Common use of Company Indemnification Provisions Clause in Contracts

Company Indemnification Provisions. (a) AFI shall cause the Surviving Corporation to maintain the Company's existing indemnification provisions as of the date hereof with respect to present and former directors, officers, employees and agents of the Company and all other Persons who may presently serve or have served at the Company's request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (collectively, the "Indemnified Parties") for all expenses, judgments, fines and amounts paid in settlement by reason of actions or omissions or alleged actions or omissions occurring at or prior to the Effective Time to the fullest 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, and shall cause the Surviving Corporation to perform its obligations under such indemnification provisions in accordance with their respective terms. (b) Immediately prior to the Closing, AFI shall purchase, from one or more insurers chosen by AFI, a single payment, run-off policy or policies of directors' and officers' liability insurance covering current and former officers and directors of the Company and its Subsidiaries on terms and conditions, including limits, as favorable as may be available (but no more favorable to the Indemnified Parties than the policies in effect as of the date of this Agreement), such policy or policies (i) to become effective at the Effective Time and remain in effect for a period of six years after the Effective Time, in the event the Company does not exercise the Renewal Option or (ii) to become effective on the first anniversary of the Effective Time and remain in effect until the sixth anniversary of the Effective Time, in the event the Company does exercise the Renewal Option; provided, however, that (A) such policy shall not be underwritten on a primary basis by AFI or any Affiliate of AFI, (B) each such insurer or insurers shall have an insurer financial strength rating by A.M. Best Co. of at least "A" and (C) the premium for such run-off policy or policies, together with the premium for the Renewal Option, shall not exceed 300% of the last annual aggregate premium paid prior to the date of this Agreement for (i) the primary directors' and officers' insurance policy in place for the Company's directors and officers as of the date hereof, as listed on the Company Disclosure Letter and (ii) the portion of the Umbrella/Excess Policy listed as item 2 on Schedule 7.8 hereof, as the same is in effect on the date hereof, which pertains to directors' and officers' insurance coverage. (c) In addition, the Company shall, notwithstanding any other provision of this agreement, be permitted prior to two weeks before the Effective Time to exercise the right contemplated in its current directors' and officers' insurance policy or policies to extend the reporting period under such policy or policies, as listed on the Company Disclosure Letter, for one year following the Effective Time (such right, the "Renewal Option"). (d) If AFI, the Surviving Corporation 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 AFI or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 7.8. (e) The provisions of this Section 7.8 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) AFI 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, officers and employees and agents of the Company and all other Persons persons who may presently serve or have served at the Company's request as a director, officer, employee employee, member, fiduciary, trustee or agent of another corporation, partnership, joint venture, venture trust or other enterprise or association (collectively, the "Indemnified Parties") for all expenseslosses, judgmentsclaims, fines and amounts paid in settlement by reason 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 fullest 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, and shall cause the Surviving Corporation to perform its obligations under such indemnification provisions in accordance with their respective terms. (b) Immediately prior to the Closing, AFI shall purchase, from one or more insurers chosen by AFI, a single payment, run-off policy or policies of directors' and officers' liability insurance covering current and former officers and directors of the Company and its Subsidiaries on terms and conditions, including limits, as favorable as may be available (but no more favorable to the Indemnified Parties than the policies in effect as of the date of this Agreement), such policy or policies (i) to become effective at the Effective Time and remain in effect for For a period of six years after the Effective Time, Sponsor shall cause to be maintained in effect the event current policies of directors' and officers' liability insurance maintained by the Company does not exercise the Renewal Option ("D&O Insurance") with respect to claims arising from facts or (ii) to become effective on the first anniversary of the Effective Time and remain in effect until the sixth anniversary of events which occurred before the Effective Time, in the event the Company does exercise the Renewal Option; provided, however, that provided that: (Ai) such policy shall not be underwritten on a primary basis by AFI or any Affiliate of AFI, (B) each such insurer or insurers shall have an insurer financial strength rating by A.M. Best Co. Sponsor may substitute therefor policies of at least "A" the same coverage and (C) the premium amounts containing terms and conditions that are no less advantageous or provide tail coverage for such run-off policy 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 policies, together with the Surviving Corporation to incur any annual premium for the Renewal Option, shall not exceed 300in excess of 250% of the last annual estimated aggregate premium paid prior to the date of this Agreement for (i) the primary directors' and officers' insurance policy in place for all current D&O Insurance policies maintained by the Company's directors , which the Company estimates to be $300,000 (the "Current Premium"), and officers as if such premiums for such insurance would at any time exceed 250% of the date hereofCurrent Premium, as listed on then Sponsor shall cause to be maintained