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

  • Indemnified Liability means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

  • Indemnified Liabilities has the meaning specified in Section 10.05.

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

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

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

  • Related Indemnified Person of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.

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

  • Indemnified Amounts Defined in Section 11.1.

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

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

  • Specified Liabilities means Claims (as defined in the Indemnification Agreement).

  • Indemnified Matter has the meaning specified in Section 11.4 (Indemnities).

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • Indemnified Amount has the meaning set forth in Section 8.01.

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

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

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

  • Indemnified Costs has the meaning specified in Section 8.05(a).

  • Lender Indemnitees shall have the meaning given to it in Section 14.19 hereof.

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

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

  • Related Indemnitee Group has the meaning specified in Section 4.02(b) of the Participation Agreement.

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

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

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