D&O Indemnity Claims definition

D&O Indemnity Claims means any claim for indemnification by any Person (including its respective managers, officers, directors, partners, employees, agents and spouses) under (A) the Company Operating Agreement, (B) any Subsidiary Charter Documents, or (C) any indemnification agreement listed on Section 2.18(a)(x) of the Company Disclosure Letter, in connection with any event or occurrence related to the fact that such Person is or was a manager, director, officer, employee, controlling person, agent or fiduciary of the Company, or any Subsidiary of the Company, or is or was serving at the request of the Company as a manager, director, officer, employee, controlling person, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action or inaction on the part of such Person while serving in such capacity prior to the Effective Time.
Sample 1
D&O Indemnity Claims means all the Class 5 Litigation Claims of all the D&O Indemnity Claimants against the Debtors and the Estate for indemnification or contribution (whether contractual or otherwise) based upon, arising out of, or in any way related to, the defense of the Graham Litigation, the Delaware Class Litigation, the Split-Off Transaction, or the Debtors.
Sample 1

Examples of D&O Indemnity Claims in a sentence

  • Notwithstanding anything to the contrary contained in the Bar Date Order, Holders of D&O Indemnity Claims shall not be required to file a proof of claim in respect of such D&O Indemnity Claims except as set forth in a further order of the Bankruptcy Court.

  • Pursuant to the Plan, Holders of D&O Indemnity Claims are not required to file proofs of claim in respect of such D&O Indemnity Claims, and are not entitled to vote on the Plan in respect of such D&O Indemnity Claims.

  • Holders of D&O Indemnity Claims shall not be entitled to vote with respect to the Plan, in respect of such D&O Indemnity Claims.

  • All D&O Indemnity Claims shall be treated for all purposes under the Plan as General Unsecured Creditor Claims and shall be fully, finally, and irrevocably compromised, released, discharged, cancelled, extinguished and barred on the Effective Date.

  • The foregoing two sentences shall not apply to (i) Professional Fee Claims, (ii) Administrative Claims held by present or former employees of the Debtors arising under the Retention Agreements or the Executive Employment Agreements and (iii) any Administrative Claims constituting D&O Indemnity Claims, except as otherwise set forth in Section 5.14 of the Plan.

  • D&O Claims & D&O Indemnity Claims Pursuant to the Plan, all D&O Claims against the Named Directors and Officers (other than Section 5.1(2) D&O Claims, Conspiracy Claims and Non-Released D&O Claims) will be fully, finally, irrevocably and forever compromised, released, discharged, cancelled and barred without consideration on the Plan Implementation Date.

  • The foregoing two sentences shall not apply to (i) Professional Fee Claims, (ii) Administrative Claims held by present or former employees of the Debtors arising under the Retention Agreements or the Executive Employment Agreements and (iii) any Administrative Claims constituting D&O Indemnity Claims, except as otherwise set forth in Section 5.14.

  • Holders of D&O Indemnity Claims shall not be entitled to vote with respect to this Plan, in respect of such D&O Indemnity Claims.

Related to D&O Indemnity Claims

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

  • Indemnity Claim has the meaning set forth in Section 8.3.

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

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

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

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

  • 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.

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

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

  • 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.

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

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

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

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

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

  • Third Party Claims has the meaning set forth in Section 11.1.

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

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

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

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

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

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

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

  • 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.

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

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