Officer Indemnification. Employee shall be entitled to indemnification as provided for the Company's directors and officers in its articles of incorporation and bylaws, as amended from time to time.
Officer Indemnification. The Company agrees that the Consultant shall continue to be entitled to indemnification by the Company against liabilities arising out of claims based upon action taken or omitted by the Consultant in his capacity as an officer or director of the Company or while serving as such or by reason of the fact that he was an officer of the Company and continues to be a member of the Board of Directors of the Company, to the fullest extent permitted under the Massachusetts Business Corporation Law, under the Articles of Organization or By-Laws of the Company, any indemnification agreement between the Consultant and the Company or votes adopted by its Board of Directors. The Company also agrees that the Consultant shall be entitled to indemnification by the Company against liabilities arising out of claims based upon action taken or omitted by the Consultant while acting as a consultant to the Company to the same extent as if the Consultant were an executive officer of the Company.
Officer Indemnification. The current officer indemnification coverage shall remain in full force and effect pursuant to the terms and conditions of the Individual Indemnification Agreement with Xxxxxxxxxx, as well as continued coverage under the Company’s Directors & Officers indemnity program subject to the terms and conditions of the program.
Officer Indemnification. You shall be indemnified and held harmless by the Company in accordance with Article VIII of the Company's By-Laws if you are made, or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that you were an officer of the Corporation. A copy of the Company's By-Laws is included with this Agreement as Exhibit C.
Officer Indemnification. Lusora and LHCS represent and warrant to the Employee that the governing documents of such corporations contain standard indemnifications of the officers and directors thereof for actions taken in good faith in such capacities. Lusora and LHCS further represent and warrant to the Employee that such corporations have in effect directors’ and officers’ $5,000,000 of liability insurance which will cover the Employee. Lusora and LHCS covenant and agree to maintain such insurance at all times during the term of this Agreement and any time the Employee is an officer or director of either such corporation and to provide the Employee with evidence of such insurance.
Officer Indemnification. The Company agrees to indemnify its directors and officers to the fullest extent permitted by the Law.
Officer Indemnification. For a period of six years from and after the Closing Date, the exculpation and indemnification provisions applicable to the directors, former directors, managers, former managers, officers and former officers of the Acquired Entities shall be at least as favorable to such individuals as those contained in the organizational documents of the Acquired Entities as of the date immediately prior to the Closing Date, and Buyer shall not, and shall not permit the Acquired Entities to, amend, repeal or modify any such provision of the organizational documents of the Acquired Entities in any manner that would adversely affect the rights of such individuals thereunder.
Officer Indemnification. Attached hereto as Exhibit C is an agreement to hold harmless and to indemnify the Officer from claims made by third parties or by shareholders on behalf of the Company against the Officer and/or the Company to the fullest extent allowable under Colorado law for all actions or omissions by the Officer in his position with the Company. The Company agrees to reimburse Officer up to $1,500 annually for the premium cost of any umbrella liability insurance policy purchased by the Officer which covers any such claims which may be made against him in connection with his positions with the Company.
Officer Indemnification. The Company will execute no later than December 1, 1996, a separate agreement to hold harmless and advance expenses to indemnify the Officer from claims made by third parties or by shareholders on behalf of the Company against the Officer and/or the Company to the fullest extent allowable under the law for all actions or omissions by the Officer in his position with the Company. The Company agrees to reimburse the Officer up to $1,000 annually for the premium cost of any umbrella liability insurance policy purchased by the Officer which covers any such claims which may be made against him in connection with his positions with the Company.
Officer Indemnification. Company and Consultant acknowledge and agree that immediately prior to execution of this Agreement, Consultant performed services as an officer of the Company. In such capacity and pursuant to Article V of the Amended Code of Regulations of the Company, Consultant is entitled to be indemnified and held harmless by the Company to the furthest extent permitted by law as then in effect, against all costs and expenses reasonably incurred by Consultant concerning, or in connection with, the defense of any claim asserted or suit or proceeding brought against Consultant by reason of Consultant’s conduct or actions in such capacity at the time of incurring such costs or expenses, except costs and expenses incurred in relation to matters as to which Consultant was willfully derelict in the performance of Consultant’s duty. Such officer indemnification for prior service is subject to the further provisions in the Amended Code of Regulations of the Company, Article V, Sections 2 through 7.
