Member Indemnified Person definition

Member Indemnified Person has the meaning provided such term in Section 5.17.
Member Indemnified Person has the meaning set forth in Section 8.10(c) hereof.
Member Indemnified Person shall have the meaning set forth in Section 8.4.

Examples of Member Indemnified Person in a sentence

  • An Indemnitee and a Member Indemnified Person (as applicable) acting under this Agreement shall not be liable to the Company for its, his, or her good faith reliance on the provisions of this Agreement.

  • If this Section 4.7 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each applicable Indemnitee and Member Indemnified Person pursuant to this Section 4.7 to the fullest extent permitted by any applicable portion of this Section 4.7 that shall not have been invalidated and to the fullest extent permitted by applicable Law.

  • The agreements and covenants contained in this Section 5.17 shall not be deemed to be exclusive of any other rights to which any Member Indemnified Person is entitled, whether pursuant to Law, contract or otherwise.

  • The Managing Member agrees to fulfill its payment, indemnification and hold harmless obligations hereunder promptly upon demand by the Company or any Managing Member Indemnified Person.

  • Any amendment, alteration or repeal of this Section 4.7 or of [Article IX] of the Amended and Restated Bylaws of the Manager that would adversely affect any right of an Indemnitee or its successors or a Member Indemnified Person or its successors shall apply prospectively only and shall not limit or eliminate any such right with respect to any Proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place before such amendment, alteration or repeal.

  • The indemnifying Member shall not be required to indemnify any Member Indemnified Person for such losses, claims, damages or liabilities as are determined by final judgment of a court of competent jurisdiction to have resulted from such Member Indemnified Person’s negligence, willful misconduct or knowing violation of law.

  • The indemnifying Member shall not be liable to any Member Indemnified Person or third party for amounts due under any settlement effected by a Member Indemnified Person without the indemnifying Member’s consent.

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  • In addition, the Fund Member, as Member Indemnitor, shall indemnify the Coach Member and its other Member Indemnified Persons, and shall hold the Coach Member and each such other Member Indemnified Person harmless, from and against any claims, judgments, penalties, fines, settlements, damages, liabilities, and costs and expenses (including reasonable attorneys’ fees and expenses) arising out of or in connection with any claim for commission or similar fee under the L’Oreal Brokerage Agreement.

  • The agreements and covenants contained herein shall not be deemed to be exclusive of any other rights to which any Member Indemnified Person is entitled, whether pursuant to Law, contract or otherwise.


More Definitions of Member Indemnified Person

Member Indemnified Person is defined in Section 9.1.2.
Member Indemnified Person has the meaning specified in Section 10.02 of this Agreement.

Related to Member Indemnified Person

  • 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.

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

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

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

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Holder Indemnified Persons means, with respect to each Holder, such Holder and its Affiliates and directors, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Fund under Section 7 of this Agreement.

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

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

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

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

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

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

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

  • Holder Indemnified Parties has the meaning set forth in Section 7(a).

  • Holder Indemnified Party is defined in Section 4.1.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

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

  • 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.

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

  • Investor Indemnified Party is defined in Section 4.1.

  • Purchaser Indemnified Parties has the meaning set forth in Section 8.2.

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

  • 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.

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

  • Selling Holder Indemnified Persons has the meaning specified therefor in Section 2.09(a) of this Agreement.