Director and Officer Liability; Indemnification Sample Clauses
The Director and Officer Liability; Indemnification clause defines the company's obligation to protect its directors and officers from personal financial loss arising from actions taken in their official capacities. Typically, this clause ensures that the company will cover legal fees, settlements, or judgments if directors or officers are sued for decisions made on behalf of the company, provided they acted in good faith and within the scope of their authority. Its core function is to encourage qualified individuals to serve in leadership roles by reducing their personal risk, thereby supporting effective corporate governance.
Director and Officer Liability; Indemnification. (a) The Company shall, prior to the Effective Time, purchase and pay for a seven (7) year “tail” prepaid directors’ and officers’ liability (and fiduciary) insurance policy with terms and conditions no less advantageous to the Indemnified Persons, or other Persons entitled to the benefit of this Section 4.7, as applicable, than the existing directors’ and officers’ liability (and fiduciary) insurance maintained by the Company, covering, without limitation, the Merger; provided, however, that in no event shall the Company expend in excess of 300% of the annual premium currently paid by the Company for such tail insurance policy; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. During such seven (7) year period, the Surviving Company shall (and Parent shall cause the Surviving Company to) maintain such “tail” policy in full force and effect and continue to honor its obligations thereunder.
(b) The Surviving Company and its respective Subsidiaries shall (and Parent shall cause the Company, the Surviving Company or any of their respective Subsidiaries, as the case may be, to) (i) assume, honor and fulfill (subject to the limitations set forth in Section 263 of the ICL) all obligations of the Company or any Company Subsidiary pursuant to any written indemnification agreements with the Indemnified Persons that are listed on Part 4.7(b) of the Disclosure Schedule and (ii) not amend, repeal or otherwise modify the Charter Documents for a period of seven (7) years after the Effective Time in any manner that would adversely affect the rights thereunder of the Indemnified Persons, except subject to the prior written consent of the Indemnified Persons or as required by applicable Law.
(c) The obligations of Parent and the Surviving Company under this Section 4.7 shall survive the consummation of the Merger and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person to whom this Section 4.7 applies without the consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7, each of whom may enforce the provisions of this Section 4.7).
(d) In the event Parent, the Surviving Company or any of their respective successors or assigns: (i) consolidates wit...
Director and Officer Liability; Indemnification. (a) If the Closing occurs, the Company agrees that all rights to indemnification and all limitations on liability existing in favor of any Company Indemnitee as provided in the certificates of incorporation or bylaws of the Company or any Subsidiary of the Company, or any Indemnity Agreement to which the Company or any Subsidiary of the Company is a party, shall survive the consummation of the transactions contemplated by this Agreement and continue in full force and effect and be honored by the Company and the Subsidiaries of the Company after the Closing. To the extent permitted by (i) the certificate of incorporation and bylaws of the Company or any Subsidiary of the Company or (ii) any agreement providing for indemnification by the Company, any Subsidiary of the Company or any Company Indemnitee in effect on the date of this Agreement (an "INDEMNITY AGREEMENT"), advancement of Expenses pursuant to this Section 5.5(a) shall be mandatory rather than permissive and the Company shall advance any Expenses in connection with such indemnification. In addition to the other rights provided for in this Section 5.5(a) and not in limitation thereof, for six years from and after the Closing Date, the Company shall, and shall cause the Subsidiaries of the Company to, to the fullest extent permitted by applicable law, (i) indemnify and hold harmless the individuals who on or prior to the Closing Date were officers, directors or employees of the Company or any Subsidiary of the Company, and the heirs, trustees, fiduciaries and administrators of such officers, directors or employees (collectively, the "COMPANY INDEMNITEES") against all losses, Expenses, claims, damages, liabilities, judgments, or amounts paid in settlement (collectively, "COSTS") in respect of any threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative to the extent based on, or arising out of or relating to the fact that such person is or was a director, officer or employee of the Company or any Subsidiary of the Company and arising out of acts or omissions occurring on or prior to the Closing Date (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (an "INDEMNIFIABLE CLAIM") and (ii) advance to such Company Indemnitees all Expenses incurred in connection with any Indemnifiable Claim promptly after receipt of a reasonably detailed statement theref...
Director and Officer Liability; Indemnification. For six (6) years after the Closing Date, Compost will indemnify and hold harmless the present and former directors, officers and employees of the Company and other persons entitled to indemnification by the Company in respect of acts or omissions occurring on or prior to the Closing Date to the same extent and in the same manner provided under any agreements and the Company's certificate of incorporation, bylaws and similar organizational documents in effect on the Closing Date.
Director and Officer Liability; Indemnification. Buyer agrees to cause the Company to assume and comply with the obligations of Seller under paragraph 2.1(e) of that certain Amended and Restated Stockholders Agreement dated as of January 30, 2004 by and among TRL Group Inc. (formerly known as Trilegiant Corporation), a Delaware corporation and a Subsidiary of CMG, Seller and the other parties named therein.
