Covered Persons definition
Examples of Covered Persons in a sentence
The Covered Persons dealing with the Trust shall be entitled to act in reliance on any vote or consent that is deemed cast or granted pursuant to this Section 10.3 and shall be fully indemnified by the Trust in so doing.
The provisions of this Trust Instrument, to the extent that they restrict or eliminate the duties and liabilities of Fiduciary Covered Persons otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Fiduciary Covered Persons.
Nevada JV hereby acknowledges that certain Covered Persons (the “Specified Covered Persons”) may have rights to indemnification and advancement of expenses provided by a Member or its Affiliates (directly or by insurance retained by such entity) (collectively, the “Member Indemnitors”).
Without limiting the foregoing, for a period of not less than six (6) years from the Closing Date, Buyer shall not, and shall not permit Blocker I Surviving Entity (or any other Person) to, amend, modify, or terminate (or waive any provisions under) any such Organizational Document or Contract in a manner adverse to the Covered Persons regarding or related to such indemnification or exculpation matters.
Notwithstanding anything to the contrary in this Agreement, each of the Members and the Company acknowledges and agrees that the Covered Persons have relied on this Section 4.6 and are express third-party beneficiaries of this Section 4.6 with the express right and ability to enforce the Company’s obligations under this Section 4.6 directly against the Company to the full extent of such obligations.