Indemnification Against Certain Liabilities. PURCHASER agrees that all rights to indemnification and all limitations of liability existing in favor of the officers and directors of TARGET as provided in its Articles of Incorporation and Bylaws as of the date hereof with respect to matters occurring prior to the Effective Time shall survive the Merger and shall continue in full force and effect, without any amendment thereto, for a period of not less than four (4) years from the Effective Time; provided, however, that all rights to any indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim.
Indemnification Against Certain Liabilities. Purchaser agrees that all rights to indemnification and all limitations of liability existing in favor of the officers and directors of Target and each Target Bank (“Indemnified Parties”) as provided in their respective Articles of Incorporation or Association and By-Laws as of the date hereof with respect to matters occurring prior to the Effective Time shall survive the Mergers. To the extent available, Purchaser shall maintain in effect for not less than three (3) years after the Closing Date policies of directors’ and officers’ liability insurance comparable to those maintained by Target with carriers comparable to Target’s existing carriers and containing terms and conditions which are no less advantageous in any Material respect to the officers and directors of Target and which cover Target’s present officers and directors for such three-year period regardless of whether or not such Persons remain employed by Target after the Closing Date, provided that the annual premium for such insurance shall not exceed 125% of the most current annual premium paid by Target for its directors’ and officers’ liability insurance.
Indemnification Against Certain Liabilities. PURCHASER agrees that all rights to indemnification and all limitations of liability existing in favor of current and former officers and directors of the Surviving Corporation as provided in the Certificate of Incorporation and Bylaws of MERGER SUB as of the date of this Agreement shall survive the Merger and shall continue in full force and effect, without any amendment thereto, for a period of not less than six (6) years from the Effective Time, and during such period PURCHASER will ensure that either PURCHASER or the Surviving Corporation shall fulfill and honor the obligations of TARGET to indemnify the current or former officers or directors of TARGET with respect to matters occurring prior to the Effective Time to the extent such obligations exist on the date of this Agreement pursuant to TARGET’s Amended and Restated Certificate of Incorporation, as amended, and Bylaws; provided, however, that all rights to any indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim. No later than the Effective Time, TARGET shall purchase extended “tail coverage” for its directors’ and officers’ liability insurance coverage with respect to claims arising from or related to facts or events which occurred at or before the Effective Time for up to five (5) years following the Effective Time; provided that PURCHASER shall pay fifty percent (50%) of the cost of such extended “tail coverage” up to FIFTEEN THOUSAND DOLLARS ($15,000).
Indemnification Against Certain Liabilities. Purchaser --------------------------------------------- agrees that all rights to indemnification and all limitations of liability existing in favor of the officers and directors of Target and each Target Bank ("Indemnified Parties") as provided in their respective Articles of Incorporation or Association and By-Laws as of the date hereof with respect to matters occurring prior to the Effective Time shall survive the Mergers. To the extent available, Purchaser shall maintain in effect for not less than three (3) years after the Closing Date policies of directors' and officers' liability insurance comparable to those maintained by Target with carriers comparable to Target's existing carriers and containing terms and conditions which are no less advantageous in any Material respect to the officers and directors of Target and which cover Target's present officers and directors for such three-year period regardless of whether or not such Persons remain employed by Target after the Closing Date, provided that the annual premium for such insurance shall not -------- exceed 150% of the most current annual premium paid by Target for its directors' and officers' liability insurance.
Indemnification Against Certain Liabilities. 16 SECTION 7.03
Indemnification Against Certain Liabilities. PURCHASER agrees that ------------------------------------------- all rights to indemnification and all limitations of liability existing in favor of the officers and directors of TARGET and TARGET Bank ("Indemnified Parties") as provided in their respective articles of incorporation and bylaws as of the date hereof with respect to matters occurring prior to the Effective Time shall survive the Merger and shall continue in full force and effect, without any amendment thereto, for a period of not less than six (6) years from the Effective Time; provided, however, that all rights to any indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim.
Indemnification Against Certain Liabilities. Purchaser agrees that all rights to indemnification and all limitations of liability existing in favor of the officers and directors of Target and Target Bank (“Indemnified Parties”) as provided in their respective articles of incorporation and bylaws as of the date hereof with respect to matters occurring prior to the Effective Time shall survive the Merger and shall continue in full force and effect, without any amendment thereto, for a period of three (3) years from and after the Effective Time; provided, however, that all rights to any indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim; and provided further, however, that nothing set forth in this Section 7.10 shall be deemed to be a waiver of any statutory indemnification rights of the officers and directors of Target or Target Bank under applicable Law. To the extent available, Purchaser shall maintain in effect for not less than three (3) years after the Closing Date policies of directors’ and officers’ liability insurance comparable to those maintained by Target with carriers comparable to Target’s existing carriers and containing terms and conditions which are no less advantageous in any Material respect to the officers and directors of Target and which cover Target’s present officers and directors for such three-year period regardless of whether or not such Persons remain employed by Target after the Closing Date.
Indemnification Against Certain Liabilities. Purchaser agrees that all rights to indemnification and all limitations of liability existing in favor of the officers and directors of Target and Target Bank (“Indemnified Parties”) as provided in their respective articles of incorporation and bylaws as of the date hereof with respect to matters occurring prior to the Effective Time shall survive the Merger and shall continue in full force and effect, without any amendment thereto, for a period of three (3) years from and after the Effective Time; provided, however, that all rights to any indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim; and provided further, however, that nothing set forth in this Section 7.10 shall be deemed to be a waiver of any statutory indemnification rights of the officers and directors of Target or Target Bank under applicable Law. To the extent available, Purchaser shall maintain in effect for not less than three
Indemnification Against Certain Liabilities. 31 SECTION 8.11 IRREVOCABLE PROXIES................................... 31 ARTICLE 9.
Indemnification Against Certain Liabilities. Televisa acknowledges that PanAmSat has undertaken certain obligations and incurred contractual liabilities in the performance of its obligations under Sections 3.1.1 and 3.1.2 of the Original MOU including, but not necessarily limited to, the execution of (a) a long-term agreement with National Transcommunications Limited for compression and related equipment and (b) a memorandum of understanding for the purchase of IRDs with Pace Micro Technology Ltd. (the agreements described in clauses (a) and (b) being collectively called the "Indemnified Agreements"), all of which agreements were executed with the knowledge and consent of Televisa. Televisa hereby indemnifies PanAmSat and agrees to hold PanAmSat harmless from and against any and all losses, costs, expenses or liabilities which may be incurred by PanAmSat as a result of any claim made against PanAmSat under or by reason of the Indemnified Agreements (including reasonable attorneys' fees and costs in defending any such claim or in asserting PanAmSat's rights under this indemnification). PanAmSat shall give prompt notice to Televisa of any such claim (provided that failure to give such notice shall not affect Televisa's indemnification herein except to the extent of any actual damage or prejudice suffered by Televisa as a result thereof), Televisa shall have the right to defend the same exclusively (unless Televisa fails to defend same in a timely manner in which event PanAmSat shall have the right to assume the defense at Televisa's expense upon written notice to Televisa), and PanAmSat shall not settle or compromise any such claim without the written consent of Televisa (except that if PanAmSat has assumed the defense of the claim under the immediately preceding phrase, PanAmSat shall have the right to settle or compromise such claim at Televisa's cost). At the request of Televisa, PanAmSat shall cooperate with and provide assistance to Televisa in (a) obtaining for the Platforms the benefits of any or all of the Indemnified Agreements to the extent of PanAmSat's benefits thereunder, and (b) compromising or settling any claims in respect of the Indemnified Agreements.
