Directors’ and Officers’ Insurance and Indemnification Sample Clauses

Directors’ and Officers’ Insurance and Indemnification. For not less than six (6) years from and after the Effective Date, Aon agrees to indemnify and hold harmless all individuals who at or prior to the Effective Time are past or present directors, officers or employees of WTW or WTW Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Acquisition or any of the other Transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary of WTW or any of the WTW Subsidiaries or of any Person if such service was at the request or for the benefit of WTW or any of the WTW Subsidiaries, to the fullest extent permitted by Law or provided pursuant to WTW Governing Documents or the organizational documents of any WTW Subsidiary or any indemnification agreements, if any, in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or by-laws (or comparable organizational documents) or in any agreement shall survive the Acquisition and shall continue in full force and effect. For six (6) years after the Effective Time, Aon shall cause to be maintained in effect the provisions in (i) WTW Governing Documents and the organizational documents of any WTW Subsidiary and (ii) any other agreements ...
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Directors’ and Officers’ Insurance and Indemnification. (a) From and after the consummation of the Offer, Parent shall, and shall cause the Company (or, if after the Effective Time, the Surviving Corporation) to, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer or director (the "Company Indemnified Party") of the Company and its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorney's fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, the fact that such person is or was a director or officer of the Company or any of its Subsidiaries, and to the extent that any such Claim pertains to any matter or fact arising out of any act or omission prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under applicable law or the Company's Articles of Incorporation, By-laws or indemnification agreements in effect at the date hereof identified on Schedule 5.7, or otherwise as permitted by contracts identified on Schedule 5.7, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Company Indemnified Party becomes involved in any capacity in any Claim, then from and after consummation of the Offer Parent shall, or shall cause the Company (or the Surviving Corporation if after the Effective Time) to, periodically advance to such Company Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Company Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Company Indemnified Party is not entitled thereto.
Directors’ and Officers’ Insurance and Indemnification. The Company shall maintain insurance to insure the Executive against any claim arising out of an alleged wrongful act by the Executive while acting as a director or officer of the Company. The Company shall further indemnify and exculpate from money damages the Executive to the fullest extent permitted under applicable law.
Directors’ and Officers’ Insurance and Indemnification. (a) From and after the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, indemnify and hold harmless the individuals who at any time prior to the Effective Time were directors or officers of the Company or any of its present or former Subsidiaries (the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities in connection with actions or omissions occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) to the fullest extent permitted by Law and by the by-laws of the Company or any applicable Subsidiary, and Parent shall, and shall cause the Surviving Corporation to, promptly advance expenses as incurred to the fullest extent permitted by Law and the by-laws of the Company or any applicable Subsidiary. After the Effective Time, Parent and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) fulfill and honor to the maximum extent permitted by applicable Law, all rights to exculpation or indemnification for acts or omissions occurring prior to the Effective Time existing as of the Effective Time in favor of directors and officers of the Company, its Subsidiaries or any of their predecessors in their capacity as officers or directors, and the heirs, executors, trustees, fiduciaries and administrators of such officer or director (each, a “D&O Indemnitee”), as provided in the Company’s or each of its Subsidiaries’ respective certificate of incorporation and by-laws (or comparable organizational or governing documents) or in any agreement, shall survive the transactions contemplated by this Agreement and shall continue in full force and effect in accordance with their terms. After the Effective Time, Parent and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) fulfill and honor such obligations to the maximum extent permitted by applicable Law. In addition, for a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, cause the certificate of incorporation and by-laws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification and exculpation that are at least as favorable as the indemnification and exculpation provisions contained in the c...
