Indemnified Position definition

Indemnified Position shall refer to any position held by the Director, or pursuant to which the Director acts, as an officer, director, employee, partner, trustee, fiduciary, administrator or agent of the Company or a Related Party.
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Examples of Indemnified Position in a sentence

  • All obligations of the Corporation contained in this Agreement shall continue during the period the Indemnified Party is in an Indemnified Position and thereafter so long as the Indemnified Party shall be subject to any possible claim or threatened, pending or completed Proceeding, by reason of the fact that the Indemnified Party was in an Indemnified Position for the Corporation or any Other Entity.

  • For the avoidance of doubt, this Agreement shall apply to the entire period of the Indemnified Party’s service in an Indemnified Position, including, without limitation, the Indemnified Party’s service as a director of the Company prior to the Effective Date.

  • All agreements and obligations of the Corporation contained herein shall continue during the period Indemnitee is serving and shall continue thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was serving in an Indemnified Position.

  • The rights conferred on Indemnitee by this Agreement shall continue after he or she has ceased to serve in an Indemnified Position and shall inure to the benefit of Indemnitee's heirs, executors and administrators.

  • The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligation imposed on the Corporation hereby in order to induce Indemnitee to continue to serve in an Indemnified Position, and acknowledges that Indemnitee is relying upon this Agreement in continuing in such capacity.

  • As used in this section, an "interested" director is one against whom in the capacity of an Indemnified Position the Proceeding in question or another Proceeding on the same or similar grounds is then pending or threatened, and a "Disinterested Director" is any director who is not an interested director.

  • For the avoidance of doubt, this Agreement shall apply to the entire period of the Indemnified Party’s service in an Indemnified Position.

Related to Indemnified Position

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

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

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

  • 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 Amount has the meaning set forth in Section 8.01.

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

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

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

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

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

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

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

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

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

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

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

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

  • Indemnified Amounts The meaning specified in Section 10.1(a).

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

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

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

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

  • Investor Indemnified Party is defined in Section 4.1.

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).