Company Indemnification Provisions. (a) Commencing on the Closing Date and continuing for a period of not less than six years after the Closing Date, to the extent required or permitted under Applicable Law, HoldCo shall indemnify and defend all persons who prior to the Effective Date served as directors or officers of EML, EHC or any of their respective subsidiaries (collectively, the “Indemnified Parties”) from and against any and all losses, claims, damages, demands, lawsuits, expenses or liabilities (collectively, “Losses”) that arise out, result from, or are otherwise attributable to an Indemnified Party’s status or service as an officer or director of EML, EHC, or any of their respective subsidiaries; provided, however, indemnification shall not be provided for Losses if or to the extent that (i) indemnification is prohibited by law; (ii) the Indemnified Parties would not have been entitled to indemnification for the Loss from either EHC or EML if the Loss had been incurred and reported in the period prior to the Effective Date; or (iii) the Loss arises out of intentional misconduct, knowing dishonesty or fraud on the part of the Indemnified Party. (i) Prior to the Closing Date, each of EML and EHC shall purchase reporting tail coverage under their current policies of directors’ and officers’ liability insurance (“D&O Insurance”), which reporting tail coverage shall take effect on the Closing Date and shall have a reporting tail period of not less than six years. (b) If HoldCo or any of its or their successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provisions shall be made so that the successors and assigns of HoldCo or the surviving corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.7. (c) The provisions of this Section 6.7 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives.
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Sources: Agreement and Plan of Reorganization (Eastern Insurance Holdings, Inc.)
Company Indemnification Provisions. (a) Commencing on the Closing Date and continuing for a period of not less than six two years after the Closing Date, to the extent required or permitted under Applicable Law, HoldCo shall indemnify and defend all persons who prior to the Effective Date served as directors or officers of EML, EHC Lebanon Mutual or any of their respective its subsidiaries (collectively, the “Indemnified Parties”) from and against any and all losses, claims, damages, demands, lawsuits, expenses or liabilities (collectively, “Losses”) that arise out, result from, or are otherwise attributable to an Indemnified Party’s status or service as an officer or director of EML, EHC, Lebanon Mutual or any of their respective subsidiariesits Subsidiaries; provided, however, indemnification shall not be provided for Losses if or to the extent that (i) indemnification is prohibited by law; (ii) the Indemnified Parties would not have been entitled to indemnification for the Loss from either EHC or EML Lebanon Mutual if the Loss had been incurred and reported in the period prior to the Effective Date; or (iii) the Loss arises out of intentional misconduct, knowing dishonesty or fraud on the part of the Indemnified Party.
(i) Prior to the Closing Date, each of EML and EHC shall purchase reporting tail coverage under their current policies of directors’ and officers’ liability insurance (“D&O Insurance”), which reporting tail coverage shall take effect on the Closing Date and shall have a reporting tail period of not less than six years.
(b) If HoldCo or any of its or their successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provisions shall be made so that the successors and assigns of HoldCo or the surviving corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.7.
(c) The provisions of this Section 6.7 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives.
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Company Indemnification Provisions. (a) Commencing on the Closing Date and continuing for a period of not less than six two years after the Closing Date, to the extent required or permitted under Applicable Law, HoldCo shall indemnify and defend all persons who prior to the Effective Date served as directors or officers of EML, EHC Lebanon Mutual or any of their respective its subsidiaries (collectively, the “LM Indemnified Parties”) from and against any and all losses, claims, damages, demands, lawsuits, expenses (including reasonable fees and expenses of counsel) or liabilities liabilities, which shall not include any consequential damages, punitive damages, or special damages unless constituting part of a third party claim (collectively, “Losses”) ), that arise out, result from, or are otherwise attributable to an LM Indemnified Party’s status or service as an officer or director of EML, EHC, Lebanon Mutual or any of their respective subsidiariesits Subsidiaries; provided, however, indemnification shall not be provided for Losses if or to the extent that (i) indemnification is prohibited by law; (ii) the LM Indemnified Parties would not have been entitled to indemnification for the Loss from either EHC or EML Lebanon Mutual if the Loss had been incurred and reported in the period prior to the Effective Date; or (iii) the Loss arises out of intentional misconduct, knowing dishonesty or fraud on the part of the LM Indemnified Party.
(ib) Prior to From and after the Closing Date, HoldCo and Lebanon Mutual shall, jointly and severally, indemnify TW, the LLC and each of EML their affiliates and EHC shall purchase reporting tail coverage its and their respective stockholders, officers, directors, employees and agents (collectively, “TW Indemnified Parties”) and hold each TW Indemnified Party harmless from and against and in respect of any and all Losses, and reasonable costs and attorneys’ fees and other expenses arising out of any claim, or the defense or investigation thereof, incurred or suffered by such TW Indemnified Party arising out of, resulting from or otherwise attributable to any failure by HoldCo or Lebanon Mutual to comply with any of its covenants under their current policies or any breach by HoldCo or Lebanon Mutual of directors’ its representations and officers’ liability insurance (“D&O Insurance”), which reporting tail coverage shall take effect on warranties in this Agreement or the Closing Date and shall have a reporting tail period of not less than six yearsRelated Documents.
(bc) Indemnification pursuant to this Section 6.6 shall not preclude any TW Indemnified Party from exercising any other remedies they may have under the Related Documents, applicable law or otherwise. Notwithstanding anything herein to the contrary, the indemnification and contribution provisions of the Registration Rights Agreement shall exclusively govern any claim made with respect to registration statements filed pursuant thereto or sales made thereunder.
(d) If HoldCo or Lebanon Mutual or any of its or their successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provisions shall be made so that the successors and assigns of HoldCo or Lebanon Mutual or the surviving corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.76.6.
(ce) The provisions of this Section 6.7 6.6 are intended to be for the benefit of, and shall be enforceable by, each of the LM Indemnified PartiesParties and the TW Indemnified Parties and their respective successors, their heirs and their representatives, each of which is an express third party beneficiary of the rights set forth in this Section 6.6.
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