D&O Indemnification Obligations definition

D&O Indemnification Obligations has the meaning set forth in Section 5.10(a).
D&O Indemnification Obligations has the meaning assigned to such term in Section 5.4(a). “D&O Indemnified Parties” has the meaning assigned to such term in Section 5.4(a). “Damages” means any loss, damage, injury, liability, settlement, judgment, award, fine, penalty, Tax, fee (including reasonable attorneys’ fees), charge, cost (including costs of investigation) or expense of any nature; provided, however, that “Damages” shall not include any punitive damages or exemplary damages unless such damages are awarded to a third party by a Governmental Entity in connection with any Legal Proceeding. “Designated Company Representations” means: (a) the representations and warranties set forth in Sections 2.3 (Capitalization) and 2.20 (Authority; Binding Nature of Agreements); and (b) the representations and warranties set forth in the Company Closing Certificate, to the extent such 7
D&O Indemnification Obligations shall have the meaning set forth in ------------------------------- Section 10.12. -------------

Examples of D&O Indemnification Obligations in a sentence

  • Except for any and all D&O Indemnification Obligations, no Sellers shall be entitled to contribution from, subrogation to or recovery against the Corporation or its Subsidiaries with respect to any Liability of the Sellers, including any such Liability that may arise under or pursuant to this Agreement, the Transaction Documents or any other agreements or documents executed or to be executed by the parties hereto in connection herewith.

  • Except for any and all D&O Indemnification Obligations, Seller shall not be entitled to contribution from, subrogation to or recovery against the Corporation with respect to any Liability of Seller, including any such Liability that may arise under or pursuant to this Agreement, the Transaction Documents or any other agreements or documents executed or to be executed by the parties hereto in connection herewith.

  • From and after the Effective Time, Parent shall, and shall cause the Surviving Company in the Mergers to, fulfill and honor in all material respects the D&O Indemnification Obligations, without diminishing any right to seek indemnity under Article VIII.

  • Following the Closing, the Seller shall indemnify the Purchaser and the Xxxxxxxxxx Entities for any Losses incurred in connection with such D&O Indemnification Obligations to the extent arising from or relating to events or occurrences prior to Closing.

  • Parent acknowledges that the D&O Indemnification Obligations shall continue from and after the Effective Time with respect to actions existing or occurring at or prior to the Effective Time to the fullest extent under applicable Legal Requirements.

  • Pubco shall cause the D&O Entities to honor and perform under all D&O Indemnification Obligations owed to any of the D&O Indemnified Persons as provided in the Governing Documents of the applicable D&O Entity in effect as of immediately prior to the Vistas Merger Effective Time for a period of six (6) years after the Closing Date.


More Definitions of D&O Indemnification Obligations

D&O Indemnification Obligations is defined in Section 8.9.1.
D&O Indemnification Obligations has the meaning assigned to such term in Section 5.11(b) of the Agreement.

Related to D&O 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).

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

  • 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).

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

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

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

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

  • 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.

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

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

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

  • Third Party Claims has the meaning set forth in Section 11.1.

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

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

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

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

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

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

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