D&O Indemnity definition

D&O Indemnity shall have the meaning set forth in Section 6.12(a).
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D&O Indemnity has the meaning specified in Section 8.05(b).
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Examples of D&O Indemnity in a sentence

  • Any indemnification payments made by the Company to any Seller for a D&O Indemnity claim under clause (ii)(x) of the preceding sentence shall thereafter be included for the purpose of determining whether the Deductible has been reached.

  • D&O Indemnity: The Governing Documents will include customary D&O indemnification provisions, which shall provide for customary expense advancement and exculpation.

  • Nothing herein supersedes or affects the Confidentiality Agreement, the D&O Indemnity Agreement or the Option Agreements, which remain in full force and effect in accordance with their terms.

  • On and after the Effective Date, notwithstanding anything to the contrary in the D&O Indemnity Costs Stipulation, the treatment of Indemnification Claims shall be governed exclusively by this Section 3.

  • Except as expressly provided in this Agreement, all Indemnification Claims of the Scheduled Claimants, including, but not limited to, Claims under the D&O Indemnity Costs Stipulation, shall be released pursuant to mutual releases provided in Section 7.

  • On the Effective Date, the D&O Indemnity Costs Stipulation shall terminate and the Indemnification Claims Reserve shall be released and amounts then held in the Indemnification Claims Reserve shall be available to the Trustee for use in accordance with terms of the Plan and the Trust.

  • This Agreement, the Indemnification Agreement and any D&O Indemnity (as defined in the Indemnification Agreement) constitute the complete and entire understanding and agreement and supersede all prior and contemporaneous understandings, conditions and agreements, whether written and oral, express or implied, amongst the parties with respect to the subject matter hereof.

  • Notwithstanding anything contained herein to the contrary, the Surviving Corporation shall only be obligated to indemnify any Company D&O Indemnitee, pursuant to this section, as a result of and to the extent that such matter constitutes a claim for which Purchaser or the Surviving Corporation is entitled to indemnification for Damages pursuant to Section 8.2(b)(iii) below, up to a maximum of Two Hundred Thousand Dollars ($200,000) (the "D&O Indemnity Cap").

  • If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on RigNet D&O Indemnity Agreement 2 Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter.

  • At any time following the Closing, Parent may replace the D&O Indemnity by obtaining, maintaining and fully paying for irrevocable “tail” insurance policies with substantially the same scope as the D&O Indemnity, naming the D&O Indemnified Parties as direct beneficiaries with a claims period of at least six (6) years from the Closing Date, the cost of which shall be borne by Parent.

Related to D&O Indemnity

  • 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 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.

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

  • Indemnity means the payment of an amount to offset all or part of an insured loss.