Directors’ and Officers’ Insurance and Indemnification. (a) For a period of six (6) years after the Effective Time, the Surviving Corporation shall indemnify, defend and hold harmless the individuals who served as officers or directors of the Company and the Company Subsidiaries at any time at or prior to the Effective Time (the “Covered Persons”) as provided by the terms of the Company Governing Documents in effect on the date hereof and under any agreements (the “Indemnification Agreements”) as in effect on the date hereof (true, complete and correct copies of which previously have been provided to the Purchaser) against any liabilities and expenses (including counsel fees and disbursements, and amounts of judgments, fines or penalties against, or amounts paid in settlement by, any Covered Person) actually and reasonably incurred by such Covered Persons arising out of or relating to actions or omissions occurring at or prior to the Effective Time to the full extent permissible under applicable provisions of the CGCL and/or the DGCL; provided, that the Surviving Corporation’s obligation to pay any amount in settlement shall be conditioned upon such settlement being effected with the written consent of the Surviving Corporation, which consent shall not be unreasonably withheld; provided, further, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims.
Directors’ and Officers’ Insurance and Indemnification. The Subsidiary shall provide directors and officers insurance covering the Employee for events occurring during the Employment Term on terms at least as favorable as coverage for Directors of the Company, and the Subsidiary shall provide indemnification to the Employee to the full extent allowed by the law of its jurisdiction of incorporation.
Directors’ and Officers’ Insurance and Indemnification. The Company shall also carry reasonable and customary D&O liability insurance coverage for the benefit of its officers and directors, including Executive, during the term of this Agreement and for a customary tail period following the termination of Executive’s employment or service as a member of the Board. Executive shall be entitled to be indemnified by the Company to the fullest extent permitted by the applicable state law and consistent with Company’s Second Amended and Restated Certificate of Incorporation, as amended.
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Directors’ and Officers’ Insurance and Indemnification. The Subsidiary shall provide directors and officers insurance covering the Employee for events occurring during the Employment Term on terms at least as favorable as coverage for Directors of the Company, and the Subsidiary shall provide indemnification to the Employee to the full extent allowed by the law of its jurisdiction of incorporation, such indemnification to continue as to the Employee even if the Employee ceases to be an officer, director, employee or agent of the Subsidiary or the Company, and shall inure to the benefit of the Employee's heirs, executors and administrators. The insurance and indemnification provided by the Subsidiary under this Section 9(b) shall apply to any indemnifiable or insurable acts or omissions of the Employee as an officer, director or employee of the Subsidiary or the Company or any of their respective subsidiaries or affiliates, and the obligations of the Subsidiary under this Section 9(b) shall continue during the Employment Term and, after the Employee ceases to be a director, officer, employee or agent of the Subsidiary or the Company, during any period which the Employee may be liable for acts or omissions as an officer, director or employee of the Subsidiary or the Company or their respective subsidiaries or affiliates.
Directors’ and Officers’ Insurance and Indemnification. Executive shall be covered under the Company’s then-existing directors and officers insurance policy. Executive also shall be indemnified as provided in the Company’s then-existing bylaws and Articles of Incorporation.
Directors’ and Officers’ Insurance and Indemnification. CSI agrees that at all times after the Effective Date, it will and shall cause the Surviving Corporation to, for not less than six years, indemnify each person who is a director or officer of RP on the date hereof (individually an "Indemnified Party" and collectively the "Indemnified Parties"), with respect to any claim, liability, loss, damage, judgment, fine, penalty, amount paid in settlement or compromise, cost or expense, including reasonable fees and expenses of legal counsel ("Indemnified Liability"), to the extent such Indemnified Party would have been indemnified pursuant to RP's articles of incorporation or by-laws as in effect as of the date hereof, based in whole or in part on, or arising in whole or in part out of, any matter existing or occurring at or prior to the Effective Date whether commenced, asserted or claimed before or after the Effective Date, and shall advance expenses to such Indemnified Party to the extent such Indemnified Party would have been advanced expenses pursuant to RP's articles of incorporation or by-laws as in effect as of the date hereof. CSI shall, and shall cause the Surviving Corporation to, maintain in effect for not less than six years after the Effective Date, the current policies of directors' and officers' liability insurance maintained by RP on the date hereof (provided that CSI may substitute therefor policies having at least the same coverage and containing terms and conditions which are no less advantageous to the persons currently covered by such policies as insured) with respect to matters existing or occurring on or prior to the Effective Date.
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