Common use of INDEMNIFICATION, LITIGATION Clause in Contracts

INDEMNIFICATION, LITIGATION. The Company will indemnify the Executive to the fullest extent permitted by the laws of the state of incorporation in effect at that time, or certificate of incorporation and by-laws of the Company whichever affords the greater protection to the Executive. The Executive will be entitled to any insurance proceeds related to any award, or any fees or expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of the Company.

Appears in 16 contracts

Samples: Employment Agreement (Diversicare Healthcare Services, Inc.), Employment Agreement (Diversicare Healthcare Services, Inc.), Employment Agreement (Advocat Inc)

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INDEMNIFICATION, LITIGATION. A. The Company will indemnify the Executive to the fullest extent permitted by the laws of the state of the Company's incorporation in effect at that time, or the certificate of incorporation and by-laws of the Company Company, whichever affords the greater protection to the Executive. The Executive will be entitled to any insurance proceeds related policies the Company may elect to any awardmaintain generally for the benefit of its officers and directors against all costs, or any fees or charges and expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of the Company.

Appears in 5 contracts

Samples: Form of Agreement (Cuc International Inc /De/), Agreement (Cuc International Inc /De/), Form of Agreement (Cuc International Inc /De/)

INDEMNIFICATION, LITIGATION. The Company will indemnify the Executive to the fullest extent permitted by the laws of the state of incorporation in effect at that time, or certificate of incorporation and by-laws of the Company whichever affords the greater protection to the Executive. The Executive will be entitled to any insurance proceeds related to any award, or any fees or expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of the Company.

Appears in 5 contracts

Samples: Employment Agreement (National Health Investors Inc), Employment Agreement (National Health Investors Inc), Employment Agreement (National Health Investors Inc)

INDEMNIFICATION, LITIGATION. A. The Company will indemnify the Executive to the fullest extent permitted by the laws of the state of incorporation in effect at that time, or certificate of incorporation and by-laws bylaws of the Company Company, whichever affords the greater protection to the Executive. The Executive will be entitled to any insurance proceeds related policies the Company may elect to any awardmaintain generally for the benefit of its officers and directors against all costs, or any fees or charges and expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of the Company.

Appears in 4 contracts

Samples: Employment Agreement (Simmons Co /Ga/), Employment Agreement (Simmons Co /Ga/), Employment Agreement (Simmons Co /Ga/)

INDEMNIFICATION, LITIGATION. The Company will indemnify the Executive to the fullest extent permitted by the laws of the state of incorporation in effect at that time, or certificate of incorporation and by-laws of the Company whichever affords the greater protection to the Executive. The Executive Company will be entitled use its best efforts to any insurance proceeds related obtain and maintain customary directors and officers liability insurance, covering Executive. The foregoing indemnification shall continue to any award, or any fees or expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer apply following termination of the CompanyPeriod of Employment for actions or omissions during the Period of Employment.

Appears in 3 contracts

Samples: Employment Agreement (Alternative Resources Corp), Employment Agreement (Alternative Resources Corp), Employment Agreement (Alternative Resources Corp)

INDEMNIFICATION, LITIGATION. The Company will indemnify the Executive to the fullest extent permitted by the laws of the state of incorporation in effect at that time, or certificate of incorporation and by-laws of the Company whichever affords the greater protection to the Executive. The Executive Company will be entitled use its best efforts to any insurance proceeds related obtain and maintain customary directors and officer liability insurance, covering Executive. The foregoing indemnification shall continue to any award, or any fees or expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer apply following termination of the CompanyPeriod of Employment for actions or omissions during the Period of Employment.

Appears in 3 contracts

Samples: Employment Agreement (Alternative Resources Corp), Employment Agreement (Alternative Resources Corp), Employment Agreement (Alternative Resources Corp)

INDEMNIFICATION, LITIGATION. The Company Company, and any subsidiary for which Executive provides services, will indemnify the Executive to the fullest extent permitted by the laws of the state of the Company's (or applicable subsidiary's) incorporation in effect at that time, or certificate of incorporation and by-laws of the Company Company, whichever affords the greater protection to the Executive. The Executive will be entitled to any insurance proceeds related to any award, or any fees or expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of the Company.

