Indemnified Officers and Directors definition

Indemnified Officers and Directors has the meaning set forth in Section 6.5(b).
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Indemnified Officers and Directors shall have the meaning given in Section 10.3.
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Indemnified Officers and Directors means those individuals set forth on Schedule 1.1(b).
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Examples of Indemnified Officers and Directors in a sentence

  • The procedures associated with such indemnification shall be the same (or in any event no less favorable to the Indemnified Officers and Directors) as those associated with the Indemnified Officer and Director’s indemnification from the Company immediately prior to the date hereof (provided, however, that Buyer shall have no obligation under any “change-in-control” or similar provisions.

  • Upon written request of any one or more Indemnified Officers and Directors, the Board of Directors may, in its reasonable discretion, apply funds that would be used in respect of the defense of an indemnified claim to the settlement thereof if such settlement payment will be less than the reasonably anticipated cost of such a defense and such application would be in the best interests of Reorganized RBX.

  • Nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement other than the Indemnified Officers and Directors, to the extent set forth in Section 6.5 (which Section 6.5 is intended for the benefit of such persons covered thereby and may be enforced by such persons).

  • Reorganized RBX shall obtain and maintain for a period of not less than five (5) years pre-paid, fully-earned premium, indemnity insurance policies ("Post-Confirmation Policies") covering the Indemnified Officers and Directors and the officers and directors of the Reorganized RBX on terms no less favorable than are provided in the Current Policies, having terms of no less than five (5) years.

  • The procedures associated with such indemnification shall be the same (or in any event no less favorable to the Indemnified Officers and Directors) as those associated with the Indemnified Officer and Director’s indemnification from the applicable Company Entity immediately prior to the date hereof (provided, however, that Buyer shall have no obligation under any “change-in-control” or similar provisions.

  • Reorganized RBX will obtain and maintain for a period of not less than five (5) years pre-paid, fully-earned premium, indemnity insurance policies ("Post-Confirmation Policies") covering the Indemnified Officers and Directors and the officers and directors of the Reorganized RBX on terms no less favorable than are provided in the Current Policies, having terms of no less than five (5) years.

  • To the extent Buyer has purchased, or has caused the Company to purchase, director's and officer's insurance, Buyer shall maintain coverage for the Indemnified Officers and Directors.

  • The procedures associated with such indemnification shall be the same (or in any event no less favorable to the Indemnified Officers and Directors) as those associated with the Indemnified Officer and Director’s indemnification from the applicable Company Entity immediately prior to the date hereof (provided, however, that Buyer shall have no obligation under any “change-in-control” or similar provisions other than as set forth in Section 6.9).

  • The provisions of this Section 6.2(e) are intended for the benefit of, and shall be enforceable by, each of the Indemnified Officers and Directors, his or her heir and his or her personal representative and shall be binding on all successors and assigns of Buyer and the Company.

  • Section 8.2.3 The Company Indemnifying Parties shall not have any right of contribution from Parent, Buyer, the Company, the Surviving Corporation or their Affiliates with respect to any Loss claimed by a Buyer Indemnified Party under Section 8.2.1; provided, however, that nothing in this Section 8.2.3 shall limit, restrict or otherwise impair the rights of any Indemnified Officers and Directors under the terms of Section 5.13.

Related to Indemnified Officers and Directors

  • Officers Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 12.05 hereof.

  • Directors means the directors for the time being of the Company.

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

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

  • Register of Directors and Officers means the Register of Directors and Officers referred to in these Bye-laws;

  • 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.

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

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

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

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

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

  • 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);

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

  • 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.

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

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

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

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

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

  • BD Officer means each officer or employee of BD designated as a "BD Officer" for purposes of this Agreement in a communication to the Auction Agent.

  • Controlling Persons means the natural persons who exercise control over an Entity. In the case of a trust, such term means the settlor, the trustees, the protector (if any), the beneficiaries or class of beneficiaries, and any other natural person exercising ultimate effective control over the trust, and in the case of a legal arrangement other than a trust, such term means persons in equivalent or similar positions. The term “Controlling Persons” shall be interpreted in a manner consistent with the Financial Action Task Force Recommendations.

  • Director or officer means any of the following:

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

  • Parent Directors means the Directors elected or appointed pursuant to Articles 53 – 56 inclusive;