Director and Officer Liability Coverage Sample Clauses

Director and Officer Liability Coverage. FDB and BIF agree to cooperate to attempt to obtain after the Effective Time directors' and officers' liability insurance coverage for the officers and directors of Newco, to the extent the same is economically practicable. Any such coverage shall be on substantially the same terms and conditions and provide the same coverage against personal liability for actions taken after the Effective Time as the most protective coverage which is currently provided to officers and directors of either BIF or FDB. Such coverage may be provided through an insurance policy or through an agreement by Newco to indemnify such officers and directors. FDB and BIF also agree to cooperate to attempt to obtain as of the Effective Time and to maintain in effect for a period of not less than three (3) years after the Effective Time directors' and officers' liability insurance coverage for the officers and directors of each of FDB and BIF with respect to actions taken by them prior to the Effective to the extent the same is economically practicable ("Tail Coverage"). Notwithstanding any such Tail Coverage, the parties further agree that after the Effective Time Newco will indemnify the current and past officers and directors of FDB and BIF for all actions taken by them prior to the Effective Time in their respective capacities as officers and directors of FDB and BIF to the same extent as the indemnification provided by FDB or BIF to its respective officers and directors as of the time immediately prior to the Effective Time.
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Director and Officer Liability Coverage. During your period of employment as an officer of the Companies, under the bylaws of Times Mirror, you were covered under The Times Mirror Company's directors' and officers' liability coverage. This coverage will continue in effect with respect to the period of time during which you served as an officer of the Companies and with respect to your actions related to your employment as an officer of the Companies. In any event, Times Mirror will indemnify you, in the manner and to the extent permitted by law, from any claims, demands, lawsuits, judgments and related expenses arising from your good faith performance as an officer of the Companies during the period of your active employment with the Companies.
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Director and Officer Liability Coverage. Prior to the Effective Time, Acquiror will provide and will maintain in effect for a period of not less than three (3) years after the Effective Time directors’ and officers’ liability insurance coverage for the officers and directors of First Kansas with respect to actions taken by them prior to the Effective Time to the extent that such coverage is available and mutually determined by the parties to be economically practicable (“Tail Coverage”). Any such coverage shall be on substantially the same terms and conditions and provide the same coverage against personal liability as the most protective coverage which is currently provided to officers and directors of either Acquiror or First Kansas. The directors and officers of First Kansas shall be third party beneficiaries to this Section and this Section shall survive the Effective Time. Notwithstanding the provision of such Tail Coverage, the parties further agree that after the Effective Time, Acquiror shall indemnify for a period of six (6) years the officers and directors of First Kansas for all actions taken by them prior to the Effective Time in their capacities as officers and directors of First Kansas to the same extent as the greatest indemnification which is currently provided by First Kansas.
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Director and Officer Liability Coverage. LBI and MNB agree to cooperate to attempt to obtain after the Effective Time directors' and officers' liability insurance coverage for the officers and directors of Newco, to the extent the same is economically practicable. Any such coverage shall be on substantially the same terms and conditions and provide the same coverage against personal liability for actions taken after the Effective Time as the most protective coverage which is currently provided to officers and directors of either MNB or LBI. Such coverage may be provided through an insurance policy or through an agreement by Newco to indemnify such officers and directors. LBI and MNB also agree to cooperate to attempt to obtain as of the Effective Time and to maintain in effect for a period of not less than three (3) years after the Effective Time directors' and officers' liability insurance coverage for the officers and directors of each of LBI and MNB with respect to actions taken by them prior to the Effective Time to the extent that such coverage is available and mutually determined by the parties to be economically practicable ("Tail Coverage"). Notwithstanding any such Tail Coverage, the parties further agree that after the Effective Time Newco will indemnify for a period of six (6) years the current and past officers and directors of LBI and MNB for all actions taken by them prior to the Effective Time in their respective capacities as officers and directors of LBI and MNB to the same extent as the indemnification provided by LBI or MNB to its respective officers and directors as of the time immediately prior to the Effective Time. The directors and officers of LBI and MNB shall be third party beneficiaries to this Section and this Section shall survive the Effective Time. Section 8.9
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Director and Officer Liability Coverage. LBI and MNB agree --------------------------------------- to cooperate to attempt to obtain after the Effective Time directors' and officers' liability insurance coverage for the officers and directors of Newco, to the extent the same is economically
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Director and Officer Liability Coverage. The Company shall maintain officer and director liability insurance coverage, in an amount and with such limits and conditions as are no less favorable to Executive than the coverage in effect on the Separation Date, providing coverage for Executive actions or inactions in his capacity as either an officer or director of the Company, including in particular as Chief Executive Officer or as Chairman of the Company, until the fifth (5th) anniversary of the date following the Separation Date on which Executive was neither the Chief Executive Officer nor the Chairman of the Company. h.
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Director and Officer Liability Coverage. The Company, Holdings, Post Apartment Homes and Services and their respective Affiliated entities shall maintain in effect continuing director and officer liability insurance coverage for the benefit of Williams, as a former director and officer, on terms no less favorablx xx Xxxliams than those provided to any other former director or officer xx xxxx entity. Except as specifically provided in this paragraph 29, neither the Company, Holdings, Post Apartment Homes nor Services shall have any obligation to maintain any such continuing director and officer liability insurance coverage for the benefit of Williams. In addition, the Company, Holdings, Post Apartment Homes anx Xxxxxxes and their respective Affiliated entities shall indemnify Williams against actual or threatened actions, investigations, claims, xxxxx or proceedings, including shareholder derivative actions, as a former director and officer, on terms no less favorable to Williams than those provided to any other former director or officer xx xxxx entity.
Sample 1
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Related to Director and Officer Liability Coverage

  • Director and Officer Liability Insurance The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and the Insiders shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.

