Indemnified Director and Officer definition

Indemnified Director and Officer means any person who was, is now, or has been at any time prior to the Closing, an officer or director of Parent or its Subsidiaries, or has been at any time prior to the Closing, an officer or director of Parent or its Subsidiaries who was serving at the request of Parent or its Subsidiaries as an officer or director of another Person.
Indemnified Director and Officer shall have the meaning set forth in Section 6.16(a).

Examples of Indemnified Director and Officer in a sentence

  • The provisions of this Section 6.16 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Director and Officer, his or her heirs, executors or administrators and his or her other representatives.

Related to Indemnified Director and Officer

  • Indemnified Person has the meaning set forth in Section 11.3.

  • indemnified representative means any and all directors and officers of the corporation and any other person designated as an indemnified representative by the board of directors of the corporation (which may, but need not, include any person serving at the request of the corporation, as a director, officer, employee, agent, fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

  • 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.

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

  • Indemnitee has the meaning assigned to such term in Section 9.03(b).

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

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

  • Director or officer means any of the following:

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

  • Indemnitees has the meaning specified in Section 10.04(b).

  • Indemnified Persons has the meaning assigned to such term in Section 7.12(c).

  • 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.

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

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

  • Indemnifiable Person means any person who is or was a director, officer, trustee, manager, member, partner, employee, attorney, consultant, member of an entity’s governing body (whether constituted as a board of directors, board of managers, general partner or otherwise) or other agent or fiduciary of the Company or a Subsidiary or Affiliate of the Company.

  • Fiduciary Indemnified Person means each of the Institutional Trustee (including in its individual capacity), the Delaware Trustee (including in its individual capacity), any Affiliate of the Institutional Trustee or the Delaware Trustee, and any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Institutional Trustee or the Delaware Trustee.

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

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

  • Investor Indemnitees shall have the meaning set forth in Section 5.01.

  • Indemnification Claim has the meaning set forth in Section 12.3.

  • 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.

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • Independent Fund Director means an independent director of an investment company advised by Invesco.

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

  • Investor Indemnified Party is defined in Section 4.1.

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