Agreement to Defend and Indemnify. (a) The Certificate of Incorporation and By-Laws of the Surviving Corporation shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of individuals who as of the date hereof were directors, officers, employees, fiduciary, agents of the Company or otherwise entitled to indemnification under the Certificate of Incorporation, By-Laws or indemnification agreements (the "INDEMNIFIED PARTIES") and such Certificate of Incorporation of the Surviving Corporation shall include provisions providing for advancement of expenses to such Indemnified Parties in accordance with Article VII of the Company's certificate of incorporation and in accordance with Section 145 of Delaware Law. It is understood and agreed that the Company shall, to the fullest extent permitted under Delaware law and regardless of whether the Merger becomes effective, indemnify, defend and hold harmless, and after the Effective Time, the Purchaser will cause the Surviving Corporation, to the fullest extent permitted under Delaware Law, to indemnify, defend and hold harmless, each Indemnified Party against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, including without limitation liabilities arising out of this transaction, to the extent that it was based on the fact that such Indemnified Party is or was a director, officer or employee of the Company and arising out of actions or omissions or alleged actions or omissions occurring at or prior to the Effective Time, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or the Surviving Corporation, as applicable, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received and (ii) the Company and the Surviving Corporation will cooperate in the defense of any such matter; PROVIDED, HOWEVER, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and FURTHER, PROVIDED, that neither the Company...
Agreement to Defend and Indemnify. (a) If any action, suit, proceeding or investigation relating hereto or to the transactions contemplated hereby is commenced (by a Person other than a party hereto or an Affiliate of such party), whether before or after the Effective Time, the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond thereto. Purchaser shall (and shall cause Merger Sub and its Subsidiaries to) indemnify and hold harmless, each present and former director and officer of the Company including, without limitation, officers and directors serving as such on the date hereof and each person who becomes prior to the Effective Time an officer or director of the Company or any of its Subsidiaries (collectively, the “Indemnified Parties”) in respect of acts or omissions occurring at or prior to the Effective Time to the fullest extent permitted by the DGCL or any other applicable law or provided under the Company’s Certificate of Incorporation and By-Laws in effect on the date hereof; provided that (i) such indemnification shall be subject to any limitation required to be imposed from time to time by applicable law; (ii) in connection with any claim as to which indemnification is sought, neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and(iii) neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 5.12 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have an actual conflict of interest in the outcome of such action.
Agreement to Defend and Indemnify. The Association agrees to defend, indemnify, and hold the District (suits by the District excepted) harmless against the District as a result of any action taken or not taken by the District pursuant to proper implementation of the Article contingent upon: a) the District's agreement that the EEA shall be authorized to defend such suit through an attorney of EEA's choosing and b) the District's agreement to provide full cooperation and information to the EEA in defending any suit which may be brought against it as a result of this agreement.
Agreement to Defend and Indemnify. Officers and ----------------------------------------------- Directors Liability Insurance. The Company shall indemnify, hold harmless and ----------------------------- defend the Executive, and shall maintain officers and directors liability insurance covering the Executive, subject to the provisions and for the period specified in Section 6.8 of the Merger Agreement (as defined in Section 2.4 hereof). This section 6.1 shall survive the end of the Employment Period and shall remain in effect for the period specified in Section 6.8 of the Merger Agreement.
Agreement to Defend and Indemnify. Parent shall, and shall cause the Surviving Company to, and the Surviving Company hereby agrees to, do the following:
Agreement to Defend and Indemnify. Without prejudicing its right to indemnification under Article VII hereof, RCGI acknowledges and accepts as contract rights (and agrees to cause the Company to honor in accordance with their terms) the provisions of the Company's charter and/or by-laws or other organizational documents as in effect on the date hereof with respect to indemnification of officers, directors, employees and agents of each of them (collectively, "Indemnified Persons") (including provisions relating to contribution, advancement of expenses and the like), and agrees that, for a period of six years after the Closing Date, indemnity provisions of the charter and by-laws or other organizational documents of the Company, to the extent the Company is still in existence, shall not be modified or amended except as required by law, unless such modification or amendment expands the rights of the Indemnified Persons to indemnification (including with respect to contribution, advancement of expenses and the like).
