Indemnified Individuals definition

Indemnified Individuals means each of the individuals who at any time were officers or directors of Hexcel and their respective heirs and personal and legal representatives.
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Indemnified Individuals has the meaning set forth in Section 6.5(a).
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Indemnified Individuals has the meaning set forth in Section 4.14.
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Examples of Indemnified Individuals in a sentence

  • Notwithstanding the foregoing, if at any time Hexcel does not maintain D&O Insurance for its then current directors, the D&O Insurance referred to in the preceding sentence for the Indemnified Individuals need only be maintained to the extent it is available on commercially reasonable terms.

  • The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Indemnified Individuals may be entitled under the Company’s Certificate of Incorporation or By-laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

  • The obligations to indemnify and hold harmless any party pursuant to Sections 7.01, 7.02, 4.07(e) and 4.10 and the Indemnified Individuals pursuant to Section 4.14 shall not terminate.

  • To the extent of any payment under this Article, MAST: (i) shall be subrogated to all the Indemnified Individual's rights of recovery from any other person or entity and, as a condition precedent to any indemnification under this Article VIII, such Indemnified Individual shall execute all reasonable documents and take all reasonable actions requested by MAST to implement MAST's right of subrogation, and (ii) hereby waives any right of subrogation against or contribution from an Indemnified Individual.

  • The provisions of this Section 5.11 shall survive the consummation of the transactions contemplated by this Agreement and expressly are intended to benefit, and are specifically enforceable by, each of the Indemnified Individuals.

  • For a period of six (6) years after the Closing, Parent shall not (and shall not cause or permit the Surviving Corporation or any of its Subsidiaries to) amend or modify such provisions in any way adverse to the Indemnified Individuals.

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

  • Section 4.4(b) Indemnified Individuals ..........................................................................

  • The failure of such Indemnified Individual to give notice of any claim for indemnification promptly shall not adversely affect such Indemnified Individual's right to indemnity hereunder except to the extent that such failure adversely affects the right of the Company to assert any reasonable defense to such claim.

  • For a period of six (6) years after the Closing, Parent shall not (and shall not cause or permit the Surviving Company or any of its Subsidiaries to) amend or modify such provisions in any way adverse to the D&O Indemnified Individuals.


More Definitions of Indemnified Individuals

Indemnified Individuals each present and former (in each case, as of immediately prior to the Closing) officer, director, manager, agent, employee or fiduciary of the Company Group.
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Indemnified Individuals shall have the meaning set forth in Section 5.7(a) of this Agreement.
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Indemnified Individuals. 7.1(a) "Indemnitee" 10.3 "IP License Agreements" 4.11(a) "JAMS" 12.16(a) "Leases" 4.7(b) "Lenders"
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Indemnified Individuals has the meaning set forth in Section 8.19(a). “Indemnified Party” means any member of the Seller Group or the Buyer Group who or which may seek indemnification under this Agreement. “Indemnifying Party” means a party against whom indemnification may be sought under this Agreement. “Indemnity Reduction Amounts” has the meaning set forth in Section 12.5(a). “Intellectual Property” means all Patents and Trademarks and Trade Secrets. “June 30 Balance Sheet” has the meaning set forth in Section 5.7. “Knowledge”, with respect to the Acquired Companies, means the actual knowledge of Xxxxxx X. Xxxxx, Xxxx X. Xxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxxxxx, Xxxxxx X. Xxxxxxx and Xxxxx Xxxxxxx, in each case as of the date of this Agreement, and not any constructive or imputed knowledge of Seller or any of its Affiliates (including the Acquired Companies) or any of their respective directors, officers, employees, partners, managers, members or other Representatives. “Laws” means all applicable laws, statutes, constitutions, rules, regulations, judgments, rulings, orders, decrees, injunctions and determinations of Governmental Entities. “Leases” has the meaning set forth in Section 5.9(a). “Legacy Site Environmental Costs” means any necessary costs or expenses resulting from (i) Remedial Action required by an enforcement order or decree entered by a Governmental Entity pursuant to Environmental Laws or required as a result of a final and non-appealable enforcement order or decree entered by a Governmental Entity in connection with any third party claim for Remedial Action, (ii) claims by any third party against any Acquired Company for injury to health (including disease or death) or damage to real or personal property or damage to natural resources, or (iii) claims by any third party against any Acquired Company for indemnification under any indemnification obligations of the Acquired Companies (whether arising from contract or otherwise) existing as of the Closing Date; in each case set forth in clauses (i), (ii) and (iii), that are actually paid following the Closing Date by Buyer or any of the Acquired Companies, but only to the extent such costs or expenses result from or relate to the actual or alleged emission, transportation, disposal, discharge or release prior to the Closing Date of any Hazardous Substances at, on, from or under any Former Facilities (other than on, from, under or affecting any facilities or other 7
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Indemnified Individuals has the meaning set forth in Section 9.14(a).
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Related to Indemnified Individuals

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

  • Indemnified Items shall have the meaning assigned to such term in Section 2(b).

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

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • 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).

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

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

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Indemnified Persons has the meaning assigned to such term in Section 7.12(c).

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

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

  • 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.

  • Related Indemnified Person of an indemnified person means (a) any controlling person or controlled affiliate of such indemnified person, (b) the respective directors, officers, or employees of such indemnified person or any of its controlling persons or controlled affiliates and (c) the respective agents of such indemnified person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such indemnified person, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of this Agreement and the Term Loans.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

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

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

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

  • Indemnified Parties shall have the meaning assigned to such term in Section 7.2.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(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.

  • Fund Indemnified Persons means, the Fund and its affiliates and trustees, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Holders under Section 7.

  • Holder Indemnified Persons means, with respect to each Holder, such Holder and its Affiliates and directors, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Fund under Section 7 of this Agreement.

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