D&O Indemnifying Party definition

D&O Indemnifying Party shall have the meaning set forth in Section 5.08(b).
Sample 1Sample 2Sample 3
D&O Indemnifying Party is defined in Section 8.8.2.
Sample 1Sample 2Sample 3
D&O Indemnifying Party shall have the meaning set forth in Section 5.06(a).
Sample 1

Examples of D&O Indemnifying Party in a sentence

  • No D&O Indemnifying Party shall settle, compromise or consent to the entry of any judgment in any actual or threatened D&O Claim in respect of which indemnification has been sought by such D&O Indemnified Party hereunder unless such settlement, compromise or judgment includes an unconditional release of such D&O Indemnified Party from all liability arising out of such D&O Claim, or such D&O Indemnified Party otherwise consents thereto.

  • No D&O Indemnifying Party shall settle, compromise or consent to the entry of any judgment in any actual or threatened D&O Claim in respect of which indemnification has been sought by such D&O Indemnified Party hereunder unless such settlement, compromise or judgment includes an unconditional release of such D&O Indemnified Party from all liability arising out of such D&O Claim, or such D&O Indemnified Party consents thereto.

  • Each D&O Indemnitee shall be entitled to advances of all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, that any D&O Indemnitee to whom D&O Expenses are advanced undertakes to repay such advanced expenses if it is ultimately determined that such D&O Indemnitee is not entitled to indemnification.

  • The D&O Indemnifying Party shall not, without the consent of the Company Indemnified Agent, consent to the entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Company Indemnified Agent of a release from all liability in respect to such claim or litigation or which requires action by the Company Indemnified Agent.

  • The omission of any Company Indemnified Agent to notify a D&O Indemnifying Party of any such action shall not relieve such D&O Indemnifying Party from any Liability which it may have to such Company Indemnified Agent other than pursuant to this Section 6.6, unless, and only to the extent that, such omission actually and materially prejudices the D&O Indemnifying Party.

  • If a claim for indemnification or advancement of expenses hereunder is not paid in full within sixty (60) days after a written claim has been received by the D&O Indemnifying Party, the D&O Indemnified Party may at any time thereafter bring suit against the D&O Indemnifying Party to recover the unpaid amount of the claim, and if successful in whole or in part, the D&O Indemnified Party shall also be entitled to be paid the expenses of prosecuting such claim.


More Definitions of D&O Indemnifying Party

D&O Indemnifying Party has the meaning set forth in Section 8.02(b). “Data” means any information or data collected or received by, processed by or output from the Software (including reports, analytics, and alerts), and any other information or data related to the Business.
Sample 1
D&O Indemnifying Party shall have the meaning set forth in Section 6.15(b) of this Agreement.
Sample 1
D&O Indemnifying Party has the meaning set forth in Section 7.03(b). “Data Privacy and Security Requirements” means all of the following to the extent relating to any privacy, security or security breach notification requirements, any Company System, the collection, use, processing, storage, distribution, disclosure, security and/or disposal of Personal Data, or any other matters relating to data privacy, protection, or security: (i) the Business’s own rules, policies, and procedures; (ii) applicable Laws; (iii) the Payment Card Industry Data Security Standard (PCI-DSS), if applicable to the conduct of the Business; and (iv) Contracts to which Seller or any of its Subsidiaries other than the Target Companies (with respect to the Business) or any Target Company is a party. “Deductible” has the meaning set forth in Section 9.02(b)(i) 65 LEGAL02/39540989v11
Sample 1

Related to D&O Indemnifying Party

  • Indemnifying Party shall have the meaning set forth in Section 5(c).

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

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • Tax Indemnifying Party shall have the meaning set forth in Section 7.6(d).

  • Indemnifying Parties has the meaning set forth in Section 6.08(b).

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

  • Indemnifying Person shall have the meaning set forth in Section 5(c) hereof.

  • Indemnifying Persons means and includes the Seller Indemnifying Persons or the Purchaser Indemnifying Persons, as the case may be.

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

  • Investor Indemnified Party is defined in Section 4.1.

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

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

  • Third Party Claim has the meaning set forth in Section 8.3.

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Indemnified Person has the meaning set forth in Section 11.3.

  • Third party claimant means any individual, corporation, association, partnership, or other legal entity asserting a claim against any individual, corporation, association, partnership, or other legal entity insured under an insurance policy or insurance contract.

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

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

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

  • Indemnifying Party Information [(A)] All information in the Prospectus Supplement, the Offering Circular or any Free Writing Prospectus or any amendment or supplement thereto (i) contained under the headings "Summary--Relevant Parties--Responsible Party [and Servicer,"] "The Mortgage Loan Pool--Underwriting Guidelines" [and "The Servicer"] and (ii) regarding the Mortgage Loans, the related mortgagors and/or the related Mortgaged Properties (but in the case of this clause (ii), only to the extent any untrue statement or omission arose from or is based upon errors or omissions in the information concerning the Mortgage Loans, the related mortgagors and/or the related Mortgaged Properties, as applicable, provided to the Depositor or any affiliate by or on behalf of the Indemnifying Party) [and (B) static pool information regarding mortgage loans originated or acquired by the Seller [and included in the Prospectus Supplement, the Offering Circular, the ABS Informational and Computational Materials or the Free Writing Prospectus or any amendment or supplement thereto][incorporated by reference from the website located at ___________]].

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

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