Indemnitee Affiliates definition

Indemnitee Affiliates has the meaning specified in Section 8.01(c).
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Indemnitee Affiliates has the meaning set forth in Section 6.10(c).
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Indemnitee Affiliates has the meaning set forth in Section 5.6(d).
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More Definitions of Indemnitee Affiliates

Indemnitee Affiliates has the meaning set forth in Section 8.02(d). “Indemnity Cap” has the meaning set forth in Section 7.02. “Independent Accountant” has the meaning set forth in Section 1.05(b). “Intellectual Property” means all domestic and foreign intellectual property including: (i) patents, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (ii) copyrights, copyright registrations and applications for copyright registration; (iii) mask works, mask work registrations and applications for mask work registrations; (iv) designs, design patent registrations, design patent registration applications, industrial design applications and registrations and integrated circuit topographies; (v) trade names, business names, corporate names, domain names, website names and world wide web addresses, common law trade-marks, trade-mark registrations, trade mark applications, trade dress and logos; (vi) Software; (vii) the goodwill associated with any of the foregoing; and (viii) all other intellectual property rights. “Interim Financial Date” means April 30, 2024. “Interim Financial Information” means the monthly unaudited financial information of Acquired Entities for the period from and including January 1, 2024 and ending on the Interim Financial Date. “Interim Period” means the period from the date of this Agreement to the Effective Time. “Investment Canada Act” means the Investment Canada Act, as amended, and the rules and regulations promulgated thereunder. “Investment Canada Act Termination Fee” has the meaning set forth in Section 9.03(b). “Investment Canada Act Approval” means (a) more than 45 days have elapsed from the date on which the notification with respect to the Transaction sent by Buyer to the Director of Investments is certified complete pursuant to subsection 13(1) of the Investment Canada Act and Buyer shall not have received a notice under subsection 25.2(1) or 25.3(2) of the Investment Canada Act within the prescribed periods or (b) if Buyer has received a notice under subsection 25.2(1) or 25.3(2) of the Investment Canada Act within the prescribed periods, Buyer has subsequently received (i) a notice referred to in paragraph 25.2(2)(a) of the Investment Canada Act, (ii) a notice referred to in paragraph 25.2(2)(b) of the Investment
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Indemnitee Affiliates has the meaning set forth in Section 7.03(d). “Indemnity Escrow Account” means the account established by the Escrow and Paying Agent to hold the Indemnity Escrow Funds pursuant to the terms of the Escrow and Paying Agent Agreement. “Indemnity Escrow Amount” means $750,000. “Indemnity Escrow Funds” means, as of any date of determination, the excess (if any) of the Indemnity Escrow Amount (disregarding any interest accrued on the Indemnity Escrow Amount) minus the sum of all distributions and other payments to any Person from the Indemnity Escrow Account paid pursuant to the terms of the Escrow and Paying Agent Agreement on or prior to such date of determination. “Insider” has the meaning set forth in Section 4.20. “Intellectual Property” means all intellectual property rights of any type in any jurisdiction, including all (a) trade names, trademarks, service marks and certification marks (registered and unregistered), brands, logos, domain names, entity names, social media accounts and user names (including “handles”), websites, URLs, web pages and associated web addresses, trade dress and similar rights and applications to register any of the foregoing (collectively, “Marks”); (b) patents and patent applications (whether provisional or non-provisional) and renewals thereof, and rights in respect of utility models or industrial designs and including divisionals, continuations, continuations-in-part, substitutions, reissues, reexaminations, extensions, or restorations of any of the foregoing, and other Governmental Body-issued indicia of invention ownership (including certificates of invention, xxxxx patents, and patent utility models); (c) copyrights, works of authorship (whether or not copyrightable) and mask works, and registrations, applications and renewals therefor and thereof; (d) know-how, show-how, inventions (whether or not patentable), discoveries, improvements, tools, methods, processes (whether or not patentable), and techniques; (e) trade secrets, confidential information, technology, business and technical information, rights in Software (including source code and object code), data, databases and documentation thereof and other confidential and proprietary information and all rights therein; and (f) goodwill associated with any of the foregoing and any registrations or applications for registration or renewals of any of the foregoing. “Interim Financial Statements” has the meaning set forth in Section 4.06(a). “Internal Reorganization Docume...
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Related to Indemnitee Affiliates

  • Licensee Indemnitees has the meaning set forth in Section 11.2.

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

  • Related Indemnitee Group has the meaning specified in Section 4.02(b) of the Participation Agreement.

  • SpinCo Indemnitees shall have the meaning set forth in Section 4.3.

  • 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).

  • Licensor Indemnitees has the meaning set forth in Section 9.1.

  • 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).

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

  • 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.

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

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

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

  • Indemnitee Agent Party as defined in Section 9.6.

  • 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.

  • Affiliated Party means, with respect to any Purchaser, any person or entity which, directly or indirectly, controls, is controlled by or is under common control with such Purchaser, including, without limitation, any general partner, officer or director of such Purchaser and any venture capital fund now or hereafter existing which is controlled by one or more general partners of, or shares the same management company as, such Purchaser.

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

  • Seller Indemnitees has the meaning set forth in Section 8.03.

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

  • Parent Indemnitees has the meaning set forth in Section 8.02.

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

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

  • Investor Indemnitees shall have the meaning set forth in Section 5.01.

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

  • Buyer Indemnitees has the meaning set forth in Section 8.02.