INDEMNIFIED AGENTS definition

INDEMNIFIED AGENTS. Collectively, the officers, directors, employees, and agents of a Party.

INDEMNIFIED AGENTS means collectively, the officers, directors, employees, and agents of a Party.

INDEMNIFIED AGENTS. Collectively, the officers, directors, employees, and agents of a Party and, as to TCY, the TCY Companies and their respective officers, directors, employees, and agents.

Examples of INDEMNIFIED AGENTS in a sentence

• The Indemnified Agents as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Agents, in which case the Indemnified Agents may retain more than one law firm.

• For purposes of this Agreement, Indemnified Agents and Company Shareholders are sometimes herein collectively referred to as the "Indemnified Parties".

• The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other Person; provided that the Shareholders may enforce the provisions of Section 7.06 for the benefit of the Indemnified Agents.

• The indemnification contained in this Section 9.7.B is for the benefit of the Company, the Tax Matters Partner, and all Indemnified Agents, and their respective assignees, and shall not be deemed to create any right to indemnification, or any other rights or benefits, for any other Person.

• The indemnification obligations in SECTIONS 7.1 AND 7.2 will be extinguished to the extent that the Damages of the other Party, or any of its Indemnified Agents for whom or which the other Party is seeking indemnification, were caused by the gross negligence or willful misconduct of the Person for whom or which indemnification is sought.

More Definitions of INDEMNIFIED AGENTS

INDEMNIFIED AGENTS shall have the meaning set forth in Section 5.4(a).

INDEMNIFIED AGENTS means collectively, the officers, directors, employees, and agents of a Party and its Affiliates.

INDEMNIFIED AGENTS means any xxxxx acting on behalf of the Tax Matters Partner of the Company.

INDEMNIFIED AGENTS means any agent acting on behalf of the Tax Matters Partner or the Company as described in the preceding sentence (other than a tax professional of independent status) whom the Tax Matters Partner has determined should be indemnified as set forth in this Article IX. Subject to the provisions of any agreement concerning tax indemnification entered into by the Members, the Tax Matters Partner and any such Indemnified Agent shall be indemnified by the Company and the other Members (including the Tax Matters Partner in all cases as to its pro rata share only) to the extent permitted by law against any liability or loss as a result of any claim or legal proceeding by any Person (including by or through the Company and any Member(s)) relating to the performance or nonperformance of any act concerning the Tax Matters of the Company. The indemnification authorized by this Section 9.7.B shall include any judgment, award, settlement, the payment of reasonable attorneys' fees and other reasonable expense (not limited to taxable costs) incurred in settling or defending any claims, threatened action or finally adjudicated legal proceeding. Notwithstanding the foregoing, the Tax Matters Partner and all agents acting on its or the Company's behalf with respect to Tax Matters may be held liable for, and shall not be entitled to indemnity with respect to, conduct by it which is determined by a final non-appealable decision of a court of competent jurisdiction to be willful misconduct or in bad faith. From time to time, as requested by any Person (including the Tax Matters Partner) eligible for indemnification hereunder, such attorney's fees and other expenses shall be advanced by the Company (and, to the extent the Company Assets are insufficient, or the Company is otherwise unavailable, to so advance the funds, by the Members, including the Tax Matters Partner, pro rata in proportion to each Member's Percentage Interest) prior to the final disposition of such claims, actions or proceedings upon receipt by the Company of an undertaking by or on behalf of such Person eligible to be indemnified to repay such amounts if it shall be determined that such Person is not entitled to be indemnified as authorized in this Section 9.7.B, provided, however, that, during the pendency of any claim, action or proceeding, such Person shall not have to prove or otherwise establish that the conduct upon which such claim, action or proceeding is based does not constitute willful misconduct or...

INDEMNIFIED AGENTS has the meaning specified in Section 8.08(a).

INDEMNIFIED AGENTS has the meaning set forth in Section 6.4(a). “Indemnified Agent Claims” has the meaning set forth in Section 6.4(a). “Indemnity Claim Notice” has the meaning set forth in Section 7.4. “Indemnity Escrow Account” has the meaning set forth in Section 1.2(b). “Indemnity Escrow Amount” means an amount equal to $3,000,000. “Indemnity Escrow Shares” means the shares of Buyer Common Stock equal to the Stock Consideration issued in connection with this Agreement. “Indemnity Objection Notice” has the meaning set forth in Section 7.4. “Indemnifying Party” has the meaning set forth in Section 7.4. “Intellectual Property” means all of the following, along with all income, royalties, damages and payments due or payable at the Closing or thereafter, including damages and payments for past, present or future infringements or misappropriations thereof, the right to sue and recover for past infringements or misappropriations thereof and any and all corresponding rights or interests that, now or hereafter, may be secured throughout the world: (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereof, and all patents, patent applications, patent disclosures, together with all continuations, continuations-in-part, revisions, extensions, divisions, reissues ad reexaminations thereof (“Patents”); (ii) all trademarks, service marks, trade dress, logos, trade names and corporate names, pending applications and renewals to register and maintain the foregoing, and common law trademarks, service marks, trade dress and trademarks, designs, logos, and other designations of origin, together will all translations, adaptations, derivations, and combinations thereof, and including all goodwill associated therewith (“Trademarks”); (iii) any and all copyrightable works of authorship, including but not limited to registered copyrights in both published works and unpublished works, unregistered copyrights in both published works and unpublished works, and applications to register copyrightable works of authorship and renewals in connection therewith; (iv) trade secrets, including, confidential or proprietary business information, ideas, research and development, technical data, designs, drawings, know-how, concepts, methods, processes, specifications, formulae, reports, data, customer lists, mailing lists, business and marketing plans and proposals, pricing and cost information (“Trade Secrets”); (v) all registered Internet domain ...

INDEMNIFIED AGENTS. Collectively, the officers, directors, employees, and agents of a Party and, as to USI, the USI Companies and their respective officers, directors, employees, and agents.