D&O Indemnified Liability definition

D&O Indemnified Liability means, with respect to any Person, any Damages, whether asserted or claimed prior to, at or after the date hereof, including all Damages based on, arising out of or pertaining to, this Agreement or the matters contemplated by this Agreement, based on or arising out of the fact that such Person is or was a director or officer of the Company or by reason of any act or omission by such Person in any such capacity, but, in no event, pertaining to any act or omission following the Effective Date.

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D&O Indemnified Liability means, with respect to any Person, any Losses based in whole or in part on or arising in whole or in part out of the fact that such Person is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity whether pertaining to any act or omission occurring or existing prior to or at the Effective Time and whether asserted or claimed prior to, at or after the Effective Time, including all Losses based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions or other transaction documents contemplated hereby and thereby.

D&O Indemnified Liability has the meaning set forth in Section 7.13.

Examples of D&O Indemnified Liability in a sentence

• Athens shall have the sole right to settle or compromise any D&O Indemnified Liability; provided, however, that if any such settlement or compromise will result in a payment to be made or material action to be taken by a D&O Indemnified Party, then such D&O Indemnified Party must provide its prior written approval to such settlement or compromise of such D&O Indemnified Liability.

• The Seller hereby waives and releases, to the fullest extent permitted under applicable Law, for itself and its successors and assigns, and for its Affiliates and their respective successors and assigns (who the Seller shall cause to confirm such obligations in writing to the Buyer on or before the Closing Date), any and all rights, claims, obligations and causes of Action it may have, from and after the Closing, against any D&O Indemnified Party relating to any D&O Indemnified Liability.

More Definitions of D&O Indemnified Liability

D&O Indemnified Liability means, with respect to any Person and with respect to any matter related to a claim for indemnification under this Article XI by an Indemnitee, any Indemnifiable Losses to the extent based on or arising under the directors and officers indemnification provisions of the organizational documents of the Company or its Subsidiaries as a result of the fact that such Person is or was a director, officer, employee or agent of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director, manager, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such person in any such capacity whether pertaining to any act or omission occurring or existing prior to or at the Closing and whether asserted or claimed prior to, at or after the Closing.