Indemnified D&O definition

Indemnified D&O shall have the meaning set forth in Section 6.8(a).
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Indemnified D&O means each Person who is or was an officer or director of the Company at or at any time prior to the First Effective Time.
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Indemnified D&O means each Person who is or was covered by any of the Company’s or any of its Subsidiaries’ employees’, fiduciaries’, trustees’, directors’ and officers’ liability insurance policies as of or any time prior to the First Effective Time.
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Examples of Indemnified D&O in a sentence

  • The Buyers shall not settle, compromise or consent to the entry of judgment in any such claim without the written consent of such Indemnified D&O Person.

  • The obligations of Purchaser and Parent under this Section 6.16 shall not be terminated or modified in a manner so as to adversely affect any Indemnified D&O or any other person entitled to the benefit of this Section 6.16 without the prior written consent of the affected Indemnified D&O.

  • In addition, for a period of six (6) years following the Effective Time, Parent shall not, and shall cause the Surviving Corporation and its Subsidiaries not to, amend, repeal or otherwise modified in any manner that is less favorable to any Indemnified D&O in any material respect the Charter Documents of the Surviving Corporation and its Subsidiaries in effect immediately following the Effective Time.

  • If such an Indemnified D&O elects to control the defense of such an Action, such Indemnified D&O shall use his or her commercially reasonable efforts to defend such Action vigorously and diligently to final conclusion or settlement, subject to the terms hereof.

  • For the avoidance of doubt, this Section 6.16(d) shall not by itself be construed in any manner that would impose additional indemnification, advancement of expenses or exculpation obligations on Purchaser or its Affiliates to indemnify such Indemnified D&O.

  • Each of Purchaser and such Indemnified D&O shall, and Purchaser shall cause each of the Target Company and the Transferred Subsidiary to, reasonably cooperate, and cause their respective Affiliates to reasonably cooperate, in the defense of any such Action, including the Target Company making reasonably requested documents and witnesses related to the defense available to such Indemnified D&O pursuant to joint-defense agreements and/or confidentiality agreements, as appropriate.

  • The obligations of Acquirer, the Surviving Company and its successors under the last sentence of Section 5.15(a) shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified D&O (or his or her heirs, personal representatives, successors or assigns) without the prior written consent of such Indemnified D&O (or his or her heirs, personal representatives, successors or assigns, as applicable).

  • Buyer shall cause the Company and its Subsidiaries to advance reasonable expenses in connection with such indemnification as provided in the Governing Documents of the Company or its Subsidiaries in effect on the date hereof or such other applicable agreements in effect on the date hereof subject to receipt of an undertaking from the Indemnified D&O Party.

  • The Surviving Corporation shall not, for a period of six (6) years from the Effective Time, amend, waive or otherwise alter its Organizational Documents so as to impair or limit the Surviving Corporation’s obligations to indemnify the Indemnified D&O Parties except as required by Law.

  • The Surviving Company shall, and Acquirer shall cause the Surviving Company or its successors to, pay all costs and expenses (including reasonable attorneys’ fees) incurred by any Indemnified D&O (or his or her heirs, personal representatives, successors or assigns) in any legal action brought by such person that is successful to enforce the obligations of Acquirer, the Surviving Company or its successors under the last sentence of Section 5.15(a).


More Definitions of Indemnified D&O

Indemnified D&O means each Person who is or was an officer or director of the Company at or at any time prior to the Effective Time. “Indemnified Party” and “Indemnified Parties” shall have the meaning assigned to them in Section 8.2(a).
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Indemnified D&O means each Person who is or was covered by any of the Company’s employees’, fiduciaries’, trustees’, directors’ and officers’ liability insurance policies as of or any time prior to the Effective Time. “Indemnifying Party” shall mean (i) the Equityholder Indemnifying Parties, if the applicable Indemnified Party is a Parent Indemnified Party, and (ii) Parent, if the applicable Indemnified Party is an Equityholder Indemnified Party. “Intellectual Property” shall mean algorithms, APIs, data, databases, data collections, diagrams, formulae, inventions (whether or not patentable), know-how, logos, designs, marks (including brand names, product names, logos, and slogans), methods, network configurations and architectures, processes, proprietary information, protocols, schematics, specifications, Software, Software code (in any form, including source code and executable or object code), subroutines, techniques, user interfaces, URLs, web sites, works of authorship (including written, audio and visual materials), business or technical information (including technical data, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), all other forms of technology (whether or not embodied in any tangible form and including all tangible embodiments of the foregoing), and other such items for which Intellectual Property Rights may be secured, including any documents or other tangible media containing any of the foregoing. “Intellectual Property Rights” shall mean all rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (i) rights associated with works of authorship, including exclusive exploitation rights, copyrights and moral rights; (ii) trademark, service mark, business name, brand name, domain name and trade name rights and similar rights; (iii) trade secret rights; (iv) patents, patent applications, utility models, design rights, and all related patent rights; (v) other proprietary rights in Intellectual Property; (vi) rights in or relating to applications, registrations, renewals,
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Indemnified D&O has the meaning set forth in Section 7.15(a).
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Indemnified D&O means each Person who is or was an officer or director of the Company or the Israeli Subsidiary at or at any time prior to the Effective Time.
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Related to Indemnified D&O

  • 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.

  • 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.

  • 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 Person has the meaning set forth in Section 11.3.

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

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

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

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

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

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

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

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

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

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

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

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

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

  • 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 Damages shall have the meaning assigned to such term in Section 6(a).

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

  • 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.

  • Holder Indemnified Persons means, with respect to each Holder, such Holder and its affiliates and directors, officers, partners, trustees, employees, agents, representatives and control persons entitled to indemnification by the Fund under Section 7.

  • Indemnified Liabilities has the meaning specified in Section 10.05.

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

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