), less (B) the current liabilities of the Company (including customer pre-paid deposits and reimbursement obligations relating to credit cards, provided that credit cards are used solely for business purposes, and not including (i) Debt, (ii) Transaction Expenses or (iii) Liabilities related to income Taxes and deferred Tax Liabilities), in each case, based on the Agreed Principles and the same current asset and current liability line items as referenced on the illustrative working capital calculation attached hereto as Exhibit 3. “Company Net Working Capital Target” means $2,917,000. “Company Sensitive Information” has the meaning set forth in Section 3.14(c). “Company Shareholder” means a holder of any Company Stock. “Company Software” has the meaning set forth in Section 3.14(f). “Company Stock” means, as of any time, the Company’s issued and outstanding Equity Interests. “Company Subsidiary” means a Subsidiary of the Company. “Confidential Information” has the meaning set forth in Section 6.12. “Contested Claim” has the meaning set forth in Section 12.5(b). “Continuing Employee” has the meaning set forth in Section 7.3(a). “Contract” means any legally binding written or oral agreement, contract, subcontract, lease, instrument, note, option, warranty, purchase order, license, sublicense, permit, mortgage, guarantee, purchase order, insurance policy, benefit plan or commitment or undertaking of any nature, in each case as amended, supplemented or otherwise modified. “Contribution” has the meaning set forth on Exhibit 2. “Conversion” has the meaning set forth on Exhibit 2. “Copyleft Software” means any software code that is distributed under Open License Terms that: (A) require, as a condition of use, modification, and/or distribution, that other software code incorporated into, derived from or distributed with such software code also be (i) disclosed or distributed in source code
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Company Indemnification Provisions has the meaning given such term in Section 5.20(a).
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Company Indemnification Provisions is defined in Section 7.2.
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Company Indemnification Provisions has the meaning set forth in Section 11.12(a).
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Company Indemnification Provisions. Section 5.12 “Company Material Contract” Section 3.12 “Company Options” Section 2.5 “Company Permits” Section 3.6 “Company Real Estate” Section 3.19.1 “Company Representatives” Section 5.4.1
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Related to Company Indemnification Provisions

  • 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.

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

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

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

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

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • 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 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.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • 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 Notice has the meaning set forth in Section 11.3.

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

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

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

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

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

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

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

  • 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.

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

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

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Indemnified Parties has the meaning set forth in Section 8.2.

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