Appears in 2 contracts

Samples: Employment and Retention Agreement (Flipside Acquisition Corp), Employment and Retention Agreement (Flipside Acquisition Corp)

INDEMNIFICATION, LITIGATION. The Company will indemnify the Executive to the fullest extent permitted by the laws of the state of incorporation in effect at that time, or certificate of incorporation and by-laws bylaws of the Company whichever affords the greater protection to the Executive. The Executive will be entitled to any insurance proceeds related to any award, or any fees or expenses incurred by Executive in connection with any action, suit or proceeding brought by a third party to which he may be made a party by reason of being a director or an officer of the Company.

Appears in 2 contracts

Samples: Employment Agreement (American Homepatient Inc), Employment Agreement (American Homepatient Inc)

INDEMNIFICATION, LITIGATION. A. The Company will indemnify the Executive to the fullest extent permitted by the laws of the state of the Company's incorporation in effect at that time, or certificate of incorporation and by-laws of the Company Company, whichever affords the greater protection to the Executive. The Executive will be entitled to any insurance proceeds related policies the Company may elect to any awardmaintain generally for the benefit of its officers and directors against all costs, or any fees or charges and expenses incurred in connection with any action, suit or proceeding to which he she may be made a party by reason of being a director or officer of the Company.

Appears in 1 contract

Samples: Form of Agreement (Cuc International Inc /De/)

INDEMNIFICATION, LITIGATION. The Company will indemnify the Executive to the fullest extent permitted by the laws of the state of incorporation in effect at that time, or certificate of incorporation and by-laws bylaws of the Company whichever affords the greater protection to the Executive. The Company will maintain directors and officers liability insurance covering the Executive will be entitled to any insurance proceeds related to any award, or any fees or expenses incurred in connection during the Period of Employment and for a period of three (3) years thereafter commencing on the Executive’s termination date with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of the Company.

Appears in 1 contract

Samples: Employment Agreement (Goldleaf Financial Solutions Inc.)

INDEMNIFICATION, LITIGATION. The Company will indemnify the Executive to the fullest extent permitted by the laws of the state of incorporation in effect at that time, or certificate of incorporation and by-laws of the Company whichever affords the greater protection to the Executive. The Executive will be entitled to any insurance proceeds related to any award, or any fees or expenses incurred in connection with any action, suit or proceeding to which he she may be made a party by reason of being a director or officer of the Company.

Appears in 1 contract

Samples: Employment Agreement (Advocat Inc)

INDEMNIFICATION, LITIGATION. The Company will indemnify the Executive to the fullest extent permitted by the laws of the state of incorporation in effect at that time, or certificate of incorporation and by-laws bylaws of the Company whichever affords the greater protection to the Executive. The Executive will be entitled to any insurance proceeds related to any award, or any fees or expenses incurred by the Executive in connection with any action, suit or proceeding brought by a third party to which he may be made a party by reason of being a director or an officer of the Company.

Appears in 1 contract

Samples: Employment Agreement (American Homepatient Inc)

INDEMNIFICATION, LITIGATION. The Company will indemnify the Executive to the fullest extent permitted by the laws of the state of incorporation in effect at that time, or certificate of incorporation and by-laws bylaws of the Company whichever affords the greater protection to the Executive. The Executive Company will be entitled use its best efforts to any maintain directors and officers liability insurance proceeds related to any award, or any fees or expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of covering the CompanyExecutive.

Appears in 1 contract

Samples: Employment Agreement (Goldleaf Financial Solutions Inc.)