  • Director and Officer Liability Parent shall cause the Surviving Corporation, and the Surviving Corporation hereby agrees, to do the following:

  • Director and Officer Insurance As of the Closing, the Company will have obtained director and officer insurance in an aggregate coverage amount of not less than $5,000,000, to be effective as of the Closing, under a form of insurance policy that is reasonably acceptable to the Underwriter.

  • Indemnification; Directors’ and Officers’ Liability Insurance (i) Executive shall retain all rights to indemnification under the Company's Certificate of Incorporation or By-Laws, and (ii) the Company shall maintain Director's and Officer's liability insurance on behalf of Executive, in both cases at the level in effect immediately prior to the Termination Date or immediately prior to the Change in Control, whichever is greater, for a number of years equal to the Severance Multiple following the Termination Date, and throughout the period of any applicable statute of limitations.

  • Director and Officer Liability and Indemnification (a) For a period of six years after the Closing, the Buyer shall not, and shall not permit the Company or any of its Subsidiaries to amend, repeal or modify any provision in the Company’s or any of its Subsidiaries’ governing documents, including the Company’s certificate of incorporation and bylaws, relating to the exculpation or indemnification of former officers and directors (unless required by applicable Law), it being the intent of the Parties that the officers and directors of the Company and its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification to the fullest extent permitted under applicable Law.

  • Director and Officer Indemnification and Insurance (a) From and after the Effective Time, each of Parent and the Surviving Corporation shall indemnify and hold harmless, to the fullest extent permitted under applicable Law, the present and former officers and directors of the Company or any Company Subsidiary, and any person who becomes an officer or director of the Company or any Company Subsidiary prior to the Effective Time (each, an “Indemnified Person”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and any fees, costs and expenses (including the reasonable attorneys’ fees, expenses and disbursements of counsel of the respective Indemnified Party's choosing) incurred or arising in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Party’s service as an officer, employee or director at or prior to the Effective Time, or services performed by such Indemnified Party, at the request of the Company or any Company Subsidiary, as a fiduciary under any Company Benefit Plan, in each case to the extent they arise out of (i) matters existing or occurring or alleged to have existed or occurred at or prior to the Effective Time, (ii) matters related to this Agreement and the Transactions and (iii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party. In the event of any such claim, action, suit or proceeding, (A) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding within ten Business Days of receipt by the Surviving Corporation from such Indemnified Person of a request therefor, provided that the Indemnified Person provides an undertaking to repay such advances if it is determined by a final determination of a court of competent jurisdiction (which determination is not subject to appeal) that such Indemnified Person is not entitled to indemnification under applicable Law and (B) Parent and the Surviving Corporation shall use their respective best efforts to cooperate in the defense of any such matter.

  • Directors and Officers Liability Insurance The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Company.

  • Indemnification; Directors’ and Officers’ Insurance (a) The Company shall, and from and after the Effective Time, CSLC and the Surviving Entity shall, indemnify, defend and hold harmless each person who is now, or at any time prior to the date hereof has been or who becomes prior to the Effective Time, an officer, director or employee of the Company or any of its Subsidiaries (the "Indemnified Parties") from and against (i) all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) of or in connection with any claim, action, suit, proceeding, case or investigation ("Action") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, officer or employee of the Company or any Subsidiary, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of or in connection with this Agreement, the Merger or any of the transactions contemplated hereby or thereby, in each case to the fullest extent a corporation is permitted under applicable law to indemnify its own directors, officers and employees, as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under applicable law upon receipt of any undertaking contemplated by applicable law. Without limiting the foregoing, if any such claim, action, suit, proceeding or investigation is commenced or instituted against any Indemnified Party (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified Parties.

  • Directors and Officers Insurance; Indemnification (a) The Company shall provide the Executive with (i) the coverage applicable to the officers of the Company under the Company’s policies of directors’ and officers’ insurance as may be in effect from time to time, and (ii) the most favorable indemnification that the Company from time to time extends to any of its officers or directors, whether under the Company’s by-laws, Certificate of Incorporation, by contract or otherwise.

  • Indemnification of Directors and Officers; Tail Insurance (a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of the Purchaser or Merger Sub and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of the Purchaser or Merger Sub (the “D&O Indemnified Persons”) as provided in their respective Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and the Purchaser or Merger Sub, in each case as in effect on the date of this Agreement, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six (6) years after the Effective Time, the Purchaser shall cause the Organizational Documents of the Purchaser and the Surviving Corporation to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the date of this Agreement in the Organizational Documents of the Purchaser and Merger Sub to the extent permitted by applicable Law. The provisions of this Section 5.18 shall survive the consummation of the Merger and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives.

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