policies of insurance which, in Sponsor's good faith determination, provide the Company Disclosure Letter and (ii) the portion maximum coverage available at an annual premium equal to 250% of the Umbrella/Excess Policy listed as item 2 on Schedule 7.8 hereof, as the same is in effect on the date hereof, which pertains to directors' and officers' insurance coverageCurrent Premium. (c) In additionIf Sponsor, the Company shall, notwithstanding any other provision of this agreement, be permitted prior to two weeks before the Effective Time to exercise the right contemplated in its current directors' and officers' insurance policy or policies to extend the reporting period under such policy or policies, as listed on the Company Disclosure Letter, for one year following the Effective Time (such right, the "Renewal Option"). (d) If AFI, the Surviving Corporation 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 AFI Sponsor or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 7.87.7. (ed) The provisions of this Section 7.8 7.7 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) AFI Parent shall or shall cause the Surviving Corporation to maintain the Company's existing indemnification provisions as of the date hereof with respect to present and former directors, officers, employees and agents of the Company and all other Persons who may presently serve or have served at the Company's request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (collectively, the "Indemnified Parties") for all expensesunder (i) Applicable Law, judgments, fines and amounts paid in settlement by reason of actions or omissions or alleged actions or omissions occurring at or prior to the Effective Time to the fullest extent permitted or required under Applicable Law and (ii) the Company's Constituent Documents in effect as of on the date of this Agreement hereof (to the extent consistent with Applicable Law), ) and (iii) indemnification agreements of the Company or any Company Subsidiary in effect on the date hereof (to the extent consistent with Applicable Law) for a period of not less than six (6) years after the Effective Time, and Parent shall cause the Surviving Corporation to perform its obligations under such indemnification provisions in accordance with their respective terms. (b) Immediately prior to the ClosingEffective Time, AFI Parent shall purchase, from one or more insurers chosen by AFI, shall cause the Surviving Corporation to purchase a single payment, run-off policy or policies of directors' and officers' liability insurance covering current the Persons currently covered by the Company's existing directors' and former officers officers' liability insurance policies for claims currently covered by the Company's existing directors' and directors officers' liability insurance policies arising in respect of acts or omissions occurring prior to the Company Effective Time (but only in respect thereof) in amount and its Subsidiaries on terms and conditionsscope at least as favorable, including limitsin the aggregate, as favorable as may be available (but no more favorable to the Indemnified Parties than the policies in effect as of the date of this Agreement)Company's existing policies, such policy or policies (i) to become effective at the Effective Time and remain in effect for a period of six (6) years after the Effective Time, in the event the Company does not exercise the Renewal Option or (ii) to become effective on the first anniversary of the Effective Time and remain in effect until the sixth anniversary of the Effective Time, in the event the Company does exercise the Renewal Option; provided, however, that (A) such policy shall not be underwritten on a primary basis by AFI or any Affiliate of AFI, (B) each such insurer or insurers shall have an insurer financial strength rating by A.M. Best Co. of at least "A" and (C) the premium for such run-off policy or policies, together with the premium for the Renewal Option, policies shall not exceed three hundred percent (300% %) of the last aggregate annual aggregate premium amounts currently paid prior by the Company to the date of this Agreement for (i) the primary maintain its existing directors' and officers' liability insurance policy policies (which amount is disclosed in place for the Company's directors and officers as Section 8.8(b) of the date hereof, as listed on the Company Disclosure Letter and Letter); provided, further, that, if such run-off policy or policies cannot be obtained or can be obtained only by paying aggregate premiums in excess of three hundred percent (ii300%) of such amount, Parent or the portion of the Umbrella/Excess Policy listed as item 2 on Schedule 7.8 hereofSurviving Corporation, as the same is in effect on the date hereofcase may be, which pertains shall only be required to directors' and officers' insurance coverageobtain as much coverage as can be obtained by paying a premium equal to three hundred percent (300%) of such amount. (c) In addition, the Company shall, notwithstanding any other provision of this agreement, be permitted prior to two weeks before the Effective Time to exercise the right contemplated in its current directors' and officers' insurance policy or policies to extend the reporting period under such policy or policies, as listed on the Company Disclosure Letter, for one year following the Effective Time (such right, the "Renewal Option"). (d) If AFIParent, the Surviving Corporation 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, 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 AFI Parent or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 7.88.8. (ed) The provisions of this Section 7.8 8.8 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) AFI shall cause the Surviving Corporation Purchaser agrees that all rights to maintain the Company's indemnification existing indemnification provisions as in favor of the date hereof with respect to present and or former directors, officers, employees employees, fiduciaries and agents of the Company and all other Persons who may presently serve or have served at any of the Company's request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise Company Subsidiaries (collectively, the "Indemnified Parties") for