Indemnified D&O Parties definition

Indemnified D&O Parties has the meaning set forth in Section 5.8(a).
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Indemnified D&O Parties has the meaning set forth in Section 6P(i). “Indemnified Entity” has the meaning set forth in Section 8D(i). “Indemnifying Party” has the meaning set forth in Section 8D(i). “Indenture Payment Date” has the meaning set forth in Section 6O(vi). “Intellectual Property Rights” means all rights in and to the following: (i) patents, patent applications and patent disclosures, (ii) trademarks, service marks, trade dress, logos, Internet domain names, and registrations and applications for registration thereof together with any goodwill associated therewith, (iii) copyrights (registered or unregistered) and registrations and applications for registration thereof, (iv) computer software, and (v) trade secrets, inventions (whether patentable or unpatentable and whether or not reduced to practice) and know-how including licenses or rights to use any of the foregoing. “Interim Period” means the period beginning on the date hereof and ending on the earlier of the termination of this Agreement in accordance with its terms and the Closing. “Investment Grade” means a credit rating of at least “BBB-” from Standard & Poor’s Ratings Group (a division of McGraw Hill, Inc.), and at least “Baa3” from ▇▇▇▇▇’▇ Investors Services, Inc. “Ironwood Indenture” means that certain trust indenture, dated as of June 1, 1999, by and among Talen Ironwood, LLC (formerly known as AES Ironwood, L.L.C.), IBJ Whitehall Bank & Trust Company, as Trustee, and IBJ Whitehall Bank & Trust Company, as depositary bank, as modified by (i) that certain First Supplemental Indenture, dated as of June 1, 1999, to that certain Trust Indenture, dated
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Indemnified D&O Parties as provided in their respective Organizational Documents entered into on or prior to the date hereof, shall survive the Contemplated Transactions and shall continue in full force and effect and (ii) following the Closing, the Buyer shall cause the Company and its Subsidiaries to maintain in effect provisions in the Organizational Documents of the Company and its Subsidiaries regarding indemnification of Indemnified D&O Parties that are not less favorable to those contained in the Organizational Documents of the Company and its Subsidiaries, in each case, for a period of at least six (6) years from the Closing Date. For the avoidance of doubt, nothing in this Section 7.8 shall limit any applicable rights an Indemnified Buyer Party would be entitled to pursuant to Section 8.2 or Section 9.2, and nothing in this Section 7.8 shall be construed as precluding amounts paid to Indemnified D&O Parties pursuant to this Section 7.8 from constituting Losses indemnifiable pursuant to Section 8.2 or Section 9.2 to the extent such Losses are indemnifiable in accordance with the terms and limitations set forth in Section 8.2 and Section 9.2, as applicable.
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Examples of Indemnified D&O Parties in a sentence

  • The employees whose positions will be reclassified as provided in this Section 4M appear on Appendix B.

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

  • Each of the Indemnified D&O Parties or other persons who are beneficiaries under the D&O Policy (and their heirs and representatives) are intended to be third party beneficiaries of this Section 5.11, with full rights of enforcement as if a party hereto, notwithstanding the provisions of Section 8.9 hereof.

  • The indemnification provided for herein shall not be deemed exclusive of any other rights to which any of the Indemnified D&O Parties is entitled, whether pursuant to law, contract or otherwise.

  • The indemnification and liability limitation or exculpation provisions of the Group Companies’ Governing Documents shall not be amended, repealed or otherwise modified after the Closing Date in any manner that would adversely affect the rights thereunder of any Indemnified D&O Parties, unless such modification is required by applicable Law.

  • No other Person not party to this Agreement shall be entitled to the benefits of this Agreement other than (i) the Indemnified Parties, which are hereby express third party beneficiaries of Article IX of this Agreement, and who may enforce such Article directly and (ii) the Indemnified D&O Parties, which are hereby express third party beneficiaries of Section 5.11 of this Agreement, and who may enforce such Section directly.

  • The rights of the Indemnified D&O Parties (and other persons who are beneficiaries under the D&O Policy (and their heirs and representatives)) under this Section 5.11 shall be in addition to, and not in substitution for, any other rights that such persons may have under the Articles of Incorporation, Bylaws, any and all indemnification agreements of or entered into by the Company, or under applicable law or in equity.

  • For the avoidance of doubt, and without limitation of the forgoing, the Indemnified D&O Parties shall be third party beneficiaries of Section 6.6 and may enforce such Section directly.