Agreement to Defend and Indemnify. (a) 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 and the Surviving Corporation shall jointly and severally, to the fullest extent permitted under Delaware Law, indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company ("Indemnified Parties") 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, under the Exchange Act in connection with the Offer or the Merger, 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 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 prior written consent (which consent shall not be unreasonably withheld); and further, provided, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 6.8 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 conflicting interests in the outcome of such action. For three years after the Effective Time, the Surviving Corporation shall be required to maintain or obtain officers' and directors' liability insurance covering the Indemnified Parties who are currently covered by the Company's officers and directors liability insurance policy with respect to matters existing or occurring at or prior to the Effective Time on terms not less favorable than those in effect on the date hereof in terms of coverage and amounts; provided, however, that if the aggregate annual pre...
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. 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.
Agreement to Defend and Indemnify. The Surviving Corporation will assume all obligations to indemnify the current or former directors or officers of the Company and its Subsidiaries for acts or omissions occurring at or prior to the Effective Time. The Company and the Surviving Corporation, as applicable, have agreed to maintain in effect for not less than six years after the Offer Completion Date policies of directors' and officers' liability insurance equivalent in all material respects to those maintained by or on behalf of the Company and its Subsidiaries on the date of the Merger Agreement, with annual premiums not to exceed 200% of the annual premium paid by the Company for such insurance for 1999.
Agreement to Defend and Indemnify. (a) The Certificate of Incorporation and By-Laws of the Surviving Corporation shall contain indemnification provisions identical or superior (from the point of view of the Indemnified Parties) to those contained in the Certificate of Incorporation and By-Laws of the Company in existence on the date of this Agreement and that were provided to Parent in accordance with this Agreement and 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 immediately prior to the Effective Time, are or were directors or officers of the Company or otherwise entitled to indemnification under the Certificate of Incorporation or By-Laws or Indemnification Agreements listed in Section 4.9 of the Company Disclosure Schedule, and their respective heirs, executors and personal representatives or under the Underwriting Agreement, dated November 14, 1995, between the Company and the underwriters named therein (the "Indemnified Parties"). The Company shall, to the fullest extent permitted under the DGCL and regardless of whether the Merger becomes effective, indemnify, defend and hold harmless, and after the Effective Time, Parent will cause the Surviving Corporation, to the fullest extent permitted under DGCL, to indemnify, defend and hold harmless, each Indemnified Party against any and all lawsuits, demands, actions, 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, to the extent that it was based in whole or in part on the fact that such Indemnified Party is or was a director or officer 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, 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 will be liable for any settlement effected without its written consent (which...
