D&O Provisions definition

D&O Provisions has the meaning set forth in Section 6.12(a).

D&O Provisions is defined in Section 9.6(a).

D&O Provisions has the meaning set forth in Section 9.11(a).

Examples of D&O Provisions in a sentence

• Xxxxx also acknowledges and agrees that: (i) such D&O Provisions are rights of contract; and (ii) no amendment or modification to any such D&O Provisions shall affect in any manner the Target Indemnified Persons’ rights, or the Company’s obligations, with respect to claims arising from facts or events that occurred on or before the Closing.

• For a period of six years following the Closing Date, no amendment or modification to any such D&O Provisions shall affect in any manner the Indemnified Persons’ rights, or any Group Company’s or MDH’s obligations, with respect to claims arising from facts or events that occurred on or before the Closing.

• Parent agrees to satisfy any obligations of the Company or the Company Subsidiaries to the Indemnified Persons under the D&O Provisions to the extent the Company or Company Subsidiary, as applicable, fails to fulfill any such obligation.

• The rights of Xxxxxxx Xxxxxxxxx hereunder shall be in addition to, and not in limitation of, any other rights such person may have under the D&O Provisions, any other indemnification arrangement, any legal requirement or otherwise.

More Definitions of D&O Provisions

D&O Provisions has the meaning set forth in Section 7.03(a).

D&O Provisions in favor of any current or former director, officer, or manager, or, to the extent authorized under the applicable D&O Provisions, any employee, agent or representative of the Company (collectively, with such Person’s heirs, executors or administrators, the “Company Indemnified Persons”), and (ii) shall not amend, repeal or modify in a manner adverse to the beneficiary thereof any provision in the D&O Provisions as it relates to any Company Indemnified Person without the written consent of such affected Company Indemnified Person (it being agreed that each Company Indemnified Person shall be a third party beneficiary of this Section 6.12) or as otherwise required by applicable Law. From and after the Effective Time, Nocturne shall cause the Surviving Company to indemnify and hold harmless each Company Indemnified Person against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Governing Documents as in effect as of the date of this Agreement or any director indemnification agreement or employment agreement in effect on the date of this Agreement to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). In the event that Nocturne or the Surviving Company or any of their respective successors or assigns consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all its properties and assets to any Person, Nocturne or the Surviving Company, as the case may be, shall cause proper provisions to be made so that the successors and assigns of Nocturne or the Surviving Company assume the obligations set forth in this Section 6.12.

D&O Provisions in favor of any Indemnified Person, and (ii) shall not amend, repeal or modify in a manner adverse to the beneficiary thereof any provision in the D&O Provisions as it relates to any Indemnified Person, in each case relating to a state of facts existing prior to Closing, without the written consent of such affected Indemnified Person (it being agreed that each Indemnified Person shall be a third party beneficiary of this Section 7.11) or as otherwise required by applicable Law. In the event that Irish Holdco or any of its successors or assigns consolidates with or merges into any other Person and is not the continuing or surviving entity or entity of such consolidation or merger or transfers or conveys all or substantially all its properties and assets to any Person, Irish Holdco shall cause proper provisions to be made so that the successors and assigns of Irish Holdco assume the obligations set forth in this Section 7.11.

D&O Provisions is defined in Section 6.7(a). “D&O Tail Policy” is defined in Section 6.7(b). “Debt Payoff Letter” is defined in Section 2.5(a)(iv). “Disclosure Schedule” means the Tall Oak Disclosure Schedule and the Summit Disclosure Schedule, as applicable. “Distribution Amount” is defined in Section 2.5(b)(vii).