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INDEMNIFICATION, LITIGATION. The Company will indemnify the Executive from claims by third parties to the fullest extent permitted by the laws of the state of incorporation in effect at that time, or certificate of incorporation and by-laws of the Company whichever affords the greater protection to the Executive. The In addition, the Company shall enter into a separate indemnity agreement with Executive will be entitled in substantially the form attached as Schedule B to any insurance proceeds related to any award, or any fees or expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of the Companythis Agreement.

Appears in 1 contract

Samples: Employment Agreement (Phycor Inc /Tn/)

INDEMNIFICATION, LITIGATION. The Company will indemnify the Executive to the fullest extent permitted by the laws of the state of incorporation in effect at that time, or certificate of incorporation and by-laws bylaws of the Company whichever affords the greater protection to the Executive. The Executive Company will be entitled to any maintain directors and officers liability insurance proceeds related to any award, or any fees or expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of covering the CompanyExecutive.

Appears in 1 contract

Samples: Employment Agreement (Goldleaf Financial Solutions Inc.)

INDEMNIFICATION, LITIGATION. A. The Company will indemnify the Executive to the fullest extent permitted by the laws of the state of the Company's incorporation in effect at that time, or certificate of incorporation and by-laws of the Company Company, whichever affords the greater protection to the Executive. The Executive will be entitled to any insurance proceeds related policies the Company may elect to any awardmaintain generally for the benefit of its officers and directors against all costs, or any fees or charges and expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of the Company.

Appears in 1 contract

Samples: Agreement (Cuc International Inc /De/)

INDEMNIFICATION, LITIGATION. The Company Company, and any subsidiary for which Executive provides services, will indemnify the Executive to the fullest extent permitted by the laws of the state of the Company's (or applicable subsidiary's) incorporation in effect at that time, or certificate of incorporation and by-laws of the Company Company, whichever affords the greater protection to the Executive. The Executive will be entitled to any insurance proceeds related to any award, or any fees or expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of the Company.EXECUTION VERSION

Appears in 1 contract

Samples: Employment and Retention Agreement (Flipside Acquisition Corp)

INDEMNIFICATION, LITIGATION. The Company will indemnify the Executive to the fullest extent permitted by the laws of the state of incorporation in effect at that time, or certificate of incorporation and by-laws of the Company whichever affords the greater protection to the Executive. The Executive will be entitled to any insurance proceeds related to any award, or any fees or expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of the Company.in

Appears in 1 contract

Samples: Employment Agreement (Advocat Inc)

INDEMNIFICATION, LITIGATION. A. The Company will indemnify the Executive to the fullest extent permitted by the laws of the Company's state of incorporation in effect at that time, or certificate of incorporation and by-laws of the Company Company, whichever affords the greater protection to the Executive. The Executive will be entitled to any insurance proceeds related policies the Company may elect to any awardmaintain generally for the benefit of its officers and directors against all costs, or any fees or charges and expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of the Company.

Appears in 1 contract

Samples: Employment Agreement (Cuc International Inc /De/)

INDEMNIFICATION, LITIGATION. The Company will indemnify the Executive to the fullest extent permitted by the laws of the state of incorporation in effect at that time, or certificate of incorporation and by-laws of the Company whichever affords the greater protection to the Executive. The In addition, the Company shall enter into a separate indemnity agreement with Executive will be entitled in substantially the form attached as Appendix D to any insurance proceeds related to any award, or any fees or expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of the Companythis Agreement.

Appears in 1 contract

Samples: Employment Agreement (Pharmerica Inc)

INDEMNIFICATION, LITIGATION. The Company will indemnify the Executive to the fullest extent permitted by the laws of the state of incorporation in effect at that time, or certificate of incorporation and by-laws of the Company whichever affords the greater protection to the Executive. The Executive Company will be entitled use its best efforts to any insurance proceeds related obtain and maintain customary directors and officers liability insurance, covering Executive. The foregoing indemnification shall continue to any award, or any fees or expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer apply following the termination of the CompanyPeriod of Employment for actions or omissions during the Period of Employment.

Appears in 1 contract

Samples: Employment Agreement (Alternative Resources Corp)

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