Indemnification; Officers' and Directors' Insurance. (a) From and after the Closing, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify and hold harmless each former director and officer of the Company (the "Company Indemnified Parties"), against any and --------------------------- all demands, claims, complaints, actions, or causes of action, suits, proceedings, investigations, arbitrations, assessments, losses, fees, damages, liabilities, obligations (including those arising out of any action such as a settlement or compromise thereof or judgement or award therein) and any out-of- pocket costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements incurred or suffered by any of the Company Indemnified Parties in connection with any Liabilities or any claim, action, suit, proceeding or investigation, 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 would have been permitted under the Company Articles of Incorporation and Company Bylaws, in each case as in effect on the date hereof, to indemnify such Company Indemnified Parties, and (ii) advance reasonable expenses as incurred by any Company Indemnified Party in connection with any matters for which such Company Indemnified Party is entitled to indemnification from Parent and the Surviving Corporation pursuant to this Section 6.9(a) to the -------------- fullest extent permitted under the Company Articles of Incorporation and Company Bylaws.
Indemnification; Officers' and Directors' Insurance. (a) From and after the Effective Time, the Surviving Corporation shall indemnify, defend and hold harmless each person who is now, or who becomes prior to the Effective Time, an officer or director of the Company (the "Indemnified Parties") against all losses, expenses, claims, damages, liabilities, costs, expenses, judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval will not be unreasonably withheld) arising out of any action or omission of such Indemnified Party in his or her capacity as an officer or director of the Company in connection with the transactions contemplated by this Agreement to the fullest extent provided for under the Company's Certificate of Incorporation and By Laws as in effect as of the date hereof or permitted or required by applicable law, including without limitation the advancement of expenses. Parent agrees that all rights to indemnification existing in favor of the Indemnified Parties as provided in the Company's Certificate of Incorporation or By-Laws, as in effect as of the date hereof, with respect to matters occurring through the Effective Time, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time, and Parent hereby guarantees the due and prompt performance in full of such indemnification obligations of the Surviving Corporation. Parent agrees to use its best efforts to cause the Surviving Corporation to maintain in effect for not less than three years after the Effective Time the current policies of directors' and officers' liability insurance maintained by the Company with respect to matters occurring prior to the Effective Time; PROVIDED, HOWEVER, that (i) the Surviving Corporation may substitute therefor policies of at least the same coverage (with carriers comparable to the Company's existing carriers) containing terms and conditions which are no less advantageous to the Indemnified Parties and (ii) the Surviving Corporation shall not be required to pay a premium at a rate for such insurance in excess of 200% of the annual premium rate represented by the last premium paid prior to the date hereof, but in such case shall purchase as much coverage as possible for such amount and (iii) any or all of the Indemnified Parties shall have the right to provide funds to the Surviving Corporation to fund premiums to the extent they exceed such 200% level.
Indemnification; Officers' and Directors' Insurance. (a) The Company may purchase a six (6) year extended reporting period endorsement ("reporting tail coverage") with respect to the Company's directors and officers liability insurance currently in effect, and maintain such endorsement in full force and effect for its full term, provided that neither Parent nor the Surviving Company shall be required to pay more than $40,000 for such reporting tail coverage.
Indemnification; Officers' and Directors' Insurance. (a) All rights to indemnification or exculpation now existing in favor of the past and present directors, officers, employees and agents of the Company and its Subsidiaries as provided in their respective charters or by-laws or otherwise in effect as of the Closing Date with respect to matters occurring prior to the Closing Date shall survive the transactions contemplated hereby and shall continue in full force and effect. To the maximum extent permitted by the DGCL, such indemnification shall be mandatory rather than permissive and the Company shall advance expenses in connection with such indemnification. The Certificate of Incorporation of the Company shall contain provisions which are substantially similar to the provisions with respect to indemnification and exculpation set forth in Article SEVENTH of the Company's Restated Certificate of Incorporation as in effect on the date hereof, and the Company's by-laws shall contain provisions which are substantially similar to the provisions with respect to indemnification and insurance set forth in Article XI of the Company's by-laws as in effect on the date hereof, which provisions shall not, until the sixth anniversary of the date hereof in either case be amended in any manner that would materially and adversely affect the rights of the Company's past and present employees, agents, directors or officers thereunder for acts or omissions on or prior to the Closing Date, except if any such amendment is required by Applicable Law. Any determination required to be made with respect to whether a party's conduct complies with the standards set forth in the Certificate of Incorporation or by-laws of the Company or under the DGCL shall be made by independent counsel selected by the Company and reasonably acceptable to the indemnified party (whose fees and expenses shall be paid by the Company).
Indemnification; Officers' and Directors' Insurance. Employer agrees that in connection with his service to Employer, Executive will be entitled to the benefit of any indemnification provisions in Employer’s charter documents and any director and officer liability insurance coverage carried by Employer, if any. Employer will take no action to amend or revise the provisions in its charter documents that would reduce or impair the right of Executive to indemnification thereunder.