all expenses, judgments, fines and amounts paid as provided in settlement by reason of actions or omissions or alleged actions or omissions occurring at or prior to the Effective Time to the fullest extent permitted or required under Applicable Law and the Company's Constituent Documents Restated Articles of Incorporation or By-Laws or the certificate or articles of incorporation, by-laws or similar organizational documents of any of the Company Subsidiaries as in effect as of the date of this Agreement (hereof or pursuant to the extent consistent terms of any indemnification agreements entered into between the Company and any of the Indemnified Parties with Applicable Lawrespect to matters occurring prior to the Effective Time shall survive the Merger and shall continue in full force and effect (without modification or amendment, except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties' right of indemnification), to the fullest extent and for a period of the maximum term permitted by law, and shall be enforceable by the Indemnified Parties against the Surviving Corporation. At the Closing the Surviving Corporation shall expressly and directly assume by written instrument all such obligations. Purchaser shall cause to be maintained in effect for not less than six years after from the Effective Time, and shall cause Time the Surviving Corporation to perform its obligations under such indemnification provisions in accordance with their respective terms. (b) Immediately prior to the Closing, AFI shall purchase, from one or more insurers chosen by AFI, a single payment, run-off policy or current policies of the directors' and officers' liability insurance covering current and former officers and directors of maintained by the Company and its Subsidiaries on (provided that Purchaser may substitute therefor policies of at least equivalent coverage containing terms and conditions, including limits, as favorable as may be available (but conditions which are no more favorable less advantageous) with respect to the Indemnified Parties than the policies in effect as of the date of this Agreement), such policy or policies (i) matters occurring prior to become effective at the Effective Time and remain in effect for a period of six years after the Effective Time, provided that in no event shall Purchaser or the Surviving Corporation be required to expend to maintain or procure insurance coverage pursuant to this Section 7.8 any amount per annum in excess of 200% of the aggregate premiums paid in 1995 on an annualized basis for such purpose. In the event the Company does payment of such amount for any year is insufficient to maintain such insurance or equivalent coverage cannot exercise the Renewal Option or (ii) to become effective on the first anniversary of the Effective Time and remain in effect until the sixth anniversary of the Effective Time, in the event the Company does exercise the Renewal Option; provided, however, that (A) such policy shall not otherwise be underwritten on a primary basis by AFI or any Affiliate of AFI, (B) each such insurer or insurers shall have an insurer financial strength rating by A.M. Best Co. of at least "A" and (C) the premium for such run-off policy or policies, together with the premium for the Renewal Option, shall not exceed 300% of the last annual aggregate premium paid prior to the date of this Agreement for (i) the primary directors' and officers' insurance policy in place for the Company's directors and officers as of the date hereof, as listed on the Company Disclosure Letter and (ii) the portion of the Umbrella/Excess Policy listed as item 2 on Schedule 7.8 hereof, as the same is in effect on the date hereof, which pertains to directors' and officers' insurance coverage. (c) In addition, the Company shall, notwithstanding any other provision of this agreement, be permitted prior to two weeks before the Effective Time to exercise the right contemplated in its current directors' and officers' insurance policy or policies to extend the reporting period under such policy or policies, as listed on the Company Disclosure Letter, for one year following the Effective Time (such right, the "Renewal Option"). (d) If AFIobtained, the Surviving Corporation or any of its or their successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not purchase as much insurance as may be purchased for 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 AFI or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 7.8. (e) amount indicated. The provisions of this Section 7.8 shall survive the consummation of the Merger and expressly 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) AFI Parent shall or shall cause the Surviving Corporation to maintain the Company's ’s existing indemnification provisions as of the date hereof with respect to present and former directors, officers, employees and agents of the Company and all other Persons who may presently serve or have served at the Company's ’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (collectively, the "“Indemnified Parties"”) for all expenses, judgments, fines and amounts paid in settlement by reason of actions or omissions or alleged actions or omissions occurring at or prior to the Effective Time to the fullest extent permitted or required under under, (i) Applicable Law and Law, (ii) the Company's ’s Constituent Documents in effect as on the date hereof (to the extent consistent with Applicable Law) and (iii) indemnification agreements of the Company or any Company Subsidiary in effect on the date of this Agreement hereof (to the extent consistent with Applicable Law), for a period of not less than six (6) years after the Effective Time, and shall cause the Surviving Corporation to perform its obligations under such indemnification provisions in accordance with their respective terms. (b) Immediately prior to the ClosingEffective Time, AFI Parent shall purchase, from one or more insurers chosen by AFI, shall cause the Surviving Corporation to purchase a single payment, run-off policy or policies of directors' ’ and officers' ’ liability insurance covering current the Persons currently covered by the Company’s existing directors’ and former officers officers’ liability