Indemnified D&O Parties has the meaning ascribed to it in Section 6.8(a).

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). “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 Original Agreement Date 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 Xxxxx’x 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.) and The Bank of New York Mellon (as successor to IBJ Whitehall Bank & Trust Company), as Trustee and Depositary Bank, as modified by (i) that certain First Supplemental Indenture, dated as of June 1, 1999, by and among Talen Ironwood, LLC (formerly known as AES Ironwood, L.L.C.) and The Bank of New York Mellon (as successor to IBJ Whitehall Bank & Trust Company), as Trustee and Depositary Bank, (ii) that certain Second Supplemental Indenture, dated as of May 12, 2000, by and among Talen Ironwood, LLC (formerly known as AES Ironwood, L.L.C.) and The Bank of New York (as successor to IBJ Whitehall Bank & Trust Company), as Trustee and Depositary Bank, and (iii) that certain Third Supplemental Indenture, dated as of February 12, 2013 to that certain Trust Indenture, dated as of June 1, 1999, by and among Talen Ironwood, LLC (formerly known as PPL Ironwood, LLC) and The Bank of New York Mellon, as Trustee and Depositary Bank. “Ironwood Senior Secured Notes” means those certain 8.857% Senior Secured Bonds due 2025 issued by Talen Ironwood, LLC (formerly known as AES Ironwood, L.L.C.) under the Ironwood Indenture.

Indemnified D&O Parties shall have the meaning given to it in Section 5.11.

Examples of Indemnified D&O Parties in a sentence

The provisions of Section 11.3 of the Plan survive the consummation of the Mergers (as defined in Section 2.1 of the Investment Agreement) and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified D&O Parties, their respective heirs and representatives.
The Surviving Corporation shall not, for a period of six (6) years from the Effective Time, amend, waive or otherwise alter its Organizational Documents so as to impair or limit the Surviving Corporation’s obligations to indemnify the Indemnified D&O Parties except as required by Law.

More Definitions of Indemnified D&O Parties

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.

Related to Indemnified D&O Parties

Company Indemnified Persons has the meaning set forth in Section 5(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 Indemnified Parties has the meaning specified in Section 7.8(a).
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.
D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).
Indemnified Persons has the meaning assigned to such term in Section 7.12(c).
Indemnified Parties has the meaning set forth in Section 8.2.
Seller Indemnified Persons has the meaning set forth in Section 8.3.
Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.
Company Indemnified Party has meaning set forth in Section 8(b) hereof.
Parent Indemnified Parties has the meaning set forth in Section 9.2(a).
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
Seller Indemnified Parties has the meaning set forth in Section 8.1.
Company Indemnitees shall have the meaning set forth in Section 5.02.
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.
Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).
Indemnified Person has the meaning set forth in Section 11.3.
Seller Indemnified Party has the meaning set forth in Section 7.2.
Purchaser Indemnified Parties has the meaning set forth in Section 8.2.
Buyer Indemnified Party has the meaning set forth in Section 8.2.
Seller Indemnitees has the meaning set forth in Section 8.03.
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.
D&O Indemnified Party has the meaning set forth in Section 5.8(a).
Purchaser Indemnitees has the meaning set forth in Section 7.02.
Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

Indemnified D&O Parties definition

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