Resolution of Directors means either:
Register of Directors and Officers means the Register of Directors and Officers referred to in these Bye-laws;
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.
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.
Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.
Indemnification Agreements has the meaning set forth in Section 2.5.
Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.
Indemnification Notice has the meaning set forth in Section 11.3(a).
Exculpation means the exculpation provision set forth in Article X.E hereof.
Indemnification Claim has the meaning set forth in Section 10.3.
Indemnification Cap has the meaning set forth in Section 9.3(a).
Indemnification Claim Notice has the meaning set forth in Section 11.3.
Termination of Directorship means that the Non-Employee Director has ceased to be a director of the Company; except that if a Non-Employee Director becomes an Eligible Employee or a Consultant upon the termination of his or her directorship, his or her ceasing to be a director of the Company shall not be treated as a Termination of Directorship unless and until the Participant has a Termination of Employment or Termination of Consultancy, as the case may be.
Indemnification Expenses shall have the meaning set forth in Section 6.11(a).
Directors means the directors for the time being of the Company.
Indemnification Agreement shall have the meaning set forth in Article XVII.
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, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.
Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.
Indemnitees has the meaning specified in Section 10.04(b).
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.
Indemnifiable Amounts has the meaning given that term in Section 12.6.
Indemnified Matters has the meaning specified therefor in Section 12.15.
Indemnifiable Expenses Indemnifiable Liabilities" and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.
D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).
Indemnitee has the meaning assigned to such term in Section 9.03(b).
Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.