D&O Party definition

D&O Party means all current and former directors, officers, or managers (including Sponsor-affiliated directors, officers, and managers) of the Toys Delaware Debtors, the Geoffrey Debtors, Toys Inc. and the other debtors party to the Settlement Agreement, including, for the avoidance of doubt, the Disinterested Directors, in their respective capacities as such.
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Examples of D&O Party in a sentence

  • For the avoidance of doubt and notwithstanding anything herein to the contrary, no claims against any D&O Party held by TRU Inc.

  • Buyer further agrees that no advancement or payment by any of such other Persons on behalf of any such Indemnified D&O Party with respect to any claim for which such Indemnified D&O Party has sought indemnification from any of the Group Companies shall affect the foregoing and such other Persons shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnified D&O Party against the Group Companies.

  • In the event any Indemnified D&O Party is required to bring any action to enforce rights or to collect moneys due under this Agreement and is successful in such action Parent shall reimburse such Indemnified D&O Party for all its expenses in bringing and pursuing such action.

  • Each Indemnified D&O Party shall be entitled to the advancement of expenses to the full extent contemplated in this Section 8.10 in connection with any such action.

  • Buyer shall, or shall cause the Companies to, pay expenses in advance of the final disposition of any such action or proceeding to each D&O Party.

  • The demonstration technology enjoys a very large potential market for several reasons.

  • No settlement of a Proceeding may be made by an Indemnified D&O Party without the consent of Parent, the Surviving Corporation and the other Acquired Companies, which consent will not to be unreasonably withheld, delayed or conditioned.

  • The covenants contained in this Section 6.10 shall not be exclusive of any other right to which an Indemnified D&O Party is entitled, whether pursuant to Law, Contract or otherwise.

  • Parent, the Company, and the Surviving Corporation, as the case may be, will pay all expenses of each Indemnified D&O Party in advance of the final disposition of any such action or proceeding to the fullest extent permitted by Law.

  • Any Indemnified D&O Party wishing to claim indemnification under this Section 8.10, upon learning of any such claim, action, suit, proceeding or investigation, shall notify Parent, Merger Sub or the Surviving Corporation (but the failure so to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 8.10 except to the extent such failure materially prejudices such party).

Related to D&O Party

  • FOIA Party means a Person that, in the reasonable determination of the Board of Directors, may be subject to, and thereby required to disclose non-public information furnished by or relating to the Company under, the Freedom of Information Act, 5 U.S.C. 552 (“FOIA”), any state public records access law, any state or other jurisdiction’s laws similar in intent or effect to FOIA, or any other similar statutory or regulatory requirement.

  • Prosecuting Party has the meaning set forth in Section 6.2(c).

  • Participating Party means an enterprise or public body that has committed itself to reaching certain objectives under a voluntary agreement, or is covered by a national regulatory policy instrument;

  • Defending Party has the meaning set forth in Section 14.2.3.

  • Terminating Party As defined in Section 7.1(f).

  • Liable Party shall have the meaning set forth in Section 2.9(b).

  • BRRD Party means any Underwriter subject to Bail-in Powers.

  • of a Party means any corporation or other business entity controlled by, controlling or under common control with, such Party. For this purpose "control" shall mean direct or indirect beneficial ownership of more than fifty percent (50%) of the voting securities or income interest in such corporation or other business, or if not meeting the preceding requirements, any company owned or controlled by or owning or controlling such Party at the maximum control or ownership right permitted in the country where such company exists.

  • Performing Party As defined in Section 11.12.

  • Licensed person means an individual who is licensed or otherwise legally authorized to practice a professional service by a court, department, board, commission, or an agency of this state or another jurisdiction, any corporation or professional services corporation all of whose shareholders are licensed persons, any partnership all of whose partners are licensed persons, or any limited liability company all of whose members and managers are licensed persons.

  • Terminated Party As defined in Section 7.01(c) of this Agreement.

  • Buyer Party means Buyer or any Affiliate of Buyer that is a party to any Transaction Agreement.

  • Initiating Party means a party who gives notice under section 2 of this Schedule;

  • Independent Third Party means any Person who, immediately prior to a contemplated transaction, does not own in excess of 5% of the Company’s Common Units on a fully-diluted basis (a “5% Owner”), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendant (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.

  • Aggrieved person is the person or persons making the claim.

  • Designating Party has the meaning set forth in Section 12.22.3.

  • Independent Party means, with respect to a BDC Downstream Fund, (i) if the BDC Downstream Fund has a board of directors (or the equivalent), the board or (ii) if the BDC Downstream Fund does not have a board of directors (or the equivalent), a transaction committee or advisory committee of the BDC Downstream Fund.

  • injured party means any person entitled to claim compensation in respect of any loss or injury caused by a vehicle;

  • Aggrieved party means a party entitled to pursue a remedy.

  • Opposing Party means the third party that owes Borrower Miscellaneous Proceeds or the party against whom Xxxxxxxx has a right of action in regard to Miscellaneous Proceeds. Borrower shall be in default if any action or proceeding, whether civil or criminal, is begun that, in Xxxxxx’s judgment, could result in forfeiture of the Property or other material impairment of Xxxxxx’s interest in the Property or rights under this Security Instrument. Borrower can cure such a default and, if acceleration has occurred, reinstate as provided in Section 19, by causing the action or proceeding to be dismissed with a ruling that, in Xxxxxx’s judgment, precludes forfeiture of the Property or other material impairment of Xxxxxx’s interest in the Property or rights under this Security Instrument. The proceeds of any award or claim for damages that are attributable to the impairment of Xxxxxx’s interest in the Property are hereby assigned and shall be paid to Lender. All Miscellaneous Proceeds that are not applied to restoration or repair of the Property shall be applied in the order provided for in Section 2.

  • Programme Party means a party to a Programme Document (other than the Issuer and ETP Securityholders).

  • Unlicensed person means any person who is not a licensed dealer under this chapter.

  • Other Party means (a) when used with respect to the Company, Parent and Merger Sub and (b) when used with respect to Parent or Merger Sub, the Company.

  • Covered Party has the meaning assigned to it in Section 9.21.

  • Proposing Party has the meaning set forth in Section 5.2.2.4(a).

  • Acquiring Party has the meaning given such term in Section 4.1.