D&O Indemnified Person definition

D&O Indemnified Person shall have the meaning set forth in Section

D&O Indemnified Person has the meaning set forth in Section 7.02(a).

D&O Indemnified Person is defined in Section 5.6(a).

Examples of D&O Indemnified Person in a sentence

• This Section 8.6 shall be for the irrevocable benefit of, and shall be enforceable by, each D&O Indemnified Person and his or her respective heirs, executors, administrators, estates, successors and assigns, and each such Person shall be an express intended third party beneficiary of this Agreement for such purposes.

• The provisions of this Section 6.03 are intended for the benefit of, and will be enforceable by, each D&O Indemnified Person and his or her heirs and representatives, and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have had by contract or otherwise.

• The Indemnity Arrangements shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Person to whom this Section 9.3 applies without the consent of such affected D&O Indemnified Person.

• No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns except that (i) each D&O Indemnified Person is a third party beneficiary of the provisions set forth in Section 11.12 and (ii) each Newco Indemnified Party, Hippo Indemnified Party and Rhino Indemnified Party is a third party beneficiary of the provisions set forth in Article 15.

• This Section 5.5 (Indemnification of Officers and Directors) may not be amended, altered or repealed after the First Effective Time without the prior written consent of the affected D&O Indemnified Person.

More Definitions of D&O Indemnified Person

D&O Indemnified Person is defined in Section 8.8.1.

D&O Indemnified Person means any current or former director, officer or employee of any of the ACFP Companies, or any successor, assign, heir, executor, administrator, or representative of any such Person.

D&O Indemnified Person shall have the meaning set forth in Section 3.10(b).

D&O Indemnified Person means any current or former director or officer of the Company or any of its Subsidiaries, or any successor, assign, heir, executor or administrator of any such Person.

D&O Indemnified Person means Xxxxxxx Xxxxxxx, Xxxx Xxxxxx, Xxxx First, Xxxxxxx X. Xxxxxxxxxx, Xxxxx Xxxxxxx, Xxx Xxxxxx, L. Xxxx Xxxxxx, Xx. and Xxxxx X. Xxxxx.

D&O Indemnified Person has the meaning set forth in Section 5.6. “Disputed Item” has the meaning set forth in Section 2.5(c). “Earn-Out Payment” has the meaning set forth in Section 2.6(b). “Earn-Out End Date” has the meaning set forth in Section 2.6(a). “Earn-Out Start Date” has the meaning set forth in Section 2.6(a). “Effective Time” has the meaning set forth in Section 2.2. “Eligibility Date” has the meaning set forth in Section 6.1(d). “Employee” means each natural person who is a common law employee of the Company or BCGS, each of which (including any Employee on leave and any employee on long-term disability) is listed on Section 3.9(g) of the Seller Disclosure Schedule. “Environmental Laws” means all applicable Law governing Environmental Matters. “Environmental Matters” means any matters arising out of or relating to health and safety, or pollution or protection of the environment or workplace, including, without limitation, any of the foregoing relating to the use, generation, transport, treatment, storage, or disposal of any material defined as a “hazardous substance” or “hazardous waste” under any Environmental Law. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, as well as any guidance issued thereunder. “ERISA Affiliate” means any Person (whether incorporated or unincorporated) that together with the Company would be deemed a “single employer” within the meaning of Section 414 of the Code. “Estimated Closing Consideration” has the meaning set forth in Section 2.4(a). -6- 40733748.21

D&O Indemnified Person. Section 6.06(a)