D&O Claims definition

D&O Claims means any Claim arising from the Debtors’ indemnification obligations under their constituent documents or other written agreements and/or pursuant to applicable general corporation law or other applicable business organization law, including those Claims described in Article VII.G hereof.

D&O Claims means any Claims Executive may be entitled to assert, on which Executive may rely or to which Executive may be entitled for or on account of which relate to his having served Company or any Affiliate thereof as a director, officer or employee, as the case may be, whether any such Claim arises under a written agreement, the articles or certificate of incorporation, bylaws or any other governing document, applicable law or otherwise, including, without limitation, any and all rights to indemnification or policies of insurance policy that are intended for the protection or defend of persons acting in any such capacity.

D&O Claims means any Claim arising from the Filing Entities’ indemnification obligations under their constituent documents or other written agreements and/or pursuant to applicable general corporation law or other applicable business organization law, including those Claims described in Article VII.F of the Plan of Reorganization.

Examples of D&O Claims in a sentence

• Subject to such Bankruptcy Court approval as may be required by the GSA or the Plan, tThe Liquidating Trustees shall have the absolute right to pursue, settle and compromise or not pursue any and all D&O Claims and/or Chapter 5 Causes of Action as they may, in their sole judgment, determine to be in the best interests of the Beneficiaries.

• Upon the Transfer of the D&O Claims and the Chapter 5 Causes of Action, and subject to the terms of the Plan, the Liquidating Trustees shall succeed to all of the Parties’ right, title and interest in and to the D&O Claims, the Chapter 5 Causes of 2 For convenience sake, and subject to the Trustees’ approval the Estate has agreed to have its accountants complete and file the Estate tax returns for all periods through , 2013.

• The Liquidating Trustees, subject to the exercise of their reasonable business judgment, and on behalf of the Trust, shall, in an expeditious and orderly manner, liquidate and convert the D&O Claims and the Chapter 5 Causes of Actions to Cash, and make timely disbursements under this Agreement, in accordance with and the GSA and the Plan.

• The GUC Trustee shall not pursue, commence or settle any cause of action, including but not limited to the D&O Claims not otherwise released pursuant to the Settlement without the prior consent of the GUC Trust Oversight Committee.

• The Estate Cash and Aall of the rights to and proceeds of the prosecution, compromise and settlement of D&O Claims and Chapter 5 Causes of Action and any other Net Estate Revenues shall comprisebe added to the assets of the Trust (the “Trust AssetsProceeds”) and held as a part thereof, (and which title to which shall be vested in the Liquidating Trustees).

More Definitions of D&O Claims

D&O Claims means any and all rights and claims against the Debtors’ current and former directors and officers including, without limitation, claims for breach of fiduciary duty, breach of the duty of care, misrepresentation of company assets, misuse of company funds, fraud, failure to comply with workplace laws, theft of intellectual property and general errors and omissions committed in the management of the Debtors, and the proceeds of any such claims, including any recovery under D&O Policies associated therewith.

D&O Claims means those claims against certain former officers and directors that are to be transferred to the Creditors’ Trust on the Effective Date pursuant to the Intercreditor Settlement.

D&O Claims means all claims or Causes of Action, if any, held by Toys Inc. and Toys Delaware, and their respective estates or creditors against any D&O Party.

D&O Claims means any asserted or unasserted causes of action and demands against any current or former directors, officers, members of the board of managers, those persons serving in a functionally equivalent role, and employees of the Debtor.

D&O Claims means Causes of Action against any current or former directors and/or officers of the Debtors, for, inter alia, actual fraud, willful misconduct, gross negligence, negligence, breach of fiduciary duty, breach of the duty of care, or breach of the duty of loyalty, which may be covered under the D&O Policies.

D&O Claims means all Claims or Causes of Action, if any, held by the Debtors, and their respective Estates or creditors against the Non-Released Directors and Non-Released Officers, each in their respective capacities as such.

D&O Claims means any and all rights, Causes of Action and Claims arising under state and/or federal law against the Debtor’s current and former directors, trustees, managers and/or officers, including Claims for breach of fiduciary duty, and the proceeds of any such rights and Claims, including from any Insurance Policies associated therewith.