Indemnitee Statement definition

Indemnitee Statement means a written demand by the Indemnitee to a Company for a payment pursuant to Section 2(b) of this Agreement, accompanied by a written statement, dated the date of such statement, from the Indemnitee to a Company in which the Indemnitee (i) affirms, with respect to the applicable Indemnifiable Event, the Indemnitee’s good faith belief that the Indemnitee has met the relevant standard of conduct described in Subdivision E of Part 8 of the Massachusetts Business Corporation Act or that the Proceeding involves conduct for which liability has been eliminated under such Company’s articles of organization or bylaws and (ii) undertakes to repay any funds paid in advance of a final disposition of a Proceeding (or funds paid directly by a Company advance of a final disposition of a Proceeding) if, with respect to the applicable Indemnifiable Event, the Indemnitee is not entitled to indemnification under applicable law as ultimately determined by a court of competent jurisdiction or by the Reviewing Party that the Indemnitee has not met the relevant standard of conduct described in Subdivision E of Part 8 of the Massachusetts Business Corporation Act.
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Indemnitee Statement means a written demand by the Indemnitee to the Company for a payment pursuant to Section 2(c) of this Agreement, accompanied by a written statement from the Indemnitee to the Company in which the Indemnitee (i) affirms, with respect to the applicable Indemnifiable Matter, the Indemnitee’s good faith belief that the Indemnitee has met the relevant standard of conduct described in Section 145 of the Delaware General Corporation Law or that the Proceeding involves conduct for which liability has been eliminated under such Company’s certificate of incorporation or bylaws and (ii) undertakes to repay any funds paid in advance of a final disposition of a Proceeding (or funds paid directly by the Company advance of a final disposition of a Proceeding) if, with respect to the applicable Indemnifiable Matter, the Indemnitee is not entitled to indemnification under applicable law as ultimately determined by a court of competent jurisdiction.
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Examples of Indemnitee Statement in a sentence

  • The Indemnitee shall qualify for advancement of Expenses solely upon the execution and delivery to a Company of the Indemnitee Statement.

  • Any costs or expenses (including attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating with the Reviewing Party, as the case may be, making such determination shall be advanced and borne by the Companies (where the Indemnitee executes and delivers to the Company the Indemnitee Statement) irrespective of the determination as to the Indemnitee’s entitlement to indemnification) and the Companies are liable to indemnify and hold the Indemnitee harmless therefrom.

  • The Indenmitee shall qualify for advancement of Expenses solely upon the execution and delivery to a Company of the Indemnitee Statement.

  • The Indemnitee shall qualify for advancement of Expenses solely upon the execution and delivery to the Company of the Indemnitee Statement.

Related to Indemnitee Statement

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

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

  • Tax Indemnitee as defined in Section 3.01(5).

  • E-Statement means an electronic version of daily confirms, monthly, quarterly or annual statements, and shareholder tax statements created with investor transaction data housed on DST’s TA2000® mutual fund record keeping system, with images available online via a secure web site.

  • Closing Date Statement has the meaning set forth in Section 2.06(b).