insurance policies for claims arising in respect of acts or omissions occurring prior to the Effective Time (but only in respect thereof) in amount and directors of scope at least as favorable, in the Company and its Subsidiaries on terms and conditions, including limitsaggregate, as favorable as may be available (but no more favorable to the Indemnified Parties than the policies in effect as of the date of this Agreement)Company’s existing policies, such policy or policies (i) to become effective at the Effective Time and remain in effect for a period of six (6) years after the Effective Time, in the event the Company does not exercise the Renewal Option or (ii) to become effective on the first anniversary of the Effective Time and remain in effect until the sixth anniversary of the Effective Time, in the event the Company does exercise the Renewal Option; provided, however, that (A) such policy shall not be underwritten on a primary basis by AFI or any Affiliate of AFI, (B) each such insurer or insurers shall have an insurer financial strength rating by A.M. Best Co. of at least "A" and (C) the premium for such run-off policy or policies, together with the premium for the Renewal Option, policies shall not exceed 300% two hundred percent (200%) of the last aggregate annual aggregate premium amounts currently paid prior by the Company to the date of this Agreement for (i) the primary maintain its existing directors' and officers' insurance policy in place for the Company's directors ’ and officers as ‘ liability insurance policies (which amount is disclosed in Section 8.8(b) of the date hereof, as listed on the Company Disclosure Letter Letter); and provided, further, that, if such run-off policy or policies cannot be obtained or can be obtained only by paying aggregate premiums in excess of two hundred percent (ii200%) of such amount, Parent or the portion of the Umbrella/Excess Policy listed as item 2 on Schedule 7.8 hereofSurviving Corporation, as the same is in effect on the date hereofcase may be, which pertains shall only be required to directors' and officers' insurance coverageobtain as much coverage as can be obtained by paying a premium equal to two hundred percent (200%) of such amount. (c) In addition, the Company shall, notwithstanding any other provision of this agreement, be permitted prior to two weeks before the Effective Time to exercise the right contemplated in its current directors' and officers' insurance policy or policies to extend the reporting period under such policy or policies, as listed on the Company Disclosure Letter, for one year following the Effective Time (such right, the "Renewal Option")[Reserved]. (d) If AFIParent, the Surviving Corporation 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, 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 AFI Parent or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 7.88.8. (e) The provisions of this Section 7.8 8.8 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) AFI shall cause the Surviving Corporation to maintain the Company's ’s existing indemnification provisions as of the date hereof with respect to present and former directors, officers, employees and agents of the Company and all other Persons who may presently serve or have served at the Company's ’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (collectively, the "“Indemnified Parties"”) for all expenses, judgments, fines and amounts paid in settlement by reason of actions or omissions or alleged actions or omissions occurring at or prior to the Effective Time to the fullest extent permitted or required under Applicable Law and the Company's ’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, and shall cause the Surviving Corporation to perform its obligations under such indemnification provisions in accordance with their respective terms. (b) Immediately prior to the Closing, AFI shall purchase, from one or more insurers chosen by AFI, a single payment, run-off policy or policies of directors' ’ and officers' ’ liability insurance covering current and former officers and directors of the Company and its Subsidiaries on terms and conditions, including limits, as favorable as may be available (but no more favorable to the Indemnified Parties than the policies in effect as of the date of this Agreement), such policy or policies (i) to become effective at the Effective Time and remain in effect for a period of six years after the Effective Time, in the event the Company does not exercise the Renewal Option or (ii) to become effective on the first anniversary of the Effective Time and remain in effect until the sixth anniversary of the Effective Time, in the event the Company does exercise the Renewal Option; provided, however, that (A) such policy shall not be underwritten on a primary basis by AFI or any Affiliate of AFI, (B) each such insurer or insurers shall have an insurer financial strength rating by A.M. Best Co. of at least "“A" ” and (C) the premium for such run-off policy or policies, together with the premium for the Renewal Option, shall not exceed 300% of the last annual aggregate premium paid prior to the date of this Agreement for (i) the primary directors' ’ and officers' ’ insurance policy in place for the Company's ’s directors and officers as of the date hereof, as listed on the Company Disclosure Letter and (ii) the portion of the Umbrella/Excess Policy listed as item 2 on Schedule 7.8 hereof, as the same is in effect on the date hereof, which pertains to directors' ’ and officers' ’ insurance coverage. (c) In addition, the Company shall, notwithstanding any other provision of this agreement, be permitted prior to two weeks before the Effective Time to exercise the right contemplated in its current directors' ’ and officers' ’ insurance policy or policies to extend the reporting period under such policy or policies, as listed on the Company Disclosure Letter, for one year following the Effective Time (such right, the "“Renewal Option"”). (d) If AFI, the Surviving Corporation 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 AFI or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 7.8. (e) The provisions of this Section 7.8 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives.