Deeds of indemnity and insurance. (a) Subject to the Scheme becoming Effective and the Transaction completing, Bxxxxx undertakes in favour of Vxxx and each other person who is a Veda Indemnified Party that it will:
(1) for a period of 7 years from the Implementation Date, ensure that the constitutions of Veda and each other Veda Group Member continues to contain such rules as are contained in those constitutions at the date of this deed that provide for each company to indemnify each of its directors and officers against any liability incurred by that person in his or her capacity as a director or officer of the company to any person other than a Veda Group Member;
(2) procure that Veda and each Veda Group Member complies with any deeds of indemnity, access and insurance made by them in favour of their respective directors and officers from time to time (Relevant Deed) and without limiting the foregoing, ensure that directors’ and officers’ run-off insurance cover for such directors and officers is maintained in the form as entered into pursuant to and in accordance with Veda’s existing policies immediately prior to the date of this deed for a period of 7 years from the retirement date of each director and officer and without limiting the foregoing, not take any action or make any omission which would prejudice or adversely affect any such directors’ and officers’ run-off insurance cover taken out pursuant to and in accordance with Veda’s existing policies immediately prior to the date of this deed (including, without limitation, ensuring that if a Veda Group Member ceases to exist or ceases to be a Bidder Group Member after the Implementation Date, each Veda Indemnified Person continues to have the benefit of an indemnity from the Bidder on terms no less favourable than those contained in the Relevant Deed as at the Effective Date);
(3) not vary or cancel the run-off insurance policy referred to in clause 8.3(c); and
(4) not commit any act or omission that may prejudice any claim by a beneficiary under that run-off insurance policy.
(b) The undertakings contained in this clause 8.3 are subject to any Corporations Act restriction, or any restriction in the law of a jurisdiction in which an entity is incorporated, and will be read down accordingly.
Deeds of indemnity and insurance.
(a) Subject to implementation of the Scheme and to clause 12.3(b), Bidder undertakes that it will:
(i) procure that:
(A) Target and each member of the Target Group complies with any deeds of indemnity, access and insurance (or equivalent) (Relevant Deed) made by them in favour of their respective directors and officers from time to time and whether past or present (Indemnified Person); and
(B) to the extent that the relevant member of the Target Group ceases to exist after the Implementation Date, each Indemnified Person has the benefit of a deed from Bidder on terms no less favourable to the Indemnified Person than those contained in the Relevant Deed at the relevant date; and
(ii) without limiting clause 12.3(a)(i) and by no later than the Implementation Date, arrange for and ensure that directors’ and officers’ run-off insurance cover for Indemnified Persons referred to in clause 12.3(a)(i) is maintained for a period of 6 years from the retirement date of each such Indemnified Person.
(b) The undertaking in clause 12.3(a) is subject to any restriction imposed by law and will be read down to the extent that any such restriction applies.
(c) Target receives and holds the benefit of clause 12.3(a) as trustee for the directors and officers referred to in that clause, and, as such, each person may enforce this clause 12.3 against Bidder.
(d) From the Implementation Date, Bidder must procure that Target does not:
(i) vary or cancel the directors and officers insurance policy held by Target and in effect as at the date of this deed (except that variations are permitted if they do not adversely affect the coverage provided); or
(ii) unless required under such policy, commit any act or omission that may prejudice any claim under such policy as extended pursuant to clause 12.3(a)(ii).
(e) The undertakings contained in clause 12.3(a) are given until the end of the relevant period specified in clause 12.3(a).
