Indemnified Employee definition

Indemnified Employee means any individual entitled to indemnification by the Debtors solely by reason of such individual’s service as a director, officer or manager (in the case of a limited liability company) of one or more of the Debtors, or as a director, officer or manager (in the case of a limited liability company) of any other corporation, partnership, joint venture or other enterprise, including, without limitation, direct or indirect subsidiaries of the Debtors and any individual disclosed in a notice to be included in the Plan Supplement, in each case, solely to the extent provided in the Debtors’ constituent documents, the D&O Insurance Policy, by a written agreement with the Debtors or pursuant to applicable Delaware General Corporation Law (for the avoidance of
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Indemnified Employee means any one of the foregoing Indemnified Employees.
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Indemnified Employee has the meaning set forth in Section 6.18.
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Examples of Indemnified Employee in a sentence

  • This written request shall contain a declaration that Nicolet shall have the right to exercise all rights and remedies available to such Indemnified Party or Indemnified Employee against any other Party arising out of or related to the Indemnification Proceeding for which indemnification is being sought and that the Indemnified Party or Indemnified Employee has assigned to Nicolet all such rights and remedies.

  • Notwithstanding any other provision of this Agreement, in order for any Indemnified Party or Indemnified Employee to be entitled to indemnification under this Agreement, such Indemnified Party or Indemnified Employee must make a written request to Nicolet.

  • Nicolet shall have no obligation to indemnify any Indemnified Party or Indemnified Employee under this Agreement if and to the extent that such Indemnified Party or Indemnified Employee has previously received indemnification or allowance for Expenses from any Party in connection with the same Indemnification Proceeding.

  • The provisions of this Section 6.4 shall survive consummation of the Merger and the Bank Merger and are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, each Indemnified Employee, his or her heirs, and his or her legal representatives.

  • Any determination of whether an Indemnified Employee shall receive reimbursement for Expenses as such Expenses are incurred pursuant to this Section 6.4(f) shall be made at the sole and exclusive discretion of Nicolet.

  • The provisions of this Section 5.1 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Employee, his or her heirs, executors or administrators and his or her other Representatives.

  • Any determination of whether an Indemnified Employee shall receive indemnification pursuant to this Section 6.4(d) shall be made at the sole and exclusive discretion of Nicolet.

  • Any determination of whether an Indemnified Employee shall receive reimbursement for Expenses as such Expenses are incurred pursuant to this Section 6.3(f) shall be made at the sole and exclusive discretion of Nicolet.

  • Any determination of whether an Indemnified Employee shall receive indemnification pursuant to this Section 6.3(d) shall be made at the sole and exclusive discretion of Nicolet.

  • In the event of any such Action, Purchaser shall cooperate with the Indemnified Employee in the defense of any such Action.


More Definitions of Indemnified Employee

Indemnified Employee shall have the meaning given to such term in Section 15.9.
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Indemnified Employee is defined in Section 5.11.
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Indemnified Employee has the meaning ascribed thereto in Section 7.04.
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Related to Indemnified Employee

  • Specified Employee means a key employee (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of the Company if any stock of the Company is publicly traded on an established securities market or otherwise.

  • Qualified employee means an individual who:

  • Qualified employer means the federal government.

  • Classified employee means an employee in the classified service, or an employee currently on leave from the classified service in accordance with established Merit Rules governing leave.

  • Specified Employees means Xxxxx Xxxxxxx, Xxxxx Xxxx, Xxx Xxxxxxxx, Xxx Xxxxxxxx, Xxxx Xxxxx, Xxx Xxxxx, Xxx XxXxxxx, Xxxx Xxxxxxxxx, Xx Xxxxxx, Xxxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxxxxx, Xxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxx Xxxxxx, Xxxx Xxxxxx and Xxxxxx Xxxxxx.

  • Separation from Service means a “separation from service” (within the meaning of Section 409A).

  • Qualified individual with a disability means an individual with a disability who satisfies the requisite skill, experience, education and other job-related requirements of the employment position such individual holds or desires, and who, with or without reasonable accommodation, can perform the essential functions of such position.

  • Salaried Employee means an employee who is not covered by the Fair Labor Standards Act who regularly receives each pay period a predetermined amount constituting all or part of compensation. This base salary cannot be reduced because of variations in the quality or quantity of work performed.

  • Key Employee means any executive-level employee (including, division director and vice president-level positions) as well as any employee who, either alone or in concert with others, develops, invents, programs, or designs any Company Intellectual Property (as defined in the Purchase Agreement).

  • Excluded Employee means an employee as defined in section 3527, subd. (b) of the Government Code (Ralph C. Dills Act) except those excluded employees who are designated managerial pursuant to section 18801.1 of the Government Code.

  • Protected individual ’ means an individual who (A) is a citizen or national of the United States, or (B) is an alien who is lawfully admitted for permanent residence, is granted the status of an alien lawfully admitted for temporary residence under 8 U.S.C. § 1160(a) or 8 U.S.C. § 1255a(a)(1), is admitted as a refugee under 8 U.S.C. § 1157, or is granted asylum under Section 8 U.S.C. § 1158; but does not include

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • Non-Key Employee means any Employee who is not a Key Employee.

  • Change in Control Severance Benefits means the benefits payable pursuant to Section 3 of this Agreement.

  • Qualifying Employee means any employee of Managing Agent or Parent or any of their respective subsidiaries who is and has been an employee of Managing Agent or Parent or any of their respective subsidiaries for at least thirty-six (36) months.

  • Severance from Service Date means the earlier of:

  • Protected Employee means any employee of the Company or an Affiliate who was employed by Company or an Affiliate at any time within six (6) months prior to the termination of Grantee’s employment for any reason or any earlier date of an alleged breach by Grantee of the restrictions in Section 17 hereof.

  • Qualified individual means an individual who:

  • Covered Employee means an employee who is a “Covered Employee” within the meaning of Section 162(m) of the Code.

  • Separation Payment means any lump sum cash payment in excess of Earned Salary and Accrued Obligations payable to Employee under this Agreement.