Member Covered Person definition

Member Covered Person means (a) each Member (including in its capacity as tax matters partner hereunder, if applicable), (b) each Member’s officers, directors, liquidators, partners, equityholders, managers and members, (c) each Member’s Affiliates (other than the Company and its Subsidiaries) and each of their respective officers, directors, liquidators, partners, equityholders, managers and members and (d) any representatives, agents or employees of any Person identified in clauses (a)-(d) of this definition who the Board expressly designates as a Member Covered Person in a written resolution.
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Member Covered Person means (a) each current and former Member (including any Member in its capacity as Tax Matters Member, if applicable), (b) each current and former Member’s officers, directors, liquidators, partners, equity holders, managers and members, (c) each current and former Member’s Affiliates (other than the Company and its Subsidiaries) and each of their respective officers, directors, liquidators, partners, equity holder, managers and members and (d) any representatives, agents or employees of any Person identified in clauses (a)-(c) of this definition whom the Board expressly designates as a Member Covered Person in a written resolution.
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Member Covered Person means (i) the Sole Member, (ii) each current and former officer, director, liquidator, partner, equity holder, manager and member of the Sole Member, (iii) each current and former Affiliate of the Sole Member (other than the Company and its subsidiaries) and each of their respective officers, directors, liquidators, partners, equity holder, managers and members, and (iv) any representatives, agents or employees of any person identified in clauses (i)-(iii) of this definition who the Sole Member expressly designates as a Member Covered Person in a written resolution.
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Examples of Member Covered Person in a sentence

  • If any Person is both a Member Covered Person and a M&O Covered Person with respect to any Liabilities (excluding, for the avoidance of doubt, Liabilities in respect of any Excluded Claims), such Person shall be entitled to be indemnified for such Liabilities to the greatest extent that either a Member Covered Person or a M&O Covered Person is entitled to indemnification for such matters under this Agreement.

  • If the period of delay or non-performance continues for 10 Business Days, the party not affected may terminate this Contract by giving 10 Business Days written notice to the affected party.

  • A Member Covered Person or Manager Covered Person shall not be denied indemnification in whole or in part under this Section 10.2(b) because such Member Covered Person or Manager Covered Person had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

  • To the fullest extent permitted by applicable law, neither the Member nor its partners, members or equity holders nor any of their respective directors, managers, officers or employees (each individually, a “Member Covered Person” and, collectively, the “Member Covered Persons”) shall be liable or accountable in damages or otherwise to the Company for any act or omission done or omitted by any Member Covered Person.

  • The NAM comprised Ana Rusu, ODIHR Senior Election Adviser, and Goran Petrov, ODIHR Election Adviser.1 The purpose of the mission was to assess the pre-election environment and the preparations for the early parliamentary elections.

  • Reasonable expenses, including reasonable attorneys’ fees and disbursements, incurred by any Member Covered Person and relating to any proceeding in connection with which indemnification is sought under this Section 15 shall be advanced by the Company upon written demand by such Member Covered Person; provided that such Member Covered Person shall reimburse the Company for such expenses if it is finally determined that such Member Covered Person is not entitled to indemnification hereunder.

  • Notwithstanding the preceding sentence, the Company shall be required to indemnify a Member Covered Person in connection with a proceeding (or part thereof) commenced by such Member Covered Person only if the commencement of such proceeding (or part thereof) by the Member Covered Person was authorized in the specific case by the Members of the Company.

  • Notwithstanding anything to the contrary set forth herein, this Section 9.1(c) does not apply to any Member Covered Person in such Member Covered Person’s capacity as a party to an Affiliate Agreement or the breach of any Affiliate Agreement or Related Document.

  • Reasonable expenses, including reasonable attorneys’ fees and disbursements, incurred by a Member Covered Person and relating to any proceeding in connection with which indemnification is sought under this Section 13(a) shall be advanced by the Company upon written demand by such Member Covered Person; provided, however, that such Member Covered Person shall reimburse the Company for such expenses if it is finally determined that such Member Covered Person is not entitled to indemnification hereunder.

  • Notwithstanding anything to the contrary set forth herein, this Section 9.1(d) does not apply to any Member Covered Person in such Member Covered Person’s capacity as a party to an Affiliate Agreement or the breach of any Affiliate Agreement or Related Document.


