D&O Insurance; Indemnification Sample Clauses

D&O Insurance; Indemnification. (a) To the fullest extent permitted by applicable law, the Company shall indemnify the Executive against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement, as actually and reasonably incurred by the Executive in connection with any threatened or pending action, suit, or proceeding, whether civil, criminal, administrative, or investigative that the Executive is made a party to by reason of the fact that he is or was performing services as an officer or director of the Company. Such indemnification shall continue as to the Executive even if he has ceased to be an employee, officer, or director of the Company and shall inure to the benefit of his heirs and estate. (b) Any costs, fees or expenses incurred by the Executive relating to indemnification under the Company's Certificate of Incorporation, as amended, shall be paid by the Company in advance as soon as practicable but not later than three business days after receipt of written request of the Executive; provided that the Executive shall undertake to repay such amount to the extent that it is ultimately determined by a court of competent jurisdiction that the Executive is not entitled to indemnification. Subject to applicable law, the Executive's right to indemnification or advances from the Company shall be enforceable by the Executive in any court of competent jurisdiction. The burden of proving that indemnification or advances are not appropriate shall be on the Company. (c) The provisions of this Section 9 are in addition to, and not in derogation of, the indemnification provisions of the Company's Certificate of Incorporation, as amended, and the Indemnification Agreement between the Company and the Executive (the "Indemnification Agreement").

D&O Insurance; Indemnification. The Company shall provide Executive with customary contractual indemnification rights and directors’ and officers’ insurance coverage.

D&O Insurance; Indemnification. The Company shall maintain, for the benefit of Executive, director and officer liability insurance in such form and with such limits and coverages as are reasonably acceptable to Executive, or at least as comprehensive as, and in an amount that is at least equal to, that maintained by the Company on the date hereof. In addition, Executive shall be indemnified by the Company against liability as an officer and director of the Company and any subsidiary or affiliate of the Company to the maximum extent permitted by the Company’s Charter and/or By-Laws. Executive’s rights under this Section 7(t) shall continue so long as he may be subject to such liability, whether or not this Agreement may have terminated prior thereto.

D&O Insurance; Indemnification. Executive will be covered by such directors’ and officers’ liability insurance on terms and conditions that are no less favorable than the terms that apply to any other director or officer of the Company or any of its affiliates. Executive will also be entitled to indemnification rights, benefits and related expense advances and reimbursements to the same extent as any other director or officer of the Company or any of its affiliates.

D&O Insurance; Indemnification. In addition to any indemnification rights that Executive may have under the Company’s bylaws, while employed by the Company and continuing until the later of the sixth anniversary of the termination of Executive’s employment and the date on which all claims against Executive that would otherwise be covered by such policy (or policies) become fully time-barred, the Company shall purchase and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage to Executive on terms that are no less favorable than the coverage provided to directors and senior executives of the Company. The Company agrees that if Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, in each case, whether on, prior to, or following the Effective Date, Executive shall be indemnified and held harmless by the Company to the fullest extent permitted or authorized by applicable law and the Company’s bylaws, against all cost, expense, liability and loss reasonably incurred or suffered by Executive in connection therewith, and such indemnification shall continue as to Executive even if he has ceased to be a director, member, employee or agent of the Company or other entity and shall inure to the benefit of Executive’s heirs, executors and administrators. The Company may promptly advance to Executive all reasonable costs and expenses incurred by Executive in connection with any such action, suit or proceeding provided that Executive furnishes the Company with a written undertaking, executed personally or on Executive’s behalf, to repay any advances if it is ultimately determined that Executive is not entitled to be indemnified by the Company.

D&O Insurance; Indemnification. During the Employment Period, the Company will purchase and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage to Employee on terms equivalent to those provided to other executive officers. Further, during the Employment Period, Employee shall receive indemnification pursuant to and in accordance with the terms of an indemnification agreement that is substantially similar to that entered into between the Company and senior executives of the Company.

D&O Insurance; Indemnification. Executive will be covered by such directors’ and officers’ liability insurance on terms and conditions that are no less favorable than the terms that apply to other directors or similarly-situated officers of the Company or any of its affiliates. Executive will also be entitled to indemnification rights, benefits and related expense advances and reimbursements to the same extent as any other director or officer of the Company or any of its affiliates. Such liability insurance will continue to cover, and such indemnification rights, benefits and related expense advances and reimbursements will continue to be provided to, Executive following the termination of Executive’s employment.

D&O Insurance; Indemnification. Employer shall indemnify Employee against all expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement, as actually and reasonably incurred by Employee in connection with any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative that Employee is made a party to by reason of the fact that he is or was performing services as an officer or director of Employer or any of its subsidiaries to the same extent and on the same terms that such indemnification is provided to the other directors and most senior executives of Employer. If applicable, such indemnification shall continue as to Employee even if he has ceased to be an employee, officer or director of Employer and shall inure to the benefit of his heirs and estate. During Employee’s employment with Employer and from and after the date that Employee’s employment is terminated for whatever reason, Employee shall receive the same benefits provided to any of Employer’s officers and directors under any D&O insurance or similar policy, indemnification agreement or Employer policy or under the certificate of incorporation or by-laws of Employer.

D&O Insurance; Indemnification. The Company will maintain directors’ and officers’ liability insurance during the Term and for a period of six years thereafter, covering acts and omissions of Executive during the Term, on terms substantially no less favorable than those in effect on the Effective Date. In addition, the Company shall indemnify and hold Executive harmless, to the fullest extent permitted by the laws of the State of Delaware, from and against all costs, charges and expenses (including reasonable attorneys’ fees) incurred or sustained in connection with any action, suit or proceeding to which the Executive or his legal representatives may be made a party by reason of Executive’s being or having been a director or officer of the Company, or any of its affiliates. The provisions of this paragraph shall not be deemed exclusive of any other rights which Executive seeking indemnification may have under any bylaw, agreement, vote of stockholders or directors, or otherwise. The provisions of this paragraph shall survive the termination of this Agreement for any reason.