D&O Indemnification definition

D&O Indemnification. Agreement” 5.16(a) “D&O Tail Policy” 5.16(b) “Debt Settlement Agreement” 5.9(c) “Disabling Code” 2.10(b) “EAR” 2.23(e)
Sample 1

Examples of D&O Indemnification in a sentence

  • The accuracy of the Hankey Affidavit and Heshmatpour Affidavit in connection with the Former D&O Indemnification is a condition precedent to the foregoing indemnity (including advancement of expenses).

  • The Company has no insurance coverage that would cover any claim asserted against the Company by any Former D&O Indemnified Person pursuant to this Former D&O Indemnification Agreement.This description is qualified in its entirety by the Former D&O Indemnification Agreement filed as Exhibit 10.18 to the Current Report on Form 8-K filed on September 25, 2014 and incorporated herein by reference.

  • The Pre-Petition, Post-Petition and D&O Indemnification Claims shall not be modified, reduced, discharged or otherwise affected in any way by the Chapter 11 Cases, except as specifically provided in the Plan.

  • It consumes a tensor of shape (b, d, n) – corresponding to a batch of size b of paths in Rd that have been sampled n times – and returns a tensor of shape (b, (dN+1 1)/(d 1)), where N is the number of terms used in the truncated signature.Despite being formed of integrals, the signature is in fact straightforward and efficient to compute exactly, see Section A.3 in Appendix A.

  • All claims against the Liquidating Trust with respect to Post-Petition Indemnification Claims or the D&O Indemnification Claims must be asserted in writing to the Liquidating Trustee at least five (5) Business Days prior to the Termination Date or be forever barred (as against the Liquidating Trust only).

  • None of the representations, warranties, covenants or agreements contained in this Agreement or in any certificate or other instrument delivered pursuant to this Agreement shall survive the Effective Time, except for the covenants and agreements contained in Sections 6.2(b) (Confidentiality), 6.5 (Public Announcements), 6.10 (D&O Indemnification and Insurance), 6.11 (Employee Benefits) and 6.12 (Fees and Expenses).

  • D&O Indemnification / Insurance Priority Matters 38 Section 4.13.

  • By: Name:Title: INDEMNITEE Name: Address: [Signature Page to D&O Indemnification Agreement]Exhibit 10.12 TAX RECEIVABLE AGREEMENT between PORTILLO’S INC.

  • None of the representations, warranties, covenants or agreements contained in this Agreement or in any certificate or other instrument delivered pursuant to this Agreement shall survive the Effective Time, except for the covenants and agreements contained in Sections 5.10 (D&O Indemnification and Insurance), 5.11 (Company Plans) and 5.12 (Severance Agreements).

  • Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of each of the D&O Liability Insurance Policies and D&O Indemnification Provisions.

Related to D&O Indemnification

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

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

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

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

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

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

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

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • 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.

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • 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.

  • 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.

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

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

  • 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).

  • SpinCo Indemnitees shall have the meaning set forth in Section 4.3.

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

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

  • 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.

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

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

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.