Indemnified Director definition

Indemnified Director has the meaning set forth in Section 7.15(a).
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Indemnified Director or “Indemnified Directors” shall have the meaning set forth in Section 6.7(b).
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Indemnified Director has the meaning set forth in Section 5.9(a) (D&O Indemnification, Exculpation and Insurance);
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Examples of Indemnified Director in a sentence

  • The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Director or Officer is entitled, whether pursuant to Law, contract or otherwise.

  • Each Indemnified Director and Officer shall be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from the Surviving Corporation within ten Business Days of receipt by the Surviving Corporation from the Indemnified Director or Officer of a request therefor; provided that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

  • Notwithstanding the foregoing and except as provided in Section 2 of this Article X with respect to proceedings to enforce rights to indemnification, the Company shall indemnify any Indemnified Director or Indemnified Officer in connection with a proceeding (or part thereof) initiated by such Indemnified Director or Indemnified Officer only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company.

  • The Purchaser shall, or shall cause each Acquired Entity to, advance expenses to an Indemnified Director, as incurred, to the extent such advances are permitted as of the date hereof by applicable Law and by the Company Charter Documents of such Acquired Entity; provided, that the Indemnified Director to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Indemnified Director is not entitled to indemnification.

  • The Purchaser and the applicable Acquired Entity shall not have any obligation hereunder to any Indemnified Director when and if a court of competent jurisdiction shall ultimately determine (and such determination shall have become final and non-appealable) that the indemnification of such Indemnified Director in the manner contemplated hereby is prohibited by applicable Law.

  • Purchaser also acknowledges and agrees that, notwithstanding anything to the contrary contained herein, prior to the Closing, Seller shall be entitled to cause the Companies and the Transferred Subsidiaries to release each Indemnified Director and each other such Person referred to in the prior sentence from all Pre-Closing Claims.

  • Notwithstanding anything herein to the contrary, if any claim, action, suit or proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Indemnified Director or Officer, on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation.

  • Zoning; Proposed Village Center District Change as prepared by the Montachusett Regional Planning Commission ”, dated March 2003 and on file as subsequently amended in the offices of the Town Clerk and the Zoning Enforcement Officer.

  • As hereinafter used in this Article X, the term "indemnitee" means any Indemnified Director or Indemnified Officer.

  • This Section 6.6 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnified Director and Officer under this Section 6.6 without the consent of such affected Indemnified Director and Officer.

Related to Indemnified Director

  • Elected Director means a person elected as an elected director in accordance with these bylaws or elected or appointed as a replacement director for an elected director;

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

  • Qualified Director means a person who, at the time action is to be taken under:

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

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

  • Related Indemnified Person of an indemnified person means (a) any controlling person or controlled affiliate of such indemnified person, (b) the respective directors, officers, or employees of such indemnified person or any of its controlling persons or controlled affiliates and (c) the respective agents of such indemnified person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such indemnified person, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of this Agreement and the Term Loans.

  • Indemnified Holder As defined in Section 8(a) hereof.

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

  • Investor Indemnitees shall have the meaning set forth in Section 5.01.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Investor Indemnified Party is defined in Section 4.1.

  • indemnified representative means any and all directors and officers of the corporation and any other person designated as an indemnified representative by the board of directors of the corporation (which may, but need not, include any person serving at the request of the corporation, as a director, officer, employee, agent, fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

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

  • Interested Director means a director or trustee of an investment company who is an interested person within the meaning of Section 2(a)(19) of the Act. A “Disinterested Director” is a director who is not an interested person under Section 2(a)(19) of the Act.

  • Indemnifiable Person means any person who is or was a director, officer, trustee, manager, member, partner, employee, attorney, consultant, member of an entity’s governing body (whether constituted as a board of directors, board of managers, general partner or otherwise) or other agent or fiduciary of the Company or a Subsidiary or Affiliate of the Company.

  • Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).

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

  • Company Indemnitees shall have the meaning set forth in Section 5.02.

  • Fiduciary Indemnified Person means each of the Institutional Trustee (including in its individual capacity), the Delaware Trustee (including in its individual capacity), any Affiliate of the Institutional Trustee or the Delaware Trustee, and any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Institutional Trustee or the Delaware Trustee.

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

  • Non-interested director means a director who is not an “interested director” of a fund and who is not employed by, or has a material business or professional relationship with, the fund or the fund’s investment adviser or underwriter. See Section 2(a)(19) of the Investment Company Act of 1940 for more information.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Indemnified Claim has the meaning set forth in Section 8.2.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Disinterested Director means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.