Indemnified D&O definition

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 First Effective Time.
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Indemnified D&O has the meaning set forth in Section 4.17(a).
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Indemnified D&O shall have the meaning set forth in Section 5.13(b)
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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.

  • 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 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.

  • 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.

  • 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).

  • Neither Parent nor the Surviving Corporation will amend the indemnification provisions set forth in the Company Charter or Bylaws in a manner that adversely affects the Indemnified D&O Persons.

  • The demonstration technology enjoys a very large potential market for several reasons.

  • Any Indemnified D&O Party wishing to claim indemnification under this Section 8.10, upon learning of any such claim, action, suit, proceeding or investigation, shall notify Parent, Merger Sub or the Surviving Corporation (but the failure so to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 8.10 except to the extent such failure materially prejudices such party).


More Definitions of Indemnified D&O

Indemnified D&O means each Person who is or was covered by any 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.
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Indemnified D&O has the meaning set forth in Section 6.10.
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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.
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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,
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Indemnified D&O has the meaning set forth in Section 7.15(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 Party” and “Indemnified Parties” shall have the meaning assigned to them in Section 8.2(a).
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Related to Indemnified D&O

  • 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.

  • 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.

  • Indemnified Liability means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

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

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

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

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

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

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

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

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

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

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

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Indemnified Amount has the meaning set forth in Section 8.01.

  • Indemnified Parties shall have the meaning assigned to such term in Section 7.2.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • Indemnified Damages shall have the meaning assigned to such term in Section 6(a).

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

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Indemnified Amounts The meaning specified in Section 10.1(a).

  • Holder Indemnified Persons means, with respect to each Holder, such Holder and its Affiliates and directors, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Fund under Section 7 of this Agreement.

  • Indemnified Liabilities has the meaning specified in Section 10.05.

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

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.