Deeds of indemnity and insurance. (a) Subject to the Offer becoming unconditional and Bidder having a Relevant Interest in more than 50% (by number) of all of the Target Shares, Bidder undertakes in favour of Target and each other person who is a Target Indemnified Party that it will:
(i) for a period of 7 years from the Offer Close Date, ensure that the constitutions of Target and each other Target Group Member continue to contain such rules as are contained in those constitutions at the date of this agreement that provide for each company to indemnify each of its directors and officers against any liability incurred by that person in his or her capacity as a director or officer of the company to any person other than a Target Group Member; and
(ii) procure that Target and each other Target Group Member complies with any deeds of indemnity, access and insurance made by them in favour of their respective directors and officers from time to time and without limiting the foregoing, ensure that directors’ and officers’ run-off insurance cover for such directors and officers is maintained for a period of 7 years from the retirement date of each director and officer.
(b) The undertakings contained in clause 4.4(a) are subject to any Corporations Act restriction, or any restriction in the law of a jurisdiction in which an entity is incorporated, and will be read down accordingly.
(c) Target receives and holds the benefit of clause 4.4(a), to the extent it relates to the other Target Indemnified Parties, as trustee for them.
Deeds of indemnity and insurance. (a) Subject to Completion, Brookfield undertakes in favour of Asciano and each other Asciano Indemnified Party that it will:
(1) subject to clause 12.3(d) and to the extent permitted by law, for a period of 7 years from the Implementation Date, ensure that the constitutions of Asciano and each other Asciano Group Member continue to contain such rules as are contained in those constitutions at the date of this deed that provide for each company to indemnify each of its directors and officers against any liability incurred by that person in his or her capacity as a director or officer of the company (and Asciano undertakes not to vary those constitutional arrangements after the date of this deed); and
(2) procure that Asciano and each other Asciano Group Member complies with any deeds of indemnity, access and insurance made by them in favour of their respective directors and officers from time to time (and Asciano undertakes not to vary those arrangements after the date of this deed, except that it may enter into such deeds with newly appointed directors and officers on terms materially consistent with existing deeds) and, without limiting the foregoing, ensure that directors’ and officers’ run-off insurance cover for such directors and officers is maintained, subject to clause 12.3(d), for a period of 7 years (or longer if Brookfield agrees, acting reasonably) from the retirement date of each director and officer.
(b) The undertakings contained in clause 12.3(a) are subject to any Corporations Act restriction and will be read down accordingly.
Deeds of indemnity and insurance.
(a) Subject to the Scheme becoming Effective and the Transaction completing, Xxxxxxxx undertakes in favour of Firefly and each other Firefly Indemnified Party that it will:
(1) subject to clause 8.3(d), for a period of seven years from the Implementation Date, ensure that the constitutions of Firefly and each other Firefly Group Member continues to contain such rules as are contained in those constitutions at the date of this deed that provide for each company to indemnify each of its directors and officers against any liability incurred by that person in their capacity as a director or officer of the company to any person other than a Firefly Group Member; and
(2) procure that Firefly and each other Firefly Group Member complies with any deeds of indemnity, access and insurance made by them in favour of their respective directors and officers from time to time and, without limiting the foregoing, use its best endeavours to ensure that directors’ and officers’ run-off insurance cover for such directors and officers is maintained, subject to clause 8.3(d), for a period of seven years from the retirement date of each director and officer so long as it is available on commercially reasonable terms.
(b) The undertakings contained in clause 8.3(a) are subject to any Corporations Act restriction and will be read down accordingly.
(c) Firefly receives and holds the benefit of clause 8.3(a), to the extent it relates to the other Firefly Indemnified Parties, as trustee for each of them.
Deeds of indemnity and insurance. (a) Subject to the Scheme becoming Effective and the Transaction completing, Bidder undertakes in favour of Target and each other Target Indemnified Party that it will:
(1) for a period of at least four years from the Implementation Date, ensure that the constitutions of Target and each other Target Group Member continues to contain such rules as are contained in those constitutions at the date of this deed that provide for each company to indemnify each of its directors and officers against any liability incurred by that person in their capacity as a director or officer of the company to any person other than a Target Group Member; and
(2) procure that Target and each other Target Group Member complies with any deeds of indemnity, access and insurance made by them in favour of their respective directors and officers from time to time and, without limiting the foregoing, ensure that directors’ and officers’ run- off insurance cover for such directors and officers is maintained for a period of at least four years from the retirement date of each director and officer (and Target may, at its election, pay any amounts necessary to ensure such maintenance upfront prior to the implementation of the Scheme).
