Indemnified Executive definition

Indemnified Executive means each present and former director and officer of the Company.
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Indemnified Executive means each present and former Company Member and manager of the Company.
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Examples of Indemnified Executive in a sentence

  • Except to the extent Surviving Corporation is merged into Key or its affiliates, the Surviving Corporation's articles of incorporation and bylaws shall not be amended in a manner that adversely affects the rights of any Indemnified Executive thereunder unless otherwise required by applicable law.

  • Each Indemnified Executive is intended to be a third party beneficiary of this Section 8.5 and may specifically enforce its terms.

  • The termination of any pending or threatened action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, in and of itself, create a presumption or otherwise constitute evidence that the Indemnified Executive did not satisfy standards for indemnification set fort in this paragraph.

  • Further, an Indemnified Executive will not be entitled to indemnification the extent a court of competent jurisdiction determines that such Indemnified Executive acted with bad faith, or willful misconduct.

  • No Indemnified Executive may settle any such claim without the prior written approval of the Buyer, unless such approval is unreasonably withheld or delayed.

  • This Section 8.5 shall not limit or otherwise adversely affect any rights any Indemnified Executive may have under any agreement with QSI or under QSI's articles of incorporation or bylaws.

Related to Indemnified Executive

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

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

  • Indemnifiable Person means any person who is or was a director, officer, trustee, manager, member, partner, employee, attorney, consultant, member of an entity’s governing body (whether constituted as a board of directors, board of managers, general partner or otherwise) or other agent or fiduciary of the Company or a Subsidiary or Affiliate of the Company.

  • Indemnified Matter has the meaning specified in Section 11.4 (Indemnities).

  • indemnified representative means any and all directors and officers of the corporation and any other person designated as an indemnified representative by the board of directors of the corporation (which may, but need not, include any person serving at the request of the corporation, as a director, officer, employee, agent, fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise);

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

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

  • Indemnitee has the meaning assigned to such term in Section 9.03(b).

  • Indemnifiable Event means any event or occurrence related to Indemnitee’s service for the Company or any Subsidiary or Affiliate as an Indemnifiable Person (as defined below), or by reason of anything done or not done, or any act or omission, by Indemnitee in any such capacity.

  • Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).

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

  • 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 Party shall have the meaning set forth in Section 5(c).

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Covered Executive means any “executive officer” of the Company as defined under Rule 10D-1.

  • Indemnitees has the meaning specified in Section 10.04(b).

  • Final Adjudication has the meaning set forth in Section 5.5.

  • Nonqualifying Termination means a termination of the Executive’s employment (1) by the Company for Cause, (2) by the Executive for any reason other than a Good Reason, (3) as a result of the Executive’s death or (4) by the Company due to the Executive’s absence from his duties with the Company on a full-time basis for at least 180 consecutive days as a result of the Executive’s incapacity due to physical or mental illness.

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

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

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

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

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

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