Indemnification; Officers' and Directors' Insurance. (a) From and after the Effective Time, Newco shall, or shall cause the Surviving Corporation to, indemnify, defend and hold harmless the present and former officers and directors of the Company (each an "Indemnified Officer/Director") against all losses, expenses, claims, damages, liabilities or amounts that are paid in settlement of, or otherwise in connection with, any claim, action, suit, proceeding or investigation (a "Claim"), based in whole or in part on the fact that such person is or was a director or officer of the Company and arising out of actions or omissions occurring at or prior to the Effective Time (including, without limitation, in connection with the Merger and the other transactions contemplated by this Agreement), in each case to the full extent permitted under the Mississippi BCA and the Company's certificate of incorporation and bylaws (to the extent permitted by applicable law) as in effect on the date of this Agreement. Newco shall, or shall cause the Surviving Corporation to, pay any expenses in advance of the final disposition of any such Claim to each Indemnified Officer/Director to the fullest extent permitted under the Mississippi BCA upon receipt from the Indemnified Officer/Director to whom expenses are advanced of any undertaking to repay such advances required under the Mississippi BCA. Newco shall, or shall cause the Surviving Corporation to, cooperate in the defense of any such matter.
Indemnification; Officers' and Directors' Insurance. Except to the extent Surviving Corporation is merged into Key or its affiliates, the Surviving Corporation's articles of incorporation and bylaws shall not be amended in a manner that adversely affects the rights of any Indemnified Executive thereunder unless otherwise required by applicable law. The Surviving Corporation shall maintain, for not less than three years after the Effective Date, director's and officer's liability insurance covering each Indemnified Executive on terms not materially less favorable than the insurance maintained in effect by QSI on the date hereof in terms of coverage (including without limitation types of claims, time period of claims, exclusions and persons covered), amounts and deductibles; provided that the costs of such insurance shall not exceed $100,000 or the covered Indemnified Executive shall be responsible for payments in amounts in excess of such $100,000, shall reduce the coverage limits to levels that will not exceed the $100,000 premium, or may elect to terminate coverage. Each Indemnified Executive is intended to be a third party beneficiary of this Section 8.5 and may specifically enforce its terms. This Section 8.5 shall not limit or otherwise adversely affect any rights any Indemnified Executive may have under any agreement with QSI or under QSI's articles of incorporation or bylaws.
Indemnification; Officers' and Directors' Insurance. As a trustee and officer of the Company, the Executive shall be entitled to the benefits of those provisions of the Declaration of Trust of the Company, as amended, which provide for indemnification of officers and trustees of the Company, and of the bylaws or the equivalent regulations of the Company. No such provision shall be amended to any way limit or reduce the extent of indemnification available to Executive as an officer or trustee of the Company. In addition, to the fullest extent permitted by law, the Company shall indemnify and save and hold harmless the Executive from and against any and all claims, demands, liabilities, costs and expenses, including judgments, fines or amounts paid on account thereof (whether in settlement or otherwise), and reasonable expenses, including attorneys fees actually and reasonably incurred (except only if and to the extent that such amounts shall be finally adjudged to have been caused by Executive's willful breach of the express provisions of this Agreement) to the extent that the Executive is made a party to or witness in any action, suit or proceeding or if a claim or liability is asserted against Executive (whether or not in the right of the Company), by reason of the fact that he was or is a trustee or officer or acted in such capacity on behalf of the Company, or by reason of or arising out of or resulting from entering into this Agreement or the rendering of services by the Executive pursuant to this Agreement, whether or not the same shall proceed to judgment or be settled or otherwise be brought to a conclusion. The Company shall advance to Executive on demand all reasonable expenses incurred by Executive in connection with the defense or settlement or any such claim, action, suit or proceeding, and Executive hereby undertakes to repay such amounts only if and to the extent that it shall be finally adjudged that the Executive is not entitled to be indemnified by the Company under this Agreement or under the Declaration of Trust or the bylaws or equivalent regulations of the Company as of the date hereof which govern indemnification of officers or trustees of the Company (but also giving effect only to future amendments which broaden or expand any such indemnification and obligations or right more favorably to Executive). Executive shall also be entitled to recover any cost of enforcing his rights under this Section (including without limitations reasonable attorneys fees and disbursements) in the event an...
Indemnification; Officers' and Directors' Insurance. (a) Acquisition agrees that all rights to indemnification existing as of the date hereof in favor of the present or former directors, officers, employees, fiduciaries and agents of Xxxxxxxx or any of the Subsidiaries as provided in Xxxxxxxx'x certificate of incorporation or by-laws or pursuant to other agreements, arrangements or the certificate of incorporation, by-laws or similar documents of any of the Subsidiaries as in effect on 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 pursuant to the terms thereof. The Surviving Corporation shall cause to be maintained in effect for not less than six years from the Effective Time the policies of directors' and officers' liability insurance and the Xxxxxxxx employed lawyers liability insurance maintained by Xxxxxxxx and its Subsidiaries, each as in effect on the date hereof (provided that they may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous), with respect to matters occurring prior to the Effective Time.
Indemnification; Officers' and Directors' Insurance. (a) For a period of six years after the Effective Time, Purchaser shall cause the Surviving Corporation to maintain in effect the current provisions of the Certificate of Incorporation and By-laws of the Company (which shall be contained in the Certificate of Incorporation and By-laws of Merger Sub and the Surviving Corporation) relating to the rights to indemnification of officers and directors with respect to indemnification for acts and omissions occurring prior to the Effective Time.
