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

  • Where the Indemnified Director delivers process and a written request for a defense to the Corporation under subdivision (i) of this Section 2, the Corporation shall take the necessary steps on behalf of the Indemnified Director to avoid entry of a default judgment pending resolution of any question pertaining to the obligation to provide for a defense.

  • Upon entry of a final judgment against the Indemnified Director, or upon the settlement of the claim, the Indemnified Director shall serve a copy of such judgment or settlement, personally or by certified or registered mail within thirty (30) days of the date of entry or settlement, upon the Chairman and the chief administrative Director of the Corporation; and if not inconsistent with the provisions of this Section 2, the amount of such judgment or settlement shall be paid by the Corporation.

  • Except as otherwise provided by law, the duty to indemnify and save harmless prescribed by this Section 2 shall not arise where the injury or damage resulted from intentional wrongdoing or recklessness on the part of the Indemnified Director seeking indemnification.

  • Except as otherwise specifically provided in this Section 3, the provisions of this Section 3 shall not be construed in any way to impair, alter, limit, modify, abrogate or restrict any immunity to liability available to or conferred upon any Indemnified Director of the Corporation by, in accordance with, or by reason of, any other provision of State or Federal statutory or common law.

  • In the event Purchaser does not maintain insurance that complies with this Section 6.16(d) for six (6) years after the Closing, such Direct Sale Indemnified Director or Direct Sale Indemnified Officer shall retain all of his or her rights and remedies at Law, or in equity, including the right to recover reasonable attorneys’ fees and expenses incurred to remedy Purchaser’s breach, as third-party beneficiaries under this Agreement.

  • The rights of each of the Indemnified Directors and Officers under this Section 8.2(b) shall be in addition to any right such Person might have under the respective Charter Documents of each entity within the Acquired Group, or under any agreement or insurance policies applicable to the Indemnified Director or Officer.

  • Describe, explain and attach any documents or other evidence that supports your Complaint.

  • The provisions of this Section 6.16 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Director and Officer, his or her heirs, executors or administrators and his or her other representatives.

  • The Indemnified Director will then be entitled to conduct the defence of the parts of the claim of which he or she has been notified.

  • An Indemnified Director shall not be denied indemnification in whole or in part under this Article 49.2 because such Indemnified Director had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by these Articles.

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 Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.

  • 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.

  • Independent Fund Director means an independent director of an investment company advised by Invesco.

  • 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.