D&O Indemnity Arrangements definition

D&O Indemnity Arrangements means (i) the Organizational Documents of the Purchased Entities and their Subsidiaries in effect on the Agreement Date or (ii) any agreement between Seller, any Other Seller, the Purchased Entities and their Subsidiaries and any of the Business Indemnitees providing for indemnification by Seller, any Other Seller or the Purchased Entities of any of the Business Indemnitees in effect on the Agreement Date (including under any directors’ and officers’, fiduciary or other director or management liability insurance policies).
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D&O Indemnity Arrangements means (A) the Organizational Documents of the Purchased Entities and their Subsidiaries in effect on the Agreement Date, (B) any Contract providing for indemnification by the Purchased Entities and their Subsidiaries of any of the Business Indemnitees in effect on the Agreement Date to which the Purchased Entities and/or their Subsidiaries are a party and that is listed on Schedule 6.9(a) of the Disclosure Letter, or (C) if a Purchased Entity is not formed as of the Agreement Date but formed prior to the Closing Date in accordance with this Agreement, the formation documents of such Purchased Entity containing customary indemnification and expense advancement provisions substantially similar to the provisions in the documents referred in clause (A) of this Section 6.9(a). Further to the foregoing, Seller shall, and shall cause its Affiliates to, maintain for a period of six years from the Closing Date, any Seller Party directors’ and officers’ liability insurance policy (insofar as such policy relates to the pre-Closing Liabilities of a director, manager or officer of the Business and which may include a customary “tail” policy acquired in connection with the Ali Transaction), providing coverage to such directors, managers and officers not materially less favorable than provided by such insurance in effect on the date hereof.
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D&O Indemnity Arrangements means (i) the Organizational Documents of the Purchased Entities and their Subsidiaries in effect on the Agreement Date or (ii) any agreement providing for indemnification by the Purchased Entities or their Subsidiaries of any of the Business Indemnitees in effect on the Agreement Date to which the Purchased Entities and/or their Subsidiaries are a party.
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More Definitions of D&O Indemnity Arrangements

D&O Indemnity Arrangements means (i) the Organizational Documents of the Purchased Entities and their Subsidiaries in effect on the Agreement Date, (ii) any agreement providing for indemnification by the Purchased Entities and their Subsidiaries of any of the Business Indemnitees in effect on the Agreement Date (or in effect thereafter on the same standard form used by Seller and its Subsidiaries in the jurisdiction in question) to which Seller, the Purchased Entities and/or their Subsidiaries are a party or (iii) if a Purchased Entity is not formed as of the Agreement Date but formed prior to the Closing Date in accordance with this Agreement, the formation documents of such Purchased Entity containing customary indemnification and expense advancement provisions substantially similar to (and not more favorable than) the provisions in the documents referred in clause (i).
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Related to D&O Indemnity Arrangements

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

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

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • 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.

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

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

  • Indemnity Agreement means that certain Indemnity Agreement dated as of the Closing Date by Borrower and Indemnitor in favor of Lender.

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

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

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

  • Indemnification Claim has the meaning set forth in Section 12.3.

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

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

  • D&O Liability Insurance Policies means all insurance policies (including any “tail policy”) of any of the Debtors for liability of any current or former directors, managers, officers, and members.

  • Funding Indemnity Letter means a funding indemnity letter, substantially in the form of Exhibit N.

  • 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.

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

  • 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, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • 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.

  • Company Indemnified Persons has the meaning set forth in Section 5(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.

  • D&O Insurance has the meaning set forth in Section 5.10(c).

  • Indemnity Cap has the meaning set forth in Section 8.4.3.

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