Indemnified Employees definition

Indemnified Employees means all present and former directors, managers, officers, employees and agents of the Company and all present or former directors, managers, officers, employees, agents or trustees of any Benefit Plan, and the term “Indemnified Employee” means any one of the foregoing Indemnified Employees.
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Indemnified Employees shall have the meaning given such term in Section 7.05 hereof.
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Indemnified Employees shall have the meaning set forth in Section 6.6(a).
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Examples of Indemnified Employees in a sentence

  • The obligations of the Debtors to indemnify the Indemnified Employees shall be deemed and treated as executory contracts and shall be assumed by the Debtors (and, if such contract is assumed by a Debtor other than AOLA, assigned to Reorganized AOLA LLC) pursuant to the Plan and section 365 of the Bankruptcy Code as of the Effective Date.

  • The obligations of Reorganized AOLA LLC to indemnify the Indemnified Employees shall be funded, to the extent necessary, by the Liquidating LLC.

  • Nothing in this Agreement, express or implied, shall confer on any Person other than the parties hereto, and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, including third party beneficiary rights, except that the Indemnified Employees shall be third party beneficiaries of Section 7.5 and the Sellers’ Committee shall be a third party beneficiary of this Agreement.

  • Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person other than Purchaser, Parent, or their respective successors or permitted assigns, any legal or equitable rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement; provided, that, notwithstanding the foregoing, in the event the Closing occurs, the Indemnified Employees are intended third-party beneficiaries of, and shall be entitled to the protections of, Section 5.1.

  • If an Affiliate of a current Partner, a former Partner, an Affiliate of a former Partner or their respective Indemnified Employees are entitled to be indemnified, held harmless or defended under Sections 3.6(c), 7.3(c) and/or 10.2, then such Affiliate (other than an Indemnified Employee) or such former Partner may exercise and administer such right of indemnity, hold harmless and defense on behalf of itself, its Affiliates and their respective Indemnified Employees as if it were a Partner hereunder.

  • Nothing in this Agreement, express or implied, shall confer on any Person other than the parties hereto, and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, including, without limitation, third party beneficiary rights, except that the Indemnified Employees shall be third-party beneficiaries of Section 6.5, and the Financing Sources shall be third-party beneficiaries of Sections 8.2(c), 8.4(c), 10.8, 10.12 and 10.13.

  • For a period of six years after the Closing Date, Acquiror will cause the Surviving Corporation to maintain on terms no less favorable than the current terms, and to honor in accordance with such terms, the provisions of the governing documents of the Company as in effect on the date hereof with respect to exculpation and indemnification of the Indemnified Employees (including provisions relating to contribution and advancement of expenses).

  • This Section 8.4 shall indefinitely survive the Closing Date and is intended to benefit the Company and the Indemnified Employees, shall be binding on all successors and assigns of the Company and shall be enforceable by the Indemnified Employees.

  • The parties acknowledge and agree that the provisions of this Section 6.8 are primarily for the benefit of the Indemnified Employees and the Indemnified Employees shall have third-party beneficiary rights under this Section 6.8 and shall be entitled to enforce their rights hereunder.

  • After the Effective Time, Buyer and the Surviving Corporation shall establish such additional indemnification arrangements in favor of the Indemnified Employees as may be necessary so that the Indemnified Employees shall have the benefit of the maximum indemnification arrangements available to the directors and officers of the Surviving Corporation for all events or actions occurring subsequent to the Effective Time.


More Definitions of Indemnified Employees

Indemnified Employees shall have the meaning ascribed to such term in Section 5.11(a). "Indemnity Claim" shall have the meaning ascribed to such term in Section 7.3(d).
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Indemnified Employees has the meaning set forth in Section 11.2(a).
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Indemnified Employees means all present, and former directors, managers, officers, employees and agents of the Company and Seller (to the extent such employees and agents of Seller have provided services in connection with the Business), and the term “Indemnified Employee” means any one of the foregoing Indemnified Employees.
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Indemnified Employees means the individuals who were officers, directors and employees of PPRX or PRXA on or prior to the Closing.
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Related to Indemnified Employees

  • Specified Employees means Xxxxxx X. Xxxxx, Xxxxxx X. Xxxxxx, Xxxx X. XxXxxxx, Xxxxx X. Xxxxxx, Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxx, Xxxxxx Uyermatsu, Xxxxxx X. XxXxxx, Xxxxx Xxxxxxx, Xx., Xxxxxx Xxxxxxx, Xx., Xxxxxx X’Xxxxx, Xxxxx Xxxxxx and Xxxx Xxxxxxxxx.

