Company Indemnification Provisions definition

Company Indemnification Provisions has the meaning given to that term in Section 6.13(a).

Company Indemnification Provisions shall have the meaning set forth in Section 7.13(b).

Company Indemnification Provisions as defined in Section 6.5(a).

Examples of Company Indemnification Provisions in a sentence

• Notwithstanding anything to the contrary contained in the Company Indemnification Provisions, no Company Indemnified Party shall be entitled to coverage under any Acquirer director and officer insurance policy or errors and omission policy unless such Company Indemnified Party is separately eligible for coverage under such policy pursuant to Acquirer’s policies and procedures and the terms of such insurance policy.

• In connection therewith Acquiror shall advance expenses to the Company Indemnified Persons as incurred to the fullest extent provided for under the Company Indemnification Provisions, provided 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 pursuant to the terms of the Company Indemnification Provisions or under Applicable Law.

• For the avoidance of doubt, and notwithstanding any provision to the contrary contained in the Company Indemnification Provisions, no Company Indemnified Party shall be entitled to coverage under any Parent director and officer insurance policy or errors and omission policy unless such Company Indemnified Party is separately eligible for coverage under such policy pursuant to Parent’s policies and procedures and the terms of such insurance policy.

• In connection therewith Acquiror will cause the Surviving Corporation to advance expenses to the Company Indemnified Parties as incurred to the fullest extent provided for under the Company Indemnification Provisions, provided 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 advance expenses to the D&O Indemnified Parties as incurred to the fullest extent provided for under the Company Indemnification Provisions; 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 Provisions

Company Indemnification Provisions has the meaning set forth in Section 5.6(a) of this Agreement.

Company Indemnification Provisions has the meaning set forth in Section 7.4(a). “Company Indemnified Parties” has the meaning set forth in Section 7.4(a). “Company Material Contract” has the meaning set forth in Section 3.12. “Company Net Working Capital” means, at any time, without duplication, (A) the current assets of the Company (not including (i) Closing Cash or (ii) assets related to Taxes and deferred Tax assets), less (B) the current liabilities of the Company (including customer pre-paid deposits and reimbursement obligations relating to credit cards, provided that credit cards are used solely for business purposes, and not including (i) Debt, (ii) Transaction Expenses or (iii) Liabilities related to income Taxes and deferred Tax Liabilities), in each case, based on the Agreed Principles and the same current asset and current liability line items as referenced on the illustrative working capital calculation attached hereto as Exhibit 3. “Company Net Working Capital Target” means $2,917,000. “Company Sensitive Information” has the meaning set forth in Section 3.14(c). “Company Shareholder” means a holder of any Company Stock. “Company Software” has the meaning set forth in Section 3.14(f). “Company Stock” means, as of any time, the Company’s issued and outstanding Equity Interests. “Company Subsidiary” means a Subsidiary of the Company. “Confidential Information” has the meaning set forth in Section 6.12. “Contested Claim” has the meaning set forth in Section 12.5(b). “Continuing Employee” has the meaning set forth in Section 7.3(a). “Contract” means any legally binding written or oral agreement, contract, subcontract, lease, instrument, note, option, warranty, purchase order, license, sublicense, permit, mortgage, guarantee, purchase order, insurance policy, benefit plan or commitment or undertaking of any nature, in each case as amended, supplemented or otherwise modified. “Contribution” has the meaning set forth on Exhibit 2. “Conversion” has the meaning set forth on Exhibit 2. “Copyleft Software” means any software code that is distributed under Open License Terms that: (A) require, as a condition of use, modification, and/or distribution, that other software code incorporated into, derived from or distributed with such software code also be (i) disclosed or distributed in source code

Company Indemnification Provisions is defined in Section 7.2.

Company Indemnification Provisions has the meaning set forth in Section 6.13(a). “Company Indemnified Parties” has the meaning set forth in Section 6.13(a). “Company Intellectual Property” means the Company Owned Intellectual Property and the Company Licensed Intellectual Property. “Company Licensed Intellectual Property” means Intellectual Property owned by any Person other than Company or a Company Subsidiary that (i) is licensed to the Company or a Company Subsidiary, (ii) for which Company or a Company Subsidiary has received from such Person a covenant not to xxx or assert or other immunity from suit, or (iii) such Person has undertaken an obligation to the Company or a Company Subsidiary to assert any Intellectual Property against one or more Persons prior to asserting such Intellectual Property against Company or a Company Subsidiary or an obligation to exhaust remedies as to particular Intellectual Property against one or more Persons prior to seeking remedies against Company or a Company Subsidiary. “Company Material Adverse Effect” means any change, event, circumstance or effect (each, an “Effect”) that (x) is or is reasonably likely to be materially adverse to the financial condition, properties, assets, liabilities, business, operations, results of operations of the Company and the Company Subsidiaries, taken as a whole, or (y) has or is reasonably likely to have a material adverse effect on the ability of the Company to consummate the Merger and the other transactions contemplated hereby; provided, however, that “Company Material Adverse Effect” shall not include any Effect resulting from (i) changes in general United States or global economic conditions, (ii) general changes or developments in the industry in which the Company operates, (iii) changes in any Applicable Laws (or the interpretation thereof) or GAAP (or the interpretation thereof), (iv) acts of war, sabotage, terrorism, or military action or the escalation thereof, (v) any national or international political or social event or occurrence or material worsening or escalation thereof (including acts of war or terrorism), (vi) any earthquake, hurricane, tornado or other natural disaster, (vii) any impact of Novel Coronavirus (i.e., COVID-19), (viii) the identity of the Acquiror and its effect on the Company’s relationships with its suppliers, employees or other third parties, or (ix) any actions expressly required by this Agreement to be taken by the Company, unless, in the case of each of the foregoing clauses (i) th...

Company Indemnification Provisions. Section 5.12 “Company Material Contract” Section 3.12 “Company Options” Section 2.5 “Company Permits” Section 3.6 “Company Real Estate” Section 3.19.1 “Company Representatives” Section 5.4.1

Company Indemnification Provisions has the meaning given such term in Section 5.20(a).

Company Indemnification Provisions has the meaning set forth in Section 4.18(a).