Continued Indemnification. The indemnification provisions for Officers and Directors under the Corporation's bylaws and Directors and Officers Liability Insurance shall (to the maximum extent permitted by law) be extended to the Executive during the period following his resignation or termination of employment for any reason (other than a Termination for Cause), whether or not in connection with a Change in Control, with respect to all matters, events or transactions occurring or effected during the Executive's period of employment with the Corporation.
Continued Indemnification. The indemnification provisions for Officers and Directors under the Company’s bylaws, the Directors and Officers Liability Insurance Policy (if any) and any Indemnification Agreement between you and the Company shall (to the maximum extent permitted by law) be extended to you during the period following your resignation or termination of employment for any reason (other than a Termination for Cause), whether or not in connection with a Change in Control, with respect to all matters, events or transactions occurring or effected during your period of employment with the Company.
Continued Indemnification. During the term of and after the expiration of this Agreement, Company shall continue to indemnify Executive, who is or may be in the future a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that Executive is or was a director, officer or employee of the company, or is or was serving at the request of the company as a director, trustee, officer, member, or employee of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, to the extent and under the circumstances permitted by the Company's charter and by-laws as they are in effect.
Continued Indemnification. The indemnification obligations under this Article will continue as to each Indemnitee who has ceased to serve in the capacity that entitled such Indemnitee to indemnification under this Article.
Continued Indemnification. The Executive shall continue to be indemnified to the fullest extent permitted under applicable law and pursuant to the corporate governance documents of the Company and of any other member of the Company Group in accordance with their terms as in effect from time to time for actions and omissions by the Executive occurring during his tenure as an officer and/or director of any member of the Company Group. The Company agrees that for purposes of this Section 2(h) it (or any member of the Company Group, as the case may be) shall interpret and/or apply any provision of applicable law or any corporate governance document relating to indemnification (including advancement of expenses) with respect to the Executive in a manner consistent with how such provisions are interpreted and applied by the Company (or the relevant member of the Company Group) to then active senior executives of the Company or of the relevant member of the Company Group. The Executive shall continue to be covered under the Company’s directors’ and officers’ liability insurance policies in effect from time to time to the same extent he would have been covered if he were employed when a claim is made. The Executive agrees to promptly notify the Company of any claims made against the Executive in his capacity as a former officer, employee and director of the Company or any other member of the Company Group.
Continued Indemnification. On and after the Termination Date, the Company shall continue to indemnify Stuelpe to the full extent permitted by law against liability claims arising out of his activities as an employee or director of the Company at any time and to provide him with continued coverage in respect of such claims under any Directors and Officers insurance policy the Company maintains to the maximum extent any Company officer or director is covered.
Continued Indemnification. The benefits of the indemnification and advancement-of-expenses provisions for officers and directors under the Company’s certificate of incorporation, bylaws, directors and officers liability insurance policy (if any) and any indemnification agreement between you and the Company shall (to the maximum extent permitted by law) be extended to you during the period following your resignation or termination of employment for any reason, whether or not in connection with the Merger, with respect to all acts or omissions occurring during your period of employment with the Company. Notwithstanding any provisions of this Agreement to the contrary, this Section 1 shall survive, with respect to all acts or omissions occurring during your period of employment with the Company, the Termination Date and any such resignation or termination of employment for a period of six (6) years from the date of the Merger; provided, however, that if any claim is asserted or made within such six (6) year period, all rights under this Section 1 shall continue until disposition of such claim.
Continued Indemnification. From and after the Effective Date, the Company shall honor its obligations with respect to the indemnification of (and advancement of related expenses to) Consultant as an officer of the Company arising out the Indemnity Agreement, dated August 1, 1989 (the "Indemnity Agreement"), between Consultant and the Company's affiliate, Marsx Xxxlage Pantries, Inc. ("Village Pantries"), to the full extent as in effect on the date on which this Agreement was executed, in connection with any actual or alleged act or omission occurring prior to the Effective Date in Consultant's official capacity as an officer of the Company. The Company shall take any and all actions necessary to cause Village Pantries to honor its obligations to Consultant under the Indemnity Agreement.
Continued Indemnification. (a) You shall continue to be entitled to indemnification hereunder, even though you may no longer be acting in an Indemnified Capacity.
Continued Indemnification. VIBC agrees that all rights to indemnification or exculpation now existing in favor of the directors, officers, employees and agents of KRBHC and KRB as provided in their Articles of Incorporation, Bylaws or otherwise in effect as of the date hereof with respect to matters occurring prior to the Effective Time of the Merger shall survive the Merger and shall continue in full force and effect. VIBC further agrees that following the consummation of the Merger to the greatest extent permitted by law and regulations applicable to, and the organizational documents or Bylaws of, VIBC as in effect on the date hereof, it shall indemnify, defend, and hold harmless individuals who were officers and directors of KRBHC and KRB as of the date hereof or immediately prior to the Effective Time of the Merger for any claim or loss arising out of their actions while a director or officer, including any acts relating to the Agreement, and shall pay the expenses, including attorneys' fees, of such individuals in advance of the final resolution of any claim, provided such individuals shall first execute an undertaking acceptable to VIB to return such advances in the event it is finally concluded such indemnification is not allowed or proper under applicable law. This Section shall survive the Closing.