  • Specified Employee means an employee who at the time of Separation from Service is a key employee of the Bank, if any stock of the Bank is publicly traded on an established securities market or otherwise. For purposes of this Agreement, an employee is a key employee if the employee meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at any time during the twelve (12) month period ending on December 31 (the “identification period”). If the employee is a key employee during an identification period, the employee is treated as a key employee for purposes of this Agreement during the twelve (12) month period that begins on the first day of April following the close of the identification period.

  • Qualified employment position means a permanent full-time

  • Qualified employee means an individual who:

  • Qualified employer means the federal government.

  • Classified employee means a member of the unit.

  • Tipped employee means any employee engaged in an occupation in which s/he customarily and regularly receives more than $30 per month in tips. Tips include amounts designated as a tip by credit card customers on their charge slips. Nothing in this rule prevents an employer from requiring employees to share or allocate such tips or gratuities on a pre-established basis among other employees who customarily and regularly receive tips. Employer-required sharing of tips with employees who do not customarily and regularly receive tips, such as management or food preparers, or deduction of credit card processing fees from tipped employees, shall nullify allowable tip credits towards the minimum wage.

  • 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.

  • Excluded Employees shall have the meaning set forth in Section 5.1.2.

  • Separation from Service or “Separates from Service” means a “separation from service” within the meaning of Section 409A of the Code.

  • 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.

  • Disability benefit recipient means a member who is receiving a disability benefit.

  • Includible Compensation means an Employee’s actual wages in box 1 of Form W-2 for a year for services to the Employer, but subject to a maximum of $245,000 (or such higher maximum as may apply under section 401(a)(17) of the Code) and increased (up to the dollar maximum) by any compensation reduction election under section 125, 132(f), 401(k), 403(b), or 457(b) of the Code (including any Elective Deferral under the Plan). Beginning in 2009 and thereafter, such term also includes any “differential pay” that may be received from the Employer while performing qualified military service under section 414(u) of the Code. The amount of Includible Compensation is determined without regard to any community property laws.

  • Section 409A Deferred Compensation means compensation provided pursuant to an Award that constitutes nonqualified deferred compensation within the meaning of Section 409A.

  • Retained Employees has the meaning set forth in Section 6.1.1.

  • Section 409A of the Code means the nonqualified deferred compensation rules under Section 409A of the Code and any applicable treasury regulations and other official guidance thereunder.

  • 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.

  • Earned Compensation means any Annual Base Salary earned, but unpaid, for services rendered to the Company on or prior to the date on which the Employment Period ends pursuant to Section 3(a) (but excluding any salary and interest accrued thereon payment of which has been deferred).

  • Protected Employees means employees of the Company or its affiliated companies who were employed by the Company or its affiliated companies at any time within six (6) months prior to the Determination Date.

  • Current Compensation means all regular wage, salary and commission payments paid by the Company to a Participant in accordance with the terms of his or her employment, but excluding annual bonus payments and all other forms of special compensation.

  • 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

  • Retained Employee does not include any individual who has a direct or an indirect ownership interest of at least five percent (5%) in the profits, equity, capital, or value of the Taxpayer, or a child, grandchild, parent, or spouse, other than a spouse who is legally separated from the individual, of any individual who has direct or indirect ownership interest of at least five percent (5%) of the profits, equity, capital or value of the Company.

  • Designated Employer Representative (DER) means a designated school district representative authorized to take immediate action to remove employees from safety-sensitive duties, to make required decisions in the testing and evaluation process, and to receive test results and other communications for the school district.

  • Designated Employees means a person occupying any of the following position in the Company:

  • Ceased employment means anyone who has exited the organisation for whatever reason, including resignations, redundancies and dismissals.

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