Company Indemnification Provisions Clause Samples
Company Indemnification Provisions. (a) Without limiting any additional rights that any director, officer, trustee, employee or agent may have under any employment or indemnification agreement or under the Company’s Constituent Documents, this Agreement or, if applicable, similar organizational documents or agreements of any of the Company Subsidiaries, from and after the Effective Time, Parent shall cause the Surviving Corporation to (i) indemnify and hold harmless each person who was, is at the date of this Agreement or becomes during the period from the date of this Agreement through the Closing Date (A) a director or officer of the Company or the Company Subsidiaries, (B) a director, officer or trustee of another entity (but only to the extent that such person is or was serving in such capacity at the request of the Company) or (C) an employee or agent of the Company or any Company Subsidiary (collectively, the “Indemnified Parties”), in each case, to the fullest extent authorized or permitted by Applicable Law, as now or hereafter in effect, in connection with any Claim and any judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) resulting therefrom and (ii) promptly pay on behalf of or, within ten (10) Business Days after any request for advancement, advance to each of the Indemnified Parties, to the fullest extent authorized or permitted by Applicable Law, as now or hereafter in effect, any expenses incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification or advancement, in each case, without the requirement of any bond or other security; provided that the Indemnified Party to whom expenses are advanced provides a customary undertaking to repay such advances if it is ultimately determined by a final and nonappealable judicial determination that such Indemnified Party is not entitled to indemnification under Applicable Law. The indemnification and advancement obligations of the Surviving Corporation pursuant to this Section 8.8(a) shall extend to acts or omissions occurring at or before the Effective Time and any Claim relat...
Company Indemnification Provisions. (a) Sponsor shall cause the Surviving Corporation to maintain the Company's existing indemnification provisions as of the date hereof with respect to and to have it perform in the same manner as the Company's existing indemnification provisions with respect to present and former directors, officers and employees of the Company and all other persons who may presently serve or have served at the Company's request as a director, officer, employee, member, fiduciary, trustee or agent of another corporation, partnership, joint venture trust or other enterprise or association (collectively, the "Indemnified Parties") for all losses, claims, damages, expenses or liabilities arising out of actions or omissions or alleged actions or omissions occurring at or prior to the Effective Time to the extent permitted or required under Applicable Law and the Company's Constituent Documents in effect as of the date of this Agreement (to the extent consistent with Applicable Law), for a period of not less than six years after the Effective Time.
(b) For a period of six years after the Effective Time, Sponsor shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company ("D&O Insurance") with respect to claims arising from facts or events which occurred before the Effective Time, provided that:
(i) Sponsor may substitute therefor policies of at least the same coverage and amounts containing terms and conditions that are no less advantageous or provide tail coverage for such persons covered by the D&O Insurance which tail coverage shall provide coverage for a period of six years after the Effective Time for acts taken prior to the Effective Time on terms no less favorable than the terms of such current D&O Insurance coverage; and
(ii) nothing contained herein shall require Sponsor or the Surviving Corporation to incur any annual premium in excess of 250% of the last annual estimated aggregate premium paid prior to the date of this Agreement for all current D&O Insurance policies maintained by the Company, which the Company estimates to be $300,000 (the "Current Premium"), and if such premiums for such insurance would at any time exceed 250% of the Current Premium, then Sponsor shall cause to be maintained policies of insurance which, in Sponsor's good faith determination, provide the maximum coverage available at an annual premium equal to 250% of the Current Premium.
(c) If Sponsor, Surviving Corporation o...
Company Indemnification Provisions. (a) Commencing on the Closing Date and continuing for a period of not less than six years after the Closing Date, to the extent required or permitted under Applicable Law, HoldCo shall indemnify and defend all persons who prior to the Effective Date served as directors or officers of EML, EHC or any of their respective subsidiaries (collectively, the “Indemnified Parties”) from and against any and all losses, claims, damages, demands, lawsuits, expenses or liabilities (collectively, “Losses”) that arise out, result from, or are otherwise attributable to an Indemnified Party’s status or service as an officer or director of EML, EHC, or any of their respective subsidiaries; provided, however, indemnification shall not be provided for Losses if or to the extent that (i) indemnification is prohibited by law; (ii) the Indemnified Parties would not have been entitled to indemnification for the Loss from either EHC or EML if the Loss had been incurred and reported in the period prior to the Effective Date; or (iii) the Loss arises out of intentional misconduct, knowing dishonesty or fraud on the part of the Indemnified Party.
(i) Prior to the Closing Date, each of EML and EHC shall purchase reporting tail coverage under their current policies of directors’ and officers’ liability insurance (“D&O Insurance”), which reporting tail coverage shall take effect on the Closing Date and shall have a reporting tail period of not less than six years.
(b) If HoldCo or any of its or their successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provisions shall be made so that the successors and assigns of HoldCo or the surviving corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.7.
(c) The provisions of this Section 6.7 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives.
Company Indemnification Provisions. (a) If the Merger is consummated, then, until the sixth anniversary of the Effective Time, Parent will cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company to its present and former directors and officers (the “Covered Persons”) pursuant to indemnification agreements with the Company in effect on the date of this Agreement and set forth in Schedule 5.6, and pursuant to the Charter Documents in effect as of the date of this Agreement (the “Company Indemnification Provisions”), with respect to claims arising out of acts or omissions occurring at or prior to the Effective Time that are asserted after the Effective Time. Any claims for indemnification made under this Section 5.6 on or prior to the sixth anniversary of the Effective Time shall survive such anniversary until the final resolution thereof.
(b) This Section 5.6 shall survive the consummation of the Merger, is intended to benefit each Covered Person, shall be binding on all successors and assigns of the Surviving Corporation and Parent, and shall be enforceable by the Covered Persons, who are express third party beneficiaries of this Section 5.6; provided, however, that recourse shall first be against the D&O Tail Policy until it is exhausted before recovery against Parent shall take place.
(c) Notwithstanding anything to the contrary herein, the obligations under this Section 5.6 shall not be terminated or modified in a manner as to adversely affect any Covered Person without the consent of such affected Covered Person.
Company Indemnification Provisions. 53 7.9 Approval of New Fund Contracts..................................54 7.10 Non-Fund Consents...............................................54 7.11 Information in Registered Fund Proxy Materials..................55