Company Indemnification Obligations definition

Company Indemnification Obligations has the meaning set forth in Section 10.1.
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Company Indemnification Obligations means indemnification provisions currently in place (whether in the by-laws, certificates of incorporation or formation, limited liability company agreements, other organizational documents, board resolutions, indemnification agreements, employment contracts, or otherwise) as of the Petition Date for the current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other Professionals of the Debtors, as applicable.
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Company Indemnification Obligations means any obligations of the Company to Persons who on or prior to the Closing are or were Managers, officers, employees, representatives, agents and/or members of the Company pursuant to any indemnification provisions under the Organizational Documents or under any Contracts or other arrangements between the Company and any such Persons.
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Examples of Company Indemnification Obligations in a sentence

  • Notwithstanding any provision to the contrary in this Agreement, our obligations under the following Sections of this Agreement shall not apply to Evaluation Products or Free Services: 3 (Technical Support Service), 4 (Privacy and Use of Data), 9.1 (Warranty) and 11.2 (Company Indemnification Obligations).

  • Neither the establishment nor maintenance of the Plan, nor any action of the Plan Sponsor or the Plan Administrator shall be held or construed to confer upon any individual any right to be continued neither as an Employee nor, upon dismissal, any right or interest in any assets of the Plan Sponsor or any Employer.

  • The D&O Policy will be the primary obligor for any claims by the Company D&O Indemnified Parties under this Section 6.05, and the Company D&O Indemnified Parties shall seek recovery form the D&O Policy (if and to the extent available) prior to seeking recourse from Parent, the Surviving Corporation or their respective successors pursuant to the Company Indemnification Obligations.

  • Except as, and to the extent, expressly provided herein, the Company Indemnification Obligations remain unchanged by this Agreement.

  • Acquiror will withhold from delivery shares of Acquiror Common Stock having an aggregate Fair Market Value at Closing of no more than $1,000,000 (the "Escrowed Shares") from the Initial Consideration that would otherwise be delivered at Closing to the Company Stockholders pursuant to this Agreement, and will deliver such Escrowed Shares to the Escrow Agent as security for the Company Indemnification Obligations under Article 9.

  • This regulation, passed in April 2016, meant a drastic change in European data privacy regulation because it gave individuals substantial control over their personal data.1 Moreover, it obliged any organization active in the area of the European Union to ensure that it collects, stores and processes personal data in compliance with the GDPR.2 The idea was further to unify data regulation within the EU and consequently to simplify the regulatory domain.

  • The Company, Purchaser and Parent, jointly and severally, covenant and agree to and with Shareholder to discharge promptly and fully all of the Company Indemnification Obligations.

  • Company Indemnification Obligations.......................................

  • In connection therewith, Parent shall also advance expenses to the Company Indemnified Parties as incurred to the fullest extent permitted under the Company Indemnification Obligations; PROVIDED, HOWEVER, that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification.

  • In connection therewith, Parent shall also advance expenses to the Company Indemnified Parties as incurred to the fullest extent permitted under the Company Indemnification Obligations; provided, however, that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification.


More Definitions of Company Indemnification Obligations

Company Indemnification Obligations. Company Indemnification Obligations" shall have the meaning specified in Section 9.1(a) of the Agreement.
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Company Indemnification Obligations shall have the meaning set forth in Section 7.14(a).
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Company Indemnification Obligations shall have the meaning given to such term in Section 8.3(a).
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Related to Company Indemnification Obligations

  • 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, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, sponsors, 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, letters, the Debtors’ respective memoranda, articles or certificates of incorporation, 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.

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

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

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

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

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

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

  • 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.

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

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

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

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

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

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

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

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

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

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

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

  • 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.

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

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

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

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