Director and Officer Liability; Indemnification. (a) Without limiting any additional rights that any Person may have under any Company Benefit Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, each of Parent and the Surviving Corporation shall indemnify and hold harmless each present (as of immediately prior to the Effective Time) and former officer, director or manager of the Company and its Subsidiaries (the “Indemnified Individuals”) from and against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Individual is or was an officer, director or manager of the Company or its Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the other transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent provided by the organizational documents and indemnification agreements of the Company and its Subsidiaries as in effect as of the date of this Agreement. In the event of any such claim, action, suit, proceeding or investigation, (x) each Indemnified Individual will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from Parent or the Surviving Corporation within ten (10) Business Days of receipt by Parent from the Indemnified Individual of a request therefor (subject to receipt by Parent or the Surviving Corporation of an undertaking to repay such expenses upon a final, non-appealable judgement from a court of competent jurisdiction that such Person is not entitled to indemnification), (y) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Individual hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Individual from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Individual otherwise consents and (z) the Surviving Corporation s...
Director and Officer Liability; Indemnification. (a) From and after the Closing, Pxxxxxxxx agrees that it shall indemnify and hold harmless each present and former director and officer of (x) each Company Entity (the “Company Indemnified Parties”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.
Director and Officer Liability; Indemnification. (a) If the Closing occurs, the Purchaser shall cause all rights to indemnification and all limitations on liability existing in favor of any employee, officer, director, managing member, manager, Affiliate and agent of the Acquired Entities, in each case that is an individual (collectively, the “Company Indemnitees”), as provided in the Organizational Documents of the Acquired Entities to survive the consummation of the Transactions and continue in full force and effect and be honored by the Acquired Entities after the Closing. The obligations of the Purchaser under this Section 9.01(a) shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 9.01(a) applies without the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 9.01(a) applies shall be third party beneficiaries of this Section 9.01(a)). If the Closing occurs, the Purchaser shall cause the Acquired Entities to pay all expenses to any Company Indemnitee incurred in successfully enforcing the indemnity or other obligations provided for in this Section 9.01(a).
Director and Officer Liability; Indemnification. (a) If the Closing occurs, the Purchasers and the Target Companies agree that all rights to indemnification and all limitations on liability existing in favor of any officer, director or manager of the Target Companies or their respective Subsidiaries, in each case that is an individual (collectively, the "Company Indemnitees"), as provided in the certificate of incorporation, by-laws or other organizational documents of the Target Companies and their respective Subsidiaries shall survive the consummation of the transactions contemplated hereby and continue in full force and effect and be honored by the Target Companies and their respective Subsidiaries after the Closing. The obligations of the Target Companies and their respective Subsidiaries under this Section 5.23(a) shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 5.23(a) applies without the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 5.23(a) applies shall be third party beneficiaries of this Section 5.23(a)). If the Closing occurs, Sellers shall pay all expenses to any Company Indemnitee incurred in successfully enforcing the indemnity or other obligations provided for in this Section 5.23(a). (b) For six (6) years after the Closing, the Target Companies will provide officers' and directors' liability insurance in respect of acts or omissions occurring at or prior to the Closing Date covering each such Person currently covered by the Target Companies' officers' and directors' liability insurance policies on terms with respect to coverage not materially less favorable than those of such policy in effect on the date of this Agreement and for an amount not less than the amount set forth on Section 5.23(b) of the Disclosure Letter; provided, however, that in no event shall the Target Companies be required to expend more than an amount per year equal to 200% of the current annual premiums paid by the Target Companies for such insurance; provided, further, that Sellers shall procure such policy and the cost of such policy shall be equally borne by the Sellers and the Target Companies; provided, however, that such insurance policy may be a "tail" policy covering acts or omissions occurring at or prior to the Closing Date.
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. (a) For a period of six (6) years after the Closing, (i) Parent shall not, and shall not permit the Group Companies to, amend, repeal or modify any provision in any of their Organizational Documents relating to the exculpation, indemnification or advancement of expenses of any present or former officers, managers and/or directors (each, a “D&O Indemnified Person”) (unless and to the extent required by Law) in a manner that would materially adversely affect the rights of D&O Indemnified Persons and (ii) Parent shall, and shall cause the Group Companies to, to the fullest extent permitted by applicable Law, (A) indemnify and hold harmless the D&O Indemnified Persons against all D&O Expenses (as defined below) and all Losses, claims, damages, judgments and amounts paid in settlement in respect of any threatened, pending or completed claim, action or proceeding, whether criminal, civil, administrative or investigative, based on or arising out of or relating to the fact that such Person is or was a director or officer of any of the Group Companies or arising out of acts or omissions occurring on or prior to the Closing (a “D&O Indemnifiable Claim”) and (B) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim promptly after receipt of statements therefor. 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, “
Director and Officer Liability; Indemnification. (a) For six (6) years from the Closing, Buyer shall and shall cause the Acquired Companies to take any necessary actions to provide that all rights to exculpation and indemnification and all limitations on liability existing in favor of any current or former officers, directors, managers or employees of the Acquired Companies (collectively, the “Business Indemnitees”), as provided in (i) the applicable organizational documents of the Acquired Companies in effect on the Closing Date; or (ii) any agreement providing for exculpation or indemnification by such Person in effect on the date of this Agreement and set forth on Section 5.7(a) of the Seller Disclosure Schedule, in each case, shall survive the consummation of the Transaction and shall continue in full force and effect and be honored by the Acquired Companies after the Closing.
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.
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) From and after the Closing and prior to the sixth (6th) anniversary of the Closing, and except as otherwise specified in Section 5.7(a) of the Seller Disclosure Schedule, Purchaser shall not permit the Company to amend (whether by merger, dissolution, liquidation or otherwise) the Organizational Documents of the Company as in effect at the Closing in a manner that would diminish in any respect the indemnification and contribution rights and the provisions contained therein regarding the elimination or limitation of liability, in each case of the current and former officers, directors, managing members and members of the Company thereunder and any other Persons entitled to indemnification, contribution or liability limitation thereunder (collectively, the “Company Indemnitees”), in respect of acts or omissions (or alleged acts or omissions) occurring at or prior to the Closing, including in respect of any acts or omissions (or alleged acts or omissions) taken or not taken in connection with the execution and delivery of this Agreement or any other Transaction Document or the consummation of the transactions contemplated hereby and thereby.
