D&O Indemnification Provisions definition

D&O Indemnification Provisions shall have the meaning set forth in Section 7.12(a).
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D&O Indemnification Provisions means each of the indemnification provisions, agreements or obligations in place as of the Petition Date, whether in the bylaws, certificate of incorporation or other formation and organizational documents, board resolutions or employment contracts, for the Debtors and the current and former directors, officers, members, employees, attorneys, other professionals and agents of the Debtors.
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D&O Indemnification Provisions has the meaning set forth in Section 5.06(a).
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Examples of D&O Indemnification Provisions in a sentence

  • Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of each of the D&O Liability Insurance Policies and D&O Indemnification Provisions.

  • Notwithstanding anything to the contrary contained in the D&O Indemnification Provisions, no D&O Indemnitee shall be entitled to coverage under any Acquiror director and officer insurance policy or errors and omission policy unless such D&O Indemnitee is separately eligible for coverage under such policy pursuant to Acquiror’s policies and procedures and the terms of such insurance policy, or (c) any claim released pursuant to Section 5.11.

  • The Existing D&O Indemnification Provisions shall survive the Merger and shall continue in full force and effect after the Effective Time.

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

Related to D&O Indemnification Provisions

  • 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 Agreements has the meaning set forth in Section 2.5.

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

  • 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 Cap has the meaning set forth in Section 9.3(a).

  • 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 Claim has the meaning set forth in Section 10.3.

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

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

  • 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.

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

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

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

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

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

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

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

  • Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.

  • Fiduciary Indemnified Person means each of the Institutional Trustee (including in its individual capacity), the Delaware Trustee (including in its individual capacity), any Affiliate of the Institutional Trustee or the Delaware Trustee, and any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Institutional Trustee or the Delaware Trustee.

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

  • 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.

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

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