D&O Indemnification Agreements definition

D&O Indemnification Agreements has the meaning set forth in Section 5.10(a).
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D&O Indemnification Agreements means those agreements to be executed by each NewBoard member, in a form reasonably acceptable to such member and Reorganized DBSD upon his or her appointment, and in substantially the forms set forth in Exhibit A to the Plan Supplement.
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D&O Indemnification Agreements shall have the meaning set forth in Section 5.17(a).
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Examples of D&O Indemnification Agreements in a sentence

  • The rights of each Indemnified Person under this Section 4.9 shall be in addition to any rights such Person may have under the Company Certificate, the Company Bylaws, and any indemnification agreements with the Company and any of its Subsidiaries in effect as of the Effective Time (collectively, the “D&O Indemnification Agreements”) and shall not limit or modify any rights of any Indemnified Person pursuant to any D&O Indemnification Agreements.

  • Each of the D&O Indemnification Agreements shall be effective at the Effective Time.

  • A true and correct copy of the D&O Indemnification Agreements have been delivered to Parent.

  • The Company will use commercially reasonable efforts to terminate each of the D&O Indemnification Agreements.

  • Each of the Lock-Up Agreements, the New Employment Agreements, the Amended SRA, the Restated Registration Rights Agreements, and the D&O Indemnification Agreements shall be in full force and effect in accordance with the terms thereof as of the Closing.

  • For a period of six (6) years after the Closing and at all times subject to applicable Law, Buyer shall not (and shall not cause or permit any Acquired Company or any of Buyer’s other Subsidiaries or Affiliates to) amend or modify in any way adverse to the Company Indemnitees, or to the beneficiaries thereof, the exculpation and indemnification provisions set forth in the Charter Documents or the D&O Indemnification Agreements.

  • All Company Investor Agreements, D&O Indemnification Agreements and the agreements set forth on Schedule 6.22 shall have been terminated to the reasonable satisfaction of Parent and the Company shall have delivered to Parent documentation reasonably satisfactory to Parent evidencing the Company’s compliance in full with Section 6.22.

  • The rights of each Indemnified Person under this Section 4.8 shall be in addition to any rights such Person may have under the Company Certificate, the Company Bylaws, and the D&O Indemnification Agreements.

  • All Investor Agreements and D&O Indemnification Agreements shall have been terminated to the reasonable satisfaction of Parent.


More Definitions of D&O Indemnification Agreements

D&O Indemnification Agreements means the following, as may be amended after the date hereof: (a) Amended and Restated Indemnification Agreement, dated on or about the date hereof, between the Company and Xxxxxxx Xxxxxxx, (b) Amended and Restated Indemnification Agreement, dated on or about the date hereof, between the Company and Xxxx Xxxxxx, (c) Amended and Restated Indemnification Agreement, dated on or about the date hereof, between the Company and Xxxx First, (d) Amended and Restated Indemnification Agreement, dated on or about the date hereof, between the Company and Xxxxxxx X. Xxxxxxxxxx, (e) Amended and Restated Indemnification Agreement, dated on or about the date hereof, between the Company and Xxxxx Xxxxxxx, (f) Amended and Restated Indemnification Agreement, dated on or about the date hereof, between the Company and Xxx Xxxxxx, (g) Amended and Restated Indemnification Agreement, dated on or about the date hereof, between the Company and Xxxxx X. Xxxxx and (h) Amended and Restated Indemnification Agreement, dated on or about the date hereof, between the Company and L. Xxxx Xxxxxx, Xx.
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D&O Indemnification Agreements is defined in Section 3.26(m).
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Related to D&O Indemnification Agreements

  • 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 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.

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

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

  • 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 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 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.

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

  • 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 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.

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

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

  • Indemnification Claim has the meaning set forth in Section 12.3.

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

  • 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.

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

  • Exculpation means the exculpation provision set forth in Article X.E hereof.

  • Noncompetition Agreements as defined in Section 2.8(a)(iv). "Occupational Safety and Health Law"--any law or regulation designed to provide safe and healthy working conditions and to reduce occupational safety and health hazards, and any program, whether governmental or private (including those promulgated or sponsored by industry associations and insurance companies), designed to provide safe and healthful working conditions.

  • Indemnification Threshold has the meaning set forth in Section 11.5.

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

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

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

  • Non-Competition Agreements has the meaning set forth in the Recitals.

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

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