Continuing Indemnification Obligations Clause Samples

Continuing Indemnification Obligations. Notwithstanding any provision of this Agreement, the Company agrees that nothing herein shall be construed to limit, reduce, or eliminate the Employee’s liability insurance for its directors and officers or indemnification against the risks of claims and actions against them arising out their service for the Company as set forth under the Indemnification Agreement dated January 29, 2015. The Company shall continue to indemnify and hold the Employee harmless to the fullest extent permitted under the Company’s bylaws, applicable law, and the Indemnification Agreement dated January 29, 2015, for any acts or omissions occurring during the Employee’s employment with the Company.

Continuing Indemnification Obligations. Notwithstanding anything to the contrary that may be contained in this Settlement Agreement or in the Release attached hereto as Exhibit D, Section 6.16 of the Stock Purchase Agreement, captioned “Shareholder’s Indemnification Rights under the June Stock Purchase Agreement” shall remain in full force and effect. Section 6.16 of the Stock Purchase Agreement reads as follows:

Continuing Indemnification Obligations. Following the Reorganization Time, the obligations of FirstService to indemnify any director or officer of FSV Holdco and its Affiliates under any certificate of incorporation or by-laws of FirstService or any of its predecessors or Affiliates, or under any indemnification agreements, arising out of or relating to actions or inactions of such directors and officers up to and including the Reorganization Time, shall survive the Reorganization Time and shall continue in force and effect thereafter in accordance with their terms and FirstService hereby covenants and agrees, and agrees to cause its Affiliates, not to amend or repeal the indemnification provisions under any certificate of incorporation or by-laws of FirstService or any of its predecessors or Affiliates in a manner which could negatively impact the performance or enforcement of such obligations.

Continuing Indemnification Obligations. For a period of six (6) years following the Closing Date, neither the Buyer nor the Company shall, except as required by applicable Law, reduce or eliminate the level of indemnification provided by the Company as of immediately prior to the Closing (which indemnification provisions are set forth on Schedule 7.11) to such directors, managers, officers and management level employees of the Company that are expressly covered by the directors & officers Tail Policies (the “D&O Indemnified Persons”) related to actions or omissions prior to the Closing Date. During this six (6) year period, the Buyer will cause the Company to use commercially reasonable efforts to timely {N0289150 } pursue insurance claims under the Tail Policies related to the D&O Indemnified Persons, to the extent such claims are reasonably likely to be covered under the Tail Policies. The provisions of this Section 7.11 and Section 7.12 are expressly intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Parties, and their respective heirs and legal representatives; provided, however, that under no circumstances shall any D&O Indemnified Party be entitled to indemnification under this Section 7.11 to the extent such indemnification is not covered by the Tail Policies (as defined in Section 7.12).

Continuing Indemnification Obligations. The Company confirms that you will continue to be indemnified by the Company under its bylaws to the fullest extent provided therein and by applicable law.

Continuing Indemnification Obligations. Notwithstanding any provision of this Agreement, the Company agrees that nothing herein shall be construed to limit, reduce, or eliminate the Employee’s liability insurance for its directors and officers or indemnification against the risks of claims and actions against them arising out their service for the Company as set forth under the Indemnification Agreement dated July 21, 2022. The Company shall continue to indemnify and hold the Employee harmless to the fullest extent permitted under the Company’s bylaws, applicable law, and the Indemnification Agreement dated July 21, 2022, for any acts or omissions occurring during the Employee’s employment with the Company.

Continuing Indemnification Obligations. In the event Seller or Target breaches any of the Fundamental Representations and Buyer properly makes a written claim for indemnification against Seller subsequent to the Holdback Release Date, but within the applicable survival period pursuant to Section 7(a) above (each a “Continuing Indemnification Obligation”), Buyer shall have the right to be indemnified in accordance with the Continuing Indemnification Agreement, * Certain confidential information contained in this document, marked with asterisks has been redacted pursuant to a request for confidential treatment and has been filed separately with the Securities and Exchange Commission. attached hereto as EXHIBIT I (the “Continuing Indemnification Agreement”), from and against the entirety of any Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by the breach, subject to the indemnification limitations set forth in Section 7(g) above.

Continuing Indemnification Obligations. Anything contained in this Agreement to the contrary notwithstanding, nothing in this Agreement shall be deemed or construed to release the Company from its obligations to indemnify its present and former directors, officers, or employees under its certificate of incorporation, by-laws, employee-indemnification policy, state law, or any other agreement and such obligations will survive and be unaffected by the Plan's confirmation, regardless of whether the right to indemnification arose before or after the petition date.

Continuing Indemnification Obligations