Indemnifiable Action definition

Indemnifiable Action shall have the meaning set forth in Section 7.02(a)(ii) hereof.
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Indemnifiable Action shall have the meaning provided in Section 8.
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Indemnifiable Action shall have the meaning set forth in Section 5.10(a).
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Examples of Indemnifiable Action in a sentence

  • The right to indemnification and the payment of expenses incurred in defending an Indemnifiable Action in advance of its final disposition conferred in this Section 10 shall not be exclusive of any other right which the Executive may have or hereafter may acquire under any statute, provision of the certificate of incorporation or by-laws of the Company, agreement, vote of stockholders or disinterested directors or otherwise.

  • The right to indemnification and the payment of expenses incurred in defending an Indemnifiable Action in advance of its final disposition conferred in this Section 9 shall not be exclusive of any other right which the Executive may have or hereafter may acquire under any statute, provision of the certificate of incorporation or by-laws of the Company or the Parent, agreement, vote of stockholders or disinterested directors or otherwise.

  • Indemnitee shall promptly notify the Company of any Indemnifiable Action or Indemnifiable Derivative Action promptly after receipt by Indemnitee of notice of the commencement of such Indemnifiable Action or Indemnifiable Derivative Action.

  • Indemnitee represents to the Company that, to Indemnitee's actual knowledge, (i) there is no Indemnifiable Action or Indemnifiable Derivative Action involving Indemnitee as of the date of this Agreement and (ii) no facts exist that may form the basis for any such Action involving Indemnitee.

  • Convertible units include Operating Partnership units attributable to non-controlling interests and LTIP units.

  • To the extent that Indemnitee has been successful on the merits or otherwise (including dismissal with or without prejudice) in defense of any Indemnifiable Action or Indemnifiable Derivative Action, or in defense of any claim, issue or matter therein, he or she shall be indemnified against Expenses actually and reasonably incurred by him in connection therewith, except as stated in Paragraph 5(a) or 5(b).

  • The right to indemnification and the payment of expenses incurred in defending an Indemnifiable Action in advance of its final disposition conferred in this SECTION 10 shall not be exclusive of any other right which the Executive may have or hereafter may acquire under any statute, provision of the certificate of incorporation or by-laws of the Company, agreement, vote of stockholders or disinterested directors or otherwise.

  • The Parties hereby acknowledge and agree that, in the event that any of the applicable parties set forth in Section 7.02(a) take any applicable Indemnifiable Action (and provided that the applicable Indemnifiable Action is not revoked or rescinded within the time periods set forth in Section 7.02(a)(i) and (ii)), the applicable indemnifying party shall absolutely and unconditionally be liable to pay, and shall pay, the applicable indemnified party for any and all Losses suffered as a result thereof.

  • If Indemnitee was, is, or becomes a party to or a witness or other participant in, or is threatened to be made a party to or witness or other participant in, an Indemnifiable Action other than an Indemnifiable Derivative Action, the Company shall, subject to the provisions of this Agreement, indemnify Indemnitee to the fullest extent permitted by law against any and all Expenses, judgments, fines, penalties, and amounts paid in settlement of such Action.

  • The right to indemnification and the payment of expenses incurred in defending an Indemnifiable Action in advance of its final disposition conferred in this Article VI shall not be exclusive of any other right which the Executive may have or hereafter may acquire under any statute, provision of the certificate of incorporation or by-laws of the Company, agreement, vote of stockholders or disinterested directors or otherwise.


More Definitions of Indemnifiable Action

Indemnifiable Action means any threatened, pending, or completed actions, suits, or proceedings, whether civil, criminal, administrative or investigative, against a D&O by reason of the fact that such D&O was a director, officer, employee, or agent of the Debtor, or is or was serving at the request of the Debtor as a director, officer, employee or agent of another Entity.
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Indemnifiable Action shall have the meaning given that term in SECTION 8.
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Indemnifiable Action is defined in section 7C;
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Indemnifiable Action has the meaning set forth in Section 7.2(a).
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Indemnifiable Action shall have the meaning ascribed to it in Section 9 below. EXECUTIVE’S INITIALS:
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Related to Indemnifiable Action

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

  • Indemnifiable Event means any event or occurrence that takes place either before or after the execution of this Agreement, related to the fact that Indemnitee is or was a director or an officer of the Company, or is or was serving at the request of the Company as a director or officer of another corporation, partnership, joint venture or other entity, or related to anything done or not done by Indemnitee in any such capacity, including, but not limited to neglect, breach of duty, error, misstatement, misleading statement or omission.

  • Indemnifiable Amounts has the meaning given that term in Section 12.6.

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Indemnitee has the meaning assigned to such term in Section 9.03(b).

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

  • 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.

  • Indemnitees has the meaning specified in Section 10.04(b).

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

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

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

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

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