Agreement to Defend and Indemnify. Purchaser shall cause AIMCOR to indemnify and hold harmless each of the present and former directors, officers, employees and agents of the members of the AIMCOR Group and each present and former director, officer, employee, agent or trustee of any employee benefit plan for employees of any member of the AIMCOR Group (individually, an "Indemnified Employee", and collectively, the "Indemnified Employees") against any losses, claims, damages, liabilities, costs, expenses (including, without limitation, reasonable attorneys' fees), judgments, fines and amounts paid in settlement in connection with any threatened, pending or completed claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative claim ("Indemnifiable Claim"), arising by reason of the fact that the Indemnified Employee is or was a director, officer, employee or agent of a member of the AIMCOR Group and arising out of or pertaining to any action or omission occurring prior to the Closing Date (including, without limitation, any which arise out of or relate to the transaction contemplated by this Agreement), to the full extent permitted under 58 the Delaware General Corporation Law as in effect on the Closing Date (or as such rights to indemnification may be expanded subsequent to the Closing Date under said law). Purchaser acknowledges and accepts as contract rights (and agrees to cause AIMCOR to honor in accordance with their terms) the provisions of AIMCOR's Certificate of Incorporation and/or by-laws as in effect on the date hereof with respect to indemnification of officers, directors, employees and agents of AIMCOR (including provisions relating to contribution, advancement of expenses and the like), and agrees that for a period of six years after the Closing Date the Certificate of Incorporation and by-laws of AIMCOR shall not be modified or amended in any manner that would adversely affect the rights thereunder of individuals who on the Closing Date were the present or former directors, officers, agents or employees of the AIMCOR Group, except as required by law. Purchaser shall cause AIMCOR to advance reasonable expenses (including reasonable attorneys' fees) to each such Indemnified Employee to the full extent permitted by Delaware General Corporation Law. In the event of any Indemnifiable Claim (whether asserted or commenced before or after the Closing Date), the Indemnified Employees may retain counsel satisfactory to them and the Purchaser...
Agreement to Defend and Indemnify. For seven (7) years after the Closing Date, Purchaser shall cause the Company to provide officers’ and directors’ liability insurance and to provide indemnification protection (including with respect to contribution, advancement of expenses and the like) to Indemnified Employees against any Indemnifiable Claim, whether asserted or commenced prior to or after the Closing Date, to the full extent required by the Company’s respective governing documents in effect as of the date hereof and/or the Illinois Limited Liability Company Act.
Agreement to Defend and Indemnify. (a) Parent will cause all rights to indemnification by the Company in favor of each present and former officer or director of the Company (hereinafter referred to as the “Company Indemnified Parties”) as provided in the Company’s Articles of Incorporation or Bylaws (or both) or similar constitutive documents or pursuant to other instruments or agreements, including insurances, in effect on the date hereof, to survive the Closing and to continue in full force and effect following the Closing Date until the expiration of the applicable statute of limitations.
Agreement to Defend and Indemnify. (a) From and after the Effective Time, the Surviving Corporation shall honor all rights to indemnification, advancement of costs and expenses and exculpation from liabilities in favor of the officers and directors of the Company and each of the Company Subsidiaries (collectively, the "Indemnified Parties"), whether pursuant to their respective articles of incorporation or by laws (or comparable organizational documents), the indemnification agreements set forth in Section 7.08(a) of the Company Schedule or otherwise. For a period of six years after the Effective Time, the Surviving Corporation (or any successor entity owned or controlled by Parent) shall not take any action to amend, modify or repeal any provision of the articles of incorporation or by-laws (or comparable organizational documents) of the Surviving Corporation, the Company or any of the Company Subsidiaries in any way that would impair, eliminate, restrict or limit the Indemnified Parties' rights to indemnification, advancement of costs and expenses and exculpation from liabilities.