More Definitions of Member Covered Person

Member Covered Person means (a) each Member (including any Member in its capacity as Tax Matters Member, if applicable), (b) each Member’s officers, directors, liquidators, partners, equityholders, managers and members, (c) each Member’s Affiliates (other than the Company and its Subsidiaries) and each of their respective officers, directors, liquidators, partners, equityholders, managers and members and (d) any representatives, agents or employees of any Person identified in clauses (a)-(c) of this definition whom the Board (with Requisite Member Approval) expressly designates as a Member Covered Person in a written resolution; provided, that, the Officers and other employees of the Company or its Subsidiaries shall not be Member Covered Persons (in their capacities as Officers or other employees of the Company or its Subsidiaries).
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Member Covered Person means, with respect to each Member, (a) such Member in its capacity as a Member (including in its capacity as Tax Matters Member, if applicable), (b) each of such Member’s officers, directors, liquidators, partners, equityholders, managers and members in their capacity as such, (c) each of such Member’s Affiliates (other than the Company) and each of their respective officers, directors, liquidators, partners, equityholders, managers and members in their capacity as such and (d) any representatives, agents or employees of any Person identified in clauses (a)-(c) of this definition who the Board expressly designates as a Member Covered Person in a written resolution.
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Member Covered Person means, with respect to each Member, (a) such Member in its capacity as a Member (including in its capacity as Tax Matters Partner, if applicable), (b) each of such Member’s officers, directors, liquidators, partners, equityholders, managers and members in their capacity as such, (c) each of such Member’s Affiliates (other than the Company and its Subsidiaries) and (d) each of their respective officers, directors, liquidators, partners, equity holders, managers and members in their capacity as such and any representatives, agents or employees of any Person identified in clauses (a)-(c) of this definition whom the Management Committee expressly designates as a Member Covered Person with Unanimous Management Committee Approval.
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Member Covered Person means, as of any time of determination, (a) any then-current or former Member, (b) any Affiliate of a then-current or former Member, or (c) any then-current or former officer, manager, director, equityholder, partner, member, employee, representative or agent of a then-current or former Member or any of their respective Affiliates; provided that neither the Company nor its Subsidiaries shall be a Member Covered Person.
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Related to Member Covered Person

  • Issuer Covered Person shall have the meaning ascribed to such term in Section 3.1(oo).

  • Covered Person means: (a) any officer, director, shareholder, partner, member, representative, employee or agent of (i) the Trust or (ii) the Trust's Affiliates; and (b) any Holder of Securities.

  • Injured Person under this section means a Member covered by the EOC who sustains an injury or illness and any spouse, dependent or other person or entity that may recover on behalf of such Member including the estate of the Member and, if the Member is a minor, the guardian or parent of the Member. When referred to in this section, "KFHPWA's Medical Expenses" means the expenses incurred and the value of the benefits provided by KFHPWA under this EOC for the care or treatment of the injury or illness sustained by the Injured Person.

  • Company Covered Person means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).

  • Insured Person s year” means a year from the date of commencement of the insured person’s policy, or from the anniversary date of the commencement of the insured person.

  • Disinterested Person means a director who has not, during the period that person is a member of the Committee and for one year prior to commencing service as a member of the Committee, been granted or awarded equity securities pursuant to this Plan or any other plan of the Company or any Parent, Subsidiary or Affiliate of the Company, except in accordance with the requirements set forth in Rule 16b-3(c)(2)(i) (and any successor regulation thereto) as promulgated by the SEC under Section 16(b) of the Exchange Act, as such rule is amended from time to time and as interpreted by the SEC.

  • Child or covered child means a child (natural, step-child, legally adopted or a minor or disabled child who is dependent on the insured for support and maintenance) who is born to or brought to a marriage or to a civil union established according to Vermont law.

  • Disinterested Board Members means those members of the Board of a Fund that are not deemed to be "interested persons" of the Fund, as defined by the Act.

  • leprosy cured person means a person who has been cured of leprosy but is suffering from—

  • Covered Persons has the meaning set forth in Section 20(a).

  • Interested Person and “Principal Underwriter” shall have the meanings given them in the 1940 Act.

  • Covered Personnel means any Person who is or was an employee, consultant or independent contractor of the Covered Parties as of the date of the relevant act prohibited by this Section 2(a) or during the one (1) year period preceding such date.

  • Nominated Person means a person who is a member, or a member and Officer, of the Association

  • CPP Covered Period shall be limited by, and interpreted in a manner consistent with, 31 C.F.R. § 30.11 (as in effect on the Closing Date). • Provisions (1) and (2) of this letter are intended to, and will be interpreted, administered and construed to, comply with Section 111 of EESA (and, to the maximum extent consistent with the preceding, to permit operation of the Benefit Plans in accordance with their terms before giving effect to this letter).

  • Insured Member means a member insured under this subdivision.

  • Member means a member of the Board;

  • Exposed person means any person wholly or partially in a danger zone;

  • Insured Persons means the person/s named in the Schedule to the Policy, who is/are Indian Resident /s and for whom the insurance is also proposed and appropriate premium paid.

  • Sponsor Parties means Sponsor, Vendor, and Utility, their respective successors and assigns, and each of their respective affiliates, agents, directors, officers, and employees.

  • Member Company means a “service recipient” as defined in Treasury Regulation § 1.409A-1(h)(3).

  • Permitted Person shall have the meaning set forth in the definition of “Change of Control.”

  • Disinterested Trustee means a Trustee of a Fund who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.

  • prescribed person means a person prescribed in O. Reg. 208/19 (Environmental Compliance Approval in Respect of Sewage Works) for the purpose of ss. 20.6 (1) of the EPA, and where the alteration, extension, enlargement, or replacement is carried out under an agreement with the Owner.

  • Incapacitated person means any infant, lunatic, idiot or insane person;

  • Released Person means any person who is released on bail or on his personal bond, as the case may be;

  • Director or officer means any of the following: