Officer Indemnification Agreement definition

Officer Indemnification Agreement means the Officer Indemnification Agreement dated as of the Closing Date executed by Xxxxxxx X. Xxxx in favor of Agent.
Sample 1
Officer Indemnification Agreement means the Officer Indemnification Agreement dated as of the Closing Date executed by Jeffrey T. Gill in favor of Lender.
Sample 1

Examples of Officer Indemnification Agreement in a sentence

  • The Company agrees to indemnify the Director for his activities as a member of the Board as set forth in the Director and Officer Indemnification Agreement attached hereto as Exhibit A.

  • This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, except this Agreement does not supersede any Officer Indemnification Agreement between DST and Executive.

  • The Company agrees to indemnify the Director for her activities as a member of the Board as set forth in the Director and Officer Indemnification Agreement attached hereto as Exhibit A.

  • Simultaneously with any Person becoming a Sponsor Director, Parent GP shall execute and deliver to each such Sponsor Director a Director and Officer Indemnification Agreement, in a form substantially consistent with those entered into by the other members of the Board, dated effective the date such Sponsor Director becomes a member of the Board.

  • With respect to all matters related to any such claim, I am entitled to be indemnified as herein contemplated pursuant to the aforesaid Officer Indemnification Agreement.

  • I am requesting payment of costs, charges, and expenses which I have reasonably incurred or will reasonably incur in defending an action, suit or proceeding, referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 9, of the aforesaid Officer Indemnification Agreement.

  • Sionix will enter into a customary form of Officer Indemnification Agreement with Executive.

  • The Company and Employee have entered into the Company’s standard form of Director and Officer Indemnification Agreement, which agreement shall remain in full force and effect.

  • Executive shall be indemnified by the Company as, and to the extent, provided in the memorandum and articles of association of the Company and as provided in Executive’s Director and Officer Indemnification Agreement dated October 10, 2012.

  • Exhibit 2 UNDERTAKING STATE OF ) ) SS COUNTY OF ) I, _________________________________, being first duly sworn, do depose and say as follows: This Undertaking is submitted pursuant to the Officer Indemnification Agreement, dated ____________, 20__, between Oglebay Norton Company, an Ohio corporation (the "Company") and the undersigned.

Related to Officer Indemnification Agreement

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions in place immediately prior to the Effective Date whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, the 2008 Bond Documents, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents and such current and former directors, officers, and managers’ respective Affiliates.

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Servicer Indemnified Party As defined in Section 8.05(c) of this Agreement.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

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

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

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

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

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

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

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

  • 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.

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

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

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

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

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).