Director and Officer Liability; Indemnification. (a) For a period of six (6) years after the Closing Date, (i) Buyer shall not, and shall not permit the Company to, amend, repeal or modify any provision in any of their Organizational Documents relating to the exculpation, limitation of fiduciary duties, indemnification or advancement of expenses of any present or former employees, officers, managers and/or directors (each, a “D&O Indemnified Person”) (unless and to the extent required by Law), and (ii) Buyer shall cause the Company to, indemnify and hold harmless the D&O Indemnified Persons against all D&O Expenses and all Losses awarded by a final and non-appealable judgment or paid in settlement in respect of any threatened or pending claim, action or proceeding, whether civil, administrative or investigative, based on or arising out of or relating to the fact that such D&O Indemnified Person is or was a director, manager or officer of the Company, arising out of acts or omissions occurring on or prior to the Closing and not arising from any alleged fraudulent or willful misconduct of such D&O Indemnified Person (a “D&O Indemnifiable Claim”). Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all Orders in connection with such D&O Indemnifiable Claim are fully and finally satisfied. For the purposes of this Agreement, “D&O Expenses” shall include reasonable attorneys’ fees and all other costs, charges and expenses paid or incurred in connection with defending a D&O Indemnified Person in any such D&O Indemnifiable Claim.
Director and Officer Liability; Indemnification. (a) The certificate of incorporation and bylaws (or equivalent governing documents) of each of the Surviving Corporation and the Company Subsidiaries shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of former or present directors, managers and officers (the “Indemnified Individuals”) than are set forth in the respective organizational documents of the Company and the Company Subsidiaries (as applicable) (or equivalent governing documents) as of the Effective Time, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of any such individuals, in each case, except and only to the extent as required by applicable Law.
(b) The Company shall purchase prior to the Effective Time a “tail” insurance policy for a period of six years after the Effective Time, with reputable and financially sound carriers of at least the same coverage and amounts and containing terms and conditions that are no less advantageous than the current policies of directors’ and officers’ liability insurance maintained by the Company and the Company Subsidiaries with respect to claims arising from or related to facts or events that occurred at or before the Effective Time. Parent shall cause the Surviving Corporation to take, and the Surviving Corporation shall take, all necessary actions to maintain such policies in full force and effect and fulfill its obligations thereunder throughout such six-year period following the Effective Time. Nothing in this Section 6.10 is intended to replace the rights of the Persons who are beneficiaries of the “tail” policy described in this Section 6.10(b) (including Parent, R1, the Surviving Corporation and their Subsidiaries). The costs of the tail insurance policy referred to in this Section 6.10(b) shall be borne by Parent and R1.
(c) Notwithstanding anything herein to the contrary, if any Action (whether arising before, at or after the Effective Time) is made against any Indemnified Individual on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 6.10 shall continue in effect until the final disposition of such Action.
(d) This covenant is intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Individuals and their respective heirs and legal representatives. The indemnification provided for ...
Director and Officer Liability; Indemnification. (a) Acquiror shall take any necessary actions to provide that all rights to indemnification and all limitations on liability existing in favor of any current or former officers, directors, managers, employees and/or agents of the Company (or their respective predecessors) (collectively, the “Company Indemnitees”), as provided in the articles of incorporation or bylaws of the Company in effect on the date of this Agreement shall continue in full force and effect on equal or more favorable terms and be honored by the Acquiror after the Closing; provided, that any such indemnification obligations shall be subject to limitations imposed from time to time by applicable Law.
(b) Prior to the Effective Time, the Surviving Company may purchase, and the Acquiror shall pay or reimburse the Surviving Company for, a directors’ and officers’ liability and fiduciary liability “tail” policy from an insurer with a Standard & Poor’s rating of at least A under the Company’s existing directors’ and officers’ insurance policy, which (i) has an effective term of six years from the Closing, (ii) covers each person currently covered by the Company’s directors’ and officers’ insurance policy in effect on the date of this Agreement for actions and omissions occurring on or prior to the Closing and (iii) contains terms that are no less favorable than those of the Company’s directors’ and officers’ insurance policy in effect on the date of this Agreement.
Director and Officer Liability; Indemnification. For a period of six (6) years after the Closing Date, the Company’s Articles of Incorporation and Bylaws shall contain provisions no less favorable than those set forth in the Company’s Articles of Incorporation and Bylaws as of the date hereof with respect to exculpation or indemnification of any current or former officer, manager, director or similar functionary (unless required by Law) in respect of acts, omissions or events occurring on or prior to Closing, it being the intent of the Parties that such officers, managers, directors and similar functionaries of the Company shall continue to be entitled to such exculpation and indemnification in respect of acts, omissions or events occurring on or prior to Closing to the fullest extent of the Law. The provisions of this Section 6.10 are intended for the benefit of, and will be enforceable by, each current and former officer, director, manager or similar functionary of the Company and his or her heirs and representatives, and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have had by contract or otherwise. Prior to the Closing Date, the Company and the Seller shall obtain, at the expense of the Company, “tail” policies in respect of existing policies of directors’ and officers’ liability insurance maintained by the Company, for a period of six (6) years after the Closing Date, to provide insurance coverage for events, acts or omissions occurring on or prior to the Closing Date for all Persons who were directors or officers of the Company on or prior to the Closing Date.
Director and Officer Liability; Indemnification. Prior to the Closing, the Company shall, with regard to the current D&O insurance policy, number USF00884222, issued by Allianz (the “D&O Insurance”), purchase a prepaid, noncancellable six (6) year extended reporting period on such policy (the “D&O Tail”).
Director and Officer Liability; Indemnification. 24 Section 7.13. REORGANIZATION; ACCOUNTING TREATMENT. . . . . . . . . . . . . . . . . . . . 24 -ii- 4