Indemnified Officer and Director definition

Indemnified Officer and Director is defined in Section 6.8.

Examples of Indemnified Officer and Director in a sentence

  • The provisions of this Section 5.15 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Officer and Director, his or her heirs, and his or her representatives.

  • This Section 3.10 shall not limit or otherwise adversely affect any rights any Indemnified Officer and Director may have under any agreement with AEL or under AEL's Articles of Incorporation or Bylaws.

  • The provisions of this Section 6.5 are intended to be for the benefit of, and enforceable by, each such Indemnified Officer and Director of the Company immediately prior to the Effective Time and his or her heirs and representatives, and nothing herein shall affect any indemnification rights that any such party and his or her heirs and representatives may have under the certificate of incorporation or bylaws of the Company or any contract or applicable law and shall be enforceable by all such parties.

  • The provisions of this Section 6.5 are intended to be for the benefit of, and enforceable by, each such Indemnified Officer and Director of Company immediately prior to the Effective Time and his or her heirs and representatives, and nothing herein shall affect any indemnification rights that any such party and his or her heirs and representatives may have under the certificate of incorporation or bylaws of Company or any contract or applicable law and shall be enforceable by all such parties.

  • Each Indemnified Officer and Director is intended to be a third party beneficiary of this Section 3.10 and may specifically enforce its terms.

Related to Indemnified Officer and Director

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

  • 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);

  • Independent Fund Director means an independent director of an investment company advised by Invesco.

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

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

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

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

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

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

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

  • Fiduciary Indemnified Person means each of the Institutional Trustee (including in its individual capacity), the Delaware Trustee (including in its individual capacity), any Affiliate of the Institutional Trustee or the Delaware Trustee, and any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Institutional Trustee or the Delaware Trustee.

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

  • 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.

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

  • 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.

  • Indemnified Claim has the meaning set forth in Section 8.2.

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

  • Indemnifier means any Party obligated to provide indemnification under this Agreement;

  • Director or officer means any of the following:

  • 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).

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

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • Investor Indemnified Party is defined in Section 4.1.

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