Director and Officer Liability; Indemnification. (a) From and after the Closing, Pxxxxxxxx agrees that it shall indemnify and hold harmless each present and former director and officer of (x) each Company Entity (the “Company Indemnified Parties”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.
(b) For a period of six (6) years from the Closing, Purchaser shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Purchaser’s, the Company Entities’ or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Purchaser or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in...
Director and Officer Liability; Indemnification. (a) Without limiting any additional rights that any Person may have under any Employee Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, the Surviving Company shall indemnify and hold harmless each present (as of immediately prior to the Effective Time) and former officer, director, manager or employee of the Company or its Subsidiaries (the “Indemnified Individuals”) from and against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Indemnified Individual was an officer, director, manager or employee of the Company at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law (an “Indemnified Matter”). In the event of any Indemnified Matter, (A) promptly after receipt by an Indemnified Individual of notice of its involvement in such Indemnified Matter in respect of which indemnification may be sought hereunder, such Indemnified Individual will notify the Surviving Company in writing of such involvement (provided that failure to so notify the Surviving Company will not relieve the Surviving Company from liability which they may have to such Indemnified Individual pursuant to this Section 7.7, except to the extent the Surviving Company is materially prejudiced by such failure), (B) the Surviving Company shall be entitled to participate in and assume the defense of the Indemnified Individuals in connection with such Indemnified Matter, (C) no Indemnified Individual shall settle, compromise or consent to the entry of any judgment in any Indemnified Matter without the prior written consent of the Surviving Company (such consent not to be unreasonably withheld, conditioned or delayed), (D) if the Surviving Company does not elect to assume the defense of the Indemnified Individual in connection with such Indemnified Matter, each Indemnified Individual will be entitled to advancement of expenses incurred in the defense of such Indemnified Matter from the Surviving Company within ten Business Days of receipt by the Surviving Company from the Indemnified Individual of a request therefor, (E) the Surviving Company shall not ...
Director and Officer Liability; Indemnification. For six (6) years after the Closing Date, Compost will indemnify and hold harmless the present and former directors, officers and employees of the Company and other persons entitled to indemnification by the Company in respect of acts or omissions occurring on or prior to the Closing Date to the same extent and in the same manner provided under any agreements and the Company's certificate of incorporation, bylaws and similar organizational documents in effect on the Closing Date.
Director and Officer Liability; Indemnification. (a) For a period of six years after the Closing, Purchaser shall not, and shall not permit the Blockers or the Fairway Group Companies to, (i) amend, repeal or modify any provision in any of their Organizational Documents relating to the exculpation, indemnification or advancement of expenses of any present or former officers, managers and / or directors (each, a “D&O Indemnified Person”) or (ii) permit the board of directors or board of managers, as applicable, of the Blocker or Fairway Group Company to make a determination not to indemnify any such D&O Indemnified Person except in the case of fraud, willful misconduct or gross negligence (in each case, unless and to the extent required by Law); provided, however, that nothing in this Section 7.7(a) shall prohibit Purchaser from liquidating and/or dissolving, or permitting the liquidation and/or dissolution of, any Blocker or any Fairway Group Company following the Closing.
(b) In the event that Purchaser, the Blockers, the Company, any of the Operating Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Purchaser shall cause proper provision to be made so that the applicable successors and assigns or transferees expressly assume the obligations set forth in this Section 7.7.
(c) The Representative (on behalf of the Sellers) agrees to pay the fees of the Independent Directors (as defined in the Organizational Documents of those Operating Subsidiaries) subject to the Securitization Indebtedness) to the extent such Independent Directors are required to be retained in accordance with such Organization Documents or, if sooner, until such time as the Independent Directors are no longer serving in such capacity.
Director and Officer Liability; Indemnification. Buyer agrees to cause the Company to assume and comply with the obligations of Seller under paragraph 2.1(e) of that certain Amended and Restated Stockholders Agreement dated as of January 30, 2004 by and among TRL Group Inc. (formerly known as Trilegiant Corporation), a Delaware corporation and a Subsidiary of CMG, Seller and the other parties named therein.
Director and Officer Liability; Indemnification. (a) For a period of six (6) years after the Closing Date, (i) Buyer shall not, and shall not permit the Company to, amend, repeal or modify any provision in any of their Organizational Documents relating to the exculpation, limitation of fiduciary duties, indemnification or advancement of expenses of any present or former employees, officers, managers and/or directors (each, a “D&O Indemnified Person”) (unless and to the extent required by Law), and (ii) Buyer shall cause the Company to, indemnify and hold harmless the D&O Indemnified Persons against all D&O Expenses and all Losses awarded by a final and non-appealable judgment or paid in settlement in respect of any threatened or pending claim, action or proceeding, whether civil, administrative or investigative, based on or arising out of or relating to the fact that such D&O Indemnified Person is or was a director, manager or officer of the Company, arising out of acts or omissions occurring on or prior to the Closing and not arising from any alleged fraudulent or willful misconduct of such D&O Indemnified Person (a “D&O Indemnifiable Claim”). Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all Orders in connection with such D&O Indemnifiable Claim are fully and finally satisfied. For the purposes of this Agreement, “D&O Expenses” shall include reasonable attorneys’ fees and all other costs, charges and expenses paid or incurred in connection with defending a D&O Indemnified Person in any such D&O Indemnifiable Claim.
