OptiNose Indemnitee definition

OptiNose Indemnitee shall have the meaning set forth in Section 9.1.
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OptiNose Indemnitee shall have the meeting set forth in Section 12.01.
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OptiNose Indemnitee shall have the meeting set forth in Section 12.02. “OptiNose Information” means any documents, data, know-how, trade secrets, methodologies, software and other information (Confidential Information or otherwise) provided to VTM by or on behalf of OptiNose or developed by VTM on behalf of OptiNose, including without limitation computer programs, reports and specifications. “OptiNose Supply Relationship Manager” shall have the meaning set forth in Section 7.01(a) 4 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. “Patent Defect” means any instance where any DSA fails to conform to the Specifications, Quality Agreement or applicable Laws, where such failure is or was discoverable upon reasonable physical inspection upon receipt by OptiNose or its designee. “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity. “Production Materials” shall mean materials that are consumed in the production processes to manufacture DSAs including without limitation, [***]; Production Materials do not include any such production materials that have been specified by OptiNose. “Purchase Order” shall have the meaning set forth in Section 2.09(a). “Quality Agreement” means that Quality Agreement between OptiNose and VTM to be entered between the parties related to production of the DSAs. “Quantitative Defect” means any instance in which VTM has delivered a quantity that is [***] less than, or [***] greater than, the quantity stated in any invoice or xxxx of lading. “Receiving Party” means a party that receives or acquires Confidential Information directly or indirectly under this Agreement. “Special Inventory” shall mean any mutually agreed Inventory acquired by VTM to support flexibility, demand requirements, safety stock or pricing discounts. “Specifications” shall mean the procedures, standards, quality control and other data and requirements for each DSA, which shall include, without limitation: Bills of Materials, designs, schematics, assembly drawings, process documentation, specifications according to the Device Master Record for the DSA, current revision number, and an Approved Vendor List. “Standard Cost” shall mean, as applicable, (a) the quoted cost of Inventory represented on the Xxxx o...
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Related to OptiNose Indemnitee

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

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

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

  • Indemnitee has the meaning assigned to such term in Section 9.03(b).

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Indenture Indemnitee means (i) WTNA and the Mortgagee, (ii) each separate or additional trustee appointed pursuant to the Trust Indenture, (iii) the Subordination Agent, (iv) each Liquidity Provider, (v) each Pass Through Trustee and each Related Note Holder, (vi) the Paying Agent, (vii) the Escrow Agent and (viii) each of the respective directors, officers, employees, agents and servants of each of the persons described in clauses (i) through (vii) inclusive above.

  • 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).

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

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

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

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

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

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

  • 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.

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

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

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

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

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

  • Investor Indemnified Party is defined in Section 4.1.

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

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

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