(b) Bidder acknowledges that notwithstanding any other provision of this deed, Target may, prior to the Implementation Date, enter into arrangement to secure directors and officers run-off insurance for up to such at least four year period, and that any actions to facilitate that insurance or in connection with such insurance will not be a Target Regulated Event or a breach of any provision of this deed.
(c) The undertakings contained in clause 8.3(a) are subject to any Corporations Act restriction and will be read down accordingly.
Deeds of indemnity and insurance. Subject to the Scheme becoming Effective and the Transaction completing, Xxxxxx undertakes in favour of Xxxxxx and each other person who is a Japara Indemnified Party that it will:
Deeds of indemnity and insurance. (a) Subject to the Scheme becoming Effective, Nippon Paint undertakes in favour of DuluxGroup and each other person who is a DuluxGroup Indemnified Party that it will:
(i) procure that DuluxGroup and each member of the DuluxGroup Group complies with any deeds of indemnity, access and insurance entered into by them in favour of their respective directors and officers from time to time, including to ensure that directors' and officers' run-off insurance cover for such directors and officers obtained in accordance with clause 6.10 is maintained (and DuluxGroup may, at its election, pay any reasonable amounts necessary to ensure such maintenance upfront and prior to the implementation of the Scheme); and
(ii) for a period of 7 years from the Implementation Date, ensure that the constitutions of DuluxGroup and each other member of the DuluxGroup Group continue to contain rules which are no less favourable overall than the rules contained in those constitutions at the date of this deed that provide for each company to indemnify each of its current and previous directors and officers against any liability incurred by that person in his or her capacity as a director or officer of the company to any person other than a member of the DuluxGroup Group.
(b) The undertakings contained in clause 6.9(a) are subject to any Corporations Act restriction and will be read down accordingly.
(c) DuluxGroup receives and holds the benefit of clause 6.9(a) to the extent it relates to the other DuluxGroup Indemnified Parties for their benefit.
(d) The undertakings contained in clause 6.9(a) are given until the earlier of the end of the relevant period specified in clause 6.9(a) or the relevant member of the DuluxGroup Group ceasing to be part of the DuluxGroup Group.
Deeds of indemnity and insurance. Xx Xxxxxx acknowledges and agrees that Evolution may, at its election, pay any amounts necessary to ensure the maintenance of any directors and officers’ run-off insurance cover and any other insurance coverage as it may deem necessary.
Deeds of indemnity and insurance. (a) Subject to the Scheme becoming Effective and the Transaction completing, VHA undertakes in favour of TPG and each other TPG Indemnified Party that it will:
(1) for a period of seven years from the Implementation Date, ensure that the constitutions of TPG and each other TPG Group Member continues to contain such rules as are contained in those constitutions at the date of this deed that provide for each company to indemnify each of its directors and officers against any liability incurred by that person in his or her capacity as a director or officer of the company to any person other than a TPG Group Member; and
(2) procure that TPG and each other TPG Group Member complies with any deeds of indemnity, access and insurance made by them in favour of their respective directors and officers from time to time and, without limiting the foregoing, ensure that directors’ and officers’ run-off insurance cover for such directors and officers is maintained for a period of seven years from the retirement date of each director and officer (and TPG may, at its election, pay any amounts necessary to ensure such maintenance upfront prior to the implementation of the Scheme).
(b) VHA acknowledges that notwithstanding any other provision of this deed, TPG may, prior to the Implementation Date, enter into arrangements to secure directors and officers run-off insurance for up to such seven year period, and that any actions to facilitate that insurance or in connection with such insurance will not be a TPG Regulated Event or a breach of any provision of this deed.
