Indemnified Directors and Officers definition

Indemnified Directors and Officers has the meaning set forth in Section 6.6(a).
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Indemnified Directors and Officers has the meaning set forth in Section 6.11(b) of this Agreement.
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Indemnified Directors and Officers has the meaning set forth in Section 9.2 hereof.
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Examples of Indemnified Directors and Officers in a sentence

  • This covenant is intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Directors and Officers and their respective heirs and legal representatives.

  • Notwithstanding the foregoing, after the Offer Payment Date, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, the Company or the Surviving Corporation shall maintain or procure, for such six (6) year period or three (3) year period, as appropriate, the most advantageous policy of insurance for the Indemnified Directors and Officers obtainable for an annual premium equal to the Maximum Amount.

  • Notwithstanding the foregoing, after the Closing Date, if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, the Company or the Surviving Corporation shall maintain or procure, for such five (5) year period (as appropriate) the most advantageous policy of insurance for the Indemnified Directors and Officers obtainable for an annual premium equal to the Maximum Amount.

  • Notwithstanding anything herein to the contrary, none of Purchaser, the Company and the Company Subsidiaries shall bear or be liable for Taxes of any of the Indemnified Directors and Officers.

  • Buyer shall cause the Company to advance Costs to Indemnified Directors and Officers as incurred to the fullest extent permitted under applicable Legal Requirements, provided that the Person to whom Costs are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification.

  • Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any Person not a Party to this Agreement, except that (a) each of the Indemnified Directors and Officers are express third-party beneficiaries of Section 6.9, (b) each of the Buyer Indemnified Parties and Seller Indemnified Parties are express third-party beneficiaries of Article IX and (c) the Related Parties are express third-party beneficiaries of Section 10.11.

  • Notwithstanding the foregoing, none of the Indemnified Directors and Officers shall be entitled to indemnification or exculpation or advancement of expenses pursuant to this Section 5.10 to the extent any Purchaser Indemnified Party is entitled to indemnification pursuant to Article VII except, and solely, to the extent of any payments made directly from the insurers under the D&O Tail (and, for the avoidance of doubt, after payment of any applicable deductible thereunder).

  • Each of the Indemnified Directors and Officers or other persons who are beneficiaries under the D&O Tail Policy (and their heirs) are intended to be third party beneficiaries of this Section 6.10, with full rights of enforcement as if a party thereto.

  • Each of the Indemnified Directors and Officers are intended to be third party beneficiaries of this Section 5.19, with full rights of enforcement as if a party thereto.

  • The obligations set forth in this Section 6.10 shall not be terminated, amended or otherwise modified in any manner that adversely affects any Indemnified Directors and Officers (or any other person who is a beneficiary under the D&O Tail Policy (and their heirs)) without the prior written consent of such affected Indemnified Director or Officer or other person who is a beneficiary under the D&O Tail Policy (and their heirs).


More Definitions of Indemnified Directors and Officers

Indemnified Directors and Officers means any individual who served as a director or officer of the Company or Company Subsidiaries prior to the Closing Date.
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Related to Indemnified Directors and Officers

  • Register of Directors and Officers means the Register of Directors and Officers referred to in these Bye-laws;

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

  • Directors means the directors for the time being of the Company.

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

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

  • Fund Indemnified Persons means, the Fund and its affiliates and trustees, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Holders under Section 7.

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

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

  • Indemnified Persons has the meaning assigned to such term in Section 7.12(c).

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

  • Director or officer means any of the following:

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

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

  • SpinCo Indemnitees shall have the meaning set forth in Section 4.3.

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

  • 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);

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

  • 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.

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

  • 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.

  • 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.

  • 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).

  • Parent Indemnitees has the meaning set forth in Section 8.02.

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Indemnitee-Related Entities means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company or any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise Indemnitee has agreed, on behalf of the Company or at the Company’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described in this Agreement) from whom an Indemnitee may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Company may also have an indemnification or advancement obligation (other than as a result of obligations under an insurance policy).

  • Exculpation means the exculpation provision set forth in Article X.D hereof.