Director and Officer Insurance and Indemnification. (a) Prior to the Closing, the Company shall obtain at its expense a fully prepaid “tail” directors’ and officers’ liability insurance policy, which (i) has an effective term of six (6) years from the Effective Time, (ii) covers only those persons who are currently covered by the Company’s existing directors’ and officers’ liability insurance policy in effect as of the Agreement Date and only for matters occurring at or prior to the Effective Time, and (iii) contains coverage terms comparable to those applicable to the current directors and officers of the Company (the “Company D&O Tail Policy”). The Surviving Corporation (following the Effective Time) and the Buyer shall not cancel (or permit to be cancelled) the Company D&O Tail Policy during its term.
Director and Officer Insurance and Indemnification. The Company shall obtain and pay the premiums for a director and officer insurance policy with scope and amounts of coverage consistent with coverage provided to other members of the Board and shall name you as an insured under the policy with the same coverage at such time as other current and former directors and officers of the Company. The Company shall further indemnify you and hold you harmless and advance expenses as provided under the Company’s certificate of incorporation and by-laws in effect from time to time to the fullest extent permitted under applicable law.
Director and Officer Insurance and Indemnification. The Company shall procure and maintain in force during the Term of this Agreement Director and Officer liability insurance in such amount or amounts as the Company may determine, which insurance shall include coverage of the office of the President/CEO. The Company shall indemnify Executive to the maximum extent authorized by the provisions of the Iowa Business Corporation Act. In the event that the Company and Executive enter into a separate agreement relating to indemnification, during the period of time that such agreement remains in effect the provisions of this Section shall be superseded thereby to the extent such agreement gives Executive greater rights; provided, however there shall be no obligation of the Company to enter into such separate indemnification agreement.
Director and Officer Insurance and Indemnification. Until the fifth anniversary of the Effective Time and for so long thereafter as any claim for indemnification asserted on or prior to such date has not been fully adjudicated, the Surviving Corporation and Parent shall indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, a director or officer of the Company or any of its subsidiaries (the "Indemnified Parties") against:
Director and Officer Insurance and Indemnification. (a) For a period of 60 months after the Effective Time, Surviving Corporation will provide, at its sole expense, each individual who served as a director or officer of Target at any time prior to the Effective Time (collectively, the “Covered D&O’s”) with liability insurance no less favorable in coverage and amount than the applicable insurance in effect immediately prior to the Effective Time; provided, however, in the event that the cost of liability insurance for such coverage exceeds 150% of the annual cost of such insurance in effect immediately before the Effective Time, the Surviving Corporation may reduce the coverage and amount of liability insurance only to the extent necessary so that the annual cost of liability insurance does not exceed 150% of the annual cost of the insurance in effect immediately before the Effective Time. For the avoidance of doubt, except as provided in the immediately preceding sentence of this Section 5.9(a), the Surviving Corporation shall not be permitted to reduce or limit the coverage or policy limits of such insurance.
Director and Officer Insurance and Indemnification. Until the third anniversary of the Effective Time and for so long thereafter as any claim for indemnification asserted on or prior to such date has not been fully adjudicated, the Company shall indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, a director or officer of the Company or any of its subsidiaries (the "Indemnified Parties") against:
Director and Officer Insurance and Indemnification. (a) By virtue of the occurrence of the Merger, First Banks agrees that it shall from and after the Effective Time assume and perform Coast’s obligations with respect to indemnification or exculpation now existing in favor of the directors, officers, employees and agents of Coast, the Bank and the Coast Subsidiaries as provided in the FBCA, and the articles of incorporation, bylaws, and indemnification agreements of Coast, the Bank or the Coast Subsidiaries or otherwise in effect as of the date of this Agreement with respect to matters occurring at any time prior to the Effective Time. Section 4.11 of the Disclosure Schedule contains a complete list of all indemnification agreements to which Coast is a party to on the date of this Agreement. Coast agrees not to amend any existing agreements under which Coast, the Bank, or any Coast Subsidiaries has agreed to indemnify any of the present or former directors, officers, employees, or agents of Coast, the Bank, or any Coast Subsidiary, or enter into new indemnification agreements providing such indemnification.
Director and Officer Insurance and Indemnification. The Employer shall obtain and pay the premiums for a director and officer insurance policy with scope and amounts of coverage consistent with coverage provided to other members of the Board and shall name Employee as an insured under the policy with the same coverage as other current and former directors and officers of Parent. The Employer shall further indemnify and hold harmless Employee under the Employer’s certificate of incorporation and by-laws in effect from time to time to the fullest extent permitted under applicable law. Notwithstanding anything to the contrary in the foregoing policy, certificate of incorporation, or by laws, in the event of indemnification of Employee, Employee shall be advanced his attorney’s legal fees and costs; provided that the Company shall have the right to select legal counsel, subject to Employee’s approval (not be unreasonably withheld).
Director and Officer Insurance and Indemnification. (a) For a period of six (6) years from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless the individuals who at any time prior to the Effective Time were directors or officers of the Company or any of its present or former Subsidiaries or corporate parents (the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities in connection with actions or omissions occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) to the fullest extent permitted by Applicable Law, and Parent shall cause the Surviving Corporation to fulfill the obligations of the Company to the D&O Indemnified Parties pursuant to the terms of the Company Charter and the Company Bylaws and any indemnification agreements between the Company and the D&O Indemnified Parties as in effect as of the date of this Agreement.
Director and Officer Insurance and Indemnification. Buyer shall permit NLASCO and its Subsidiaries to obtain an extended reporting period (otherwise known as “Tail Coverage”) under NLASCO’s existing director’s and officer’s liability policy. Buyer agrees that all rights to indemnification that the directors and officers of NLASCO and its Subsidiaries have pursuant to the Certificate of Incorporation or equivalent governing documents (and their respective Bylaws) of NLASCO and its Subsidiaries shall survive the Closing Date and shall continue in full force and effect.
