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. 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. 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. 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. 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 150% of the annual premium currently paid by the Company and its Subsidiaries for such insurance.
Agreement to Defend and Indemnify. (a) The Buyers shall --------------------------------- cause all rights to indemnification by any of the Spirits Subsidiaries in effect as of the Closing in favor of each present and former director, officer, employee, agent or representative of each of the Spirits Subsidiaries (hereinafter referred to in this Section 6.6 as an "INDEMNIFIED REPRESENTATIVE") -------------------------- as provided in the Charter Documents of the Spirits Subsidiaries or pursuant to other instruments or agreements of the Spirits Subsidiaries existing as of the Closing to survive the Closing and to continue in full force and effect following the Closing Date with respect to events occurring prior to the Closing Date.
(b) The covenants contained in this Section 6.6 shall survive the Closing Date until fully discharged and are intended to benefit each of the Indemnified Representatives.
Agreement to Defend and Indemnify. Buyer will cause all rights to indemnification by the Company in favor of the Members and the officers of the Company set forth on Schedule 5.10 (hereinafter referred to as the “Company Indemnified Parties”) as provided in the Company’s operating agreement or pursuant to other instruments or agreements set forth on Schedule 5.10 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; provided, however, Buyer shall not be liable under the foregoing indemnity for any loss, claim, damage or liability which is finally judicially determined to have resulted primarily from the misrepresentation, willful misconduct, gross negligence of, or fraud perpetrated by, Company Indemnified Parties or under any other exception to indemnification under law or the documents set forth on Schedule 5.10. The covenants contained in this Section 5.10 will survive the Closing Date until fully discharged and are intended to benefit each of the Company Indemnified Parties.
Agreement to Defend and Indemnify. (a) From and after the Effective Time, Parent agrees to, and agrees to cause the Surviving Corporation to, honor any rights to indemnification or exculpation from liabilities in favor of the officers and directors of the Company and each of its Subsidiaries (collectively, the "Indemnified Parties") as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and the indemnification agreements set forth on Schedule 6.8(a), of the Company. Parent further agrees, for a period of five years after the Effective Time, that it will not, and will not permit the Surviving Corporation (or any successor entity owned or controlled by Parent), to amend, modify or repeal any provision of the certificates of incorporation or by-laws (or comparable organizational documents) of the Company or any of its Subsidiaries relating to the indemnification of officers, directors and/or employees.
(b) For five years after the Effective Time, Parent shall, and shall cause the Surviving Corporation (or any successor entity owned or controlled by Parent) to, use reasonable best efforts to provide officers' and directors' liability insurance in respect of acts or omissions occurring at or prior to the Effective Time covering each such person currently covered by the Company's officers' and directors' liability insurance policy on terms reasonably comparable to those of such policy in effect on the date hereof, provided that in satisfying its obligation under this paragraph, Parent shall not be obligated to cause the Surviving Corporation (or any successor entity owned or controlled by Parent) to pay premiums in excess of 200% of the amount per annum the Company paid in its last full fiscal year, which amount has been disclosed in writing to Parent, and if Parent or the Surviving Corporation is unable to obtain the insurance required by this paragraph, it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount.
(c) Notwithstanding Section 9.7 hereof, this Section 6.8 is intended to be for the benefit of and to grant third-party rights to Indemnified Parties whether or not parties to this Agreement, and each of the Indemnified Parties shall be entitled to enforce the covenants contained herein.
(d) If the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such...
Agreement to Defend and Indemnify. For a period of six (6) years after the Closing Date, Parent and Buyer shall cause all rights to indemnification by the Company in effect as of the date hereof in favor of each present and former director, officer, employee, agent or representative of the Company as provided in the Company’s Organizational Documents to survive the Closing and to continue in full force and effect following the Closing Date with respect to events occurring on or prior to the Closing Date. The provisions of this Section 7.5 are intended to be for the benefit of, and shall be enforceable by, each of the parties described in this Section 7.5, their heirs and their personal representatives and shall be binding on all successors and permitted assigns of the Company, Buyer and Parent.
