Indemnified D&O definition

Indemnified D&O shall have the meaning set forth in Section 6.8(a).

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Indemnified D&O means each Person who is or was an officer or director of the Company at or at any time prior to the Effective Time.

Indemnified D&O means each Person who is or was covered by any of the Company’s or any of its Subsidiaries’ employees’, fiduciaries’, trustees’, directors’ and officers’ liability insurance policies as of or any time prior to the First Effective Time.

Examples of Indemnified D&O in a sentence

• The provisions of this Section 10.06 are intended to be for the benefit of, and will be enforceable by, each Indemnified D&O, his or her heirs, and his or her representatives and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

• These rights shall survive consummation of the Merger and are intended to benefit, and shall be enforceable by, each Company Indemnified D&O.

• Such obligations shall not be terminated, amended, or otherwise modified in such a manner as to adversely affect any Indemnified D&O (or his or her heirs, representatives, successors, or assigns) without the prior written consent of such Indemnified D&O (or his or her heirs, representatives, successors, or assigns, as applicable).

• Parent shall cause the Surviving Corporation or Surviving LLC or their successors or assigns to pay all costs and expenses (including reasonable attorneys’ fees) incurred by any Indemnified D&O (or his or her heirs, representatives, successors or assigns) in any legal action brought by such person that is successful to enforce the obligations of Parent, the Surviving Corporation or Surviving LLC or their successors or assigns under this Section 5.14.

• Each Indemnified D&O Person is intended to be a third party beneficiary of this Section 4.10 and may specifically enforce its terms.

• The parties hereto intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 4.10 shall apply without limitation to negligent acts or omissions by an Indemnified D&O Person.

• Nothing contained herein shall make Parent, Acquisition, the Company or the Surviving Corporation, an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified D&O Liabilities, nor shall this Section 4.10 relieve the obligations of any insurer in respect thereto.

• This Section 4.10 shall not limit or otherwise adversely affect any rights any Indemnified D&O Person may have under any agreement with the Company or under the Company's Articles of Incorporation or bylaws as presently in effect or under any provision of applicable law.

• The rights of each Indemnified D&O to indemnification or advancement of expenses under any indemnification agreement are listed in Schedule 5.17 to the Disclosure Schedule, and Parent and NMI further agree that all such rights, in addition to rights under NMI’s certificate of incorporation, bylaws and Applicable Law, shall survive the Merger and continue in full force and effect in accordance with the terms of such agreement or law or, if earlier, until the sixth anniversary of the Closing Date.

• The Surviving Company shall, and Acquirer shall cause the Surviving Company or its successors to, pay all costs and expenses (including reasonable attorneys’ fees) incurred by any Indemnified D&O (or his or her heirs, personal representatives, successors or assigns) in any legal action brought by such person that is successful to enforce the obligations of Acquirer, the Surviving Company or its successors under the last sentence of Section 5.15(a).

More Definitions of Indemnified D&O

Indemnified D&O has the meaning set forth in Section 7.15(a).

Indemnified D&O means each Person who is or was covered by any of the Company’s employees’, fiduciaries’, trustees’, directors’ and officers’ liability insurance policies as of or any time prior to the Effective Time. “Indemnifying Party” shall mean (i) the Equityholder Indemnifying Parties, if the applicable Indemnified Party is a Parent Indemnified Party, and (ii) Parent, if the applicable Indemnified Party is an Equityholder Indemnified Party. “Intellectual Property” shall mean algorithms, APIs, data, databases, data collections, diagrams, formulae, inventions (whether or not patentable), know-how, logos, designs, marks (including brand names, product names, logos, and slogans), methods, network configurations and architectures, processes, proprietary information, protocols, schematics, specifications, Software, Software code (in any form, including source code and executable or object code), subroutines, techniques, user interfaces, URLs, web sites, works of authorship (including written, audio and visual materials), business or technical information (including technical data, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), all other forms of technology (whether or not embodied in any tangible form and including all tangible embodiments of the foregoing), and other such items for which Intellectual Property Rights may be secured, including any documents or other tangible media containing any of the foregoing. “Intellectual Property Rights” shall mean all rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (i) rights associated with works of authorship, including exclusive exploitation rights, copyrights and moral rights; (ii) trademark, service mark, business name, brand name, domain name and trade name rights and similar rights; (iii) trade secret rights; (iv) patents, patent applications, utility models, design rights, and all related patent rights; (v) other proprietary rights in Intellectual Property; (vi) rights in or relating to applications, registrations, renewals,

Indemnified D&O means each Person who is or was an officer or director of the Company at or at any time prior to the Effective Time. “Indemnified Party” and “Indemnified Parties” shall have the meaning assigned to them in Section 8.2(a).

Indemnified D&O means each Person who is or was an officer or director of the Company or the Israeli Subsidiary at or at any time prior to the Effective Time.