Director and Officer Liability; Indemnification. (a) Acquiror shall take any necessary actions to provide that all rights to indemnification and all limitations on liability existing in favor of any current or former officers, directors, managers, employees and/or agents of the Company (or their respective predecessors) (collectively, the “Company Indemnitees”), as provided in the articles of incorporation or bylaws of the Company in effect on the date of this Agreement shall continue in full force and effect on equal or more favorable terms and be honored by the Acquiror after the Closing; provided, that any such indemnification obligations shall be subject to limitations imposed from time to time by applicable Law.
(b) Prior to the Effective Time, the Surviving Company may purchase, and the Acquiror shall pay or reimburse the Surviving Company for, a directors’ and officers’ liability and fiduciary liability “tail” policy from an insurer with a Standard & Poor’s rating of at least A under the Company’s existing directors’ and officers’ insurance policy, which (i) has an effective term of six years from the Closing, (ii) covers each person currently covered by the Company’s directors’ and officers’ insurance policy in effect on the date of this Agreement for actions and omissions occurring on or prior to the Closing and (iii) contains terms that are no less favorable than those of the Company’s directors’ and officers’ insurance policy in effect on the date of this Agreement.
Director and Officer Liability; Indemnification. (a) For a period of six (6) years after the Closing, Purchaser shall, and shall cause the Surviving Corporation and its Subsidiaries to, to the fullest extent permitted by applicable Law and the “tail” insurance policies described in Section 7.6(c), (i) indemnify and hold harmless any present or former officer, manager and/or director of the Company or any of its Subsidiaries (each, a “D&O Indemnified Person”) against all D&O Expenses and all Losses, claims, damages, judgments and amounts paid in settlement in respect of any threatened, pending or completed claim, action or proceeding, whether criminal, civil, administrative or investigative, based on or arising out of or relating to the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or arising out of acts or omissions occurring on or prior to the Closing in such Person’s capacity as a director or officer of the Company or any of its Subsidiaries (a “D&O Indemnifiable Claim”) and (ii) reimburse such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim promptly after receipt of statements therefor, subject to the Surviving Corporation’s receipt of an undertaking by such D&O Indemnified Party to repay such legal and other fees and expenses if it is ultimately determined in a final and
Director and Officer Liability; Indemnification. (a) For a period of six years after the Closing, Purchaser shall not, and shall not permit the Companies to, (i) amend, repeal or modify any provision in any of their Organizational Documents relating to the exculpation, indemnification or advancement of expenses of any present or former officers, managers and / or directors (each, a “D&O Indemnified Person”) or (ii) permit the board of directors or board of managers, as applicable, of the Companies to make a determination not to indemnify any such D&O Indemnified Person except in the case of fraud, willful misconduct or gross negligence (in each case, unless and to the extent required by Law).
(b) In the event that Purchaser, the Companies or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person, then, and in each such case, Purchaser shall cause proper provision to be made so that the applicable successors and assigns or transferees expressly assume the obligations set forth in this Section 6.11.
Director and Officer Liability; Indemnification. (a) The certificate of incorporation and bylaws (or equivalent governing documents) of each of the Surviving Corporation and the Company Subsidiaries shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of former or present directors, managers and officers (the “Indemnified Individuals”) than are set forth in the respective organizational documents of the Company and the Company Subsidiaries (as applicable) (or equivalent governing documents) as of the Effective Time, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of any such individuals, in each case, except and only to the extent as required by applicable Law.
(b) The Company shall purchase prior to the Effective Time a “tail” insurance policy for a period of six years after the Effective Time, with reputable and financially sound carriers of at least the same coverage and amounts and containing terms and conditions that are no less advantageous than the current policies of directors’ and officers’ liability insurance maintained by the Company and the Company Subsidiaries with respect to claims arising from or related to facts or events that occurred at or before the Effective Time. Parent shall cause the Surviving Corporation to take, and the Surviving Corporation shall take, all necessary actions to maintain such policies in full force and effect and fulfill its obligations thereunder throughout such six-year period following the Effective Time. Nothing in this Section 6.10 is intended to replace the rights of the Persons who are beneficiaries of the “tail” policy described in this Section 6.10(b) (including Parent, R1, the Surviving Corporation and their Subsidiaries). The costs of the tail insurance policy referred to in this Section 6.10(b) shall be borne by Parent and R1.
(c) Notwithstanding anything herein to the contrary, if any Action (whether arising before, at or after the Effective Time) is made against any Indemnified Individual on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 6.10 shall continue in effect until the final disposition of such Action.
(d) This covenant is intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Individuals and their respective heirs and legal representatives. The indemnification provided for ...
