D&O Indemnified Liabilities definition

D&O Indemnified Liabilities has the meaning set forth in Section 5.2(a).
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D&O Indemnified Liabilities means, with respect to any Person, any Losses, whether asserted or claimed prior to, at or after the Closing, including all Losses based on, arising out of or pertaining to, this Agreement, the Ancillary Agreements or the Transactions, based on or arising out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or by reason of anything done or not done by such Person in any such capacity, but, in no event, pertaining to any act or omission following the Closing.
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D&O Indemnified Liabilities means, with respect to any Person, any Losses based in whole or in part on or arising in whole or in part out of the fact that such Person is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity whether pertaining to any act or omission occurring or existing prior to or at the Effective Time and whether asserted or claimed prior to, at or after the Effective Time, including all Losses based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions or other transaction documents contemplated hereby and thereby.
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More Definitions of D&O Indemnified Liabilities

D&O Indemnified Liabilities is defined in Section 7.8(a) “D&O Indemnified Persons” is defined in Section 7.8(a). “D&O Tail Insurance Policy” is defined in Section 8.2(f). “D&O Tail Insurance Policy Costs” means the premium, fees, and any other fees and expenses payable by the Company to obtain the D&O Insurance Policy. “Disclosable Contract” is defined in Section 2.16(b). “DOJ” is defined in Section 7.1(a). “Employee” means any current employee or officer of the Company or any of its Subsidiaries, including whether such employment status is recognized by the Company or any of its Subsidiaries or otherwise recognized or imposed by any Governmental Entity. “Employee Benefit Plan” means any scheme, plan, program, policy, practice, contract, agreement or other arrangement (whether written or oral) providing for deferred compensation, profit sharing, bonus or incentive compensation, commissions, change in control, retention, transaction, employment, severance, termination pay, time in lieu of pay, performance awards, stock option or other equity-based compensation, fringe benefits, group or individual health, dental, medical, retiree medical, life insurance, short or long term disability insurance, accidental death and dismemberment insurance, survivor benefits, welfare, vacation, time off, pension, retirement or other employee benefits or remuneration of any kind, whether formal or informal, funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, which is or has been maintained, contributed to, or required to be contributed to, under which the Company or any of its Subsidiaries or ERISA Affiliates has any outstanding liability, whether actual or contingent, by the Company or any ERISA Affiliates for the benefit of any Employee or other service provider to the Company or any Subsidiary or ERISA Affiliate, or pursuant to which the Company or any of its Subsidiaries has or may have any material liability, contingent or otherwise. “Employment Agreement” means each management, employment, severance, consulting, or independent contractor agreement between the Company, any of its Subsidiaries, on the one hand, and on the other hand, (i) any Senior Employee or (ii) any Employee or advisor of the Company or any of its Subsidiaries with base annual compensation of $160,000 or more, or in which employment is not terminable by the Company or its Subsidiaries at will.
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D&O Indemnified Liabilities has the meaning specified in Section 8.10(a).
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D&O Indemnified Liabilities has the meaning ascribed to such term in Section 4.9(a).
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Related to D&O Indemnified Liabilities

  • Indemnified Liabilities has the meaning specified in Section 10.05.

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

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

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

  • Specified Liabilities means Claims (as defined in the Indemnification Agreement).

  • Indemnified Amounts Defined in Section 11.1.

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

  • 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.

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

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

  • Lender Indemnitees shall have the meaning given to it in Section 14.19 hereof.

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

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

  • Indemnified Costs has the meaning specified in Section 8.05(a).

  • 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 Matter has the meaning specified in Section 11.4 (Indemnities).

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

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

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

  • Related Indemnitee Group has the meaning specified in Section 4.02(b) of the Participation Agreement.

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

  • Seller Indemnitees has the meaning set forth in Section 8.03.

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

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

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