Director and Officer Matters. (a) Prior to the Principal Closing, (i) each Transferred Entity shall purchase (at Sellers’ cost) an extended reporting period endorsement under its existing directors’ and officers’ liability insurance coverage for six (6) years for its respective current and former officers, directors, and managers (the “Indemnified Parties”) or (ii) Sapphire shall have in effect for six (6) years from the Principal Closing an endorsement, rider or amendment to Sapphire’s directors’ and officers’ liability insurance policy providing coverage for the Indemnified Parties under such policy (and Buyer and its Affiliates may make and pursue any claims thereunder in accordance with the terms and conditions set forth in Section 5.09, and such policies shall, notwithstanding anything to the contrary contained in this Agreement, be deemed to be Retained Available Insurance Policies).
(b) Buyer shall, and shall cause the Transferred Entities to, maintain in effect any and all exculpation, indemnification and advancement of expenses provisions of the organizational documents of the Transferred Entities or in any indemnification agreements of the Transferred Entities with any of the Indemnified Parties, in each case in effect as of the date hereof, for acts or omissions occurring prior to the Relevant Closing.
(c) Buyer shall indemnify all Indemnified Parties to the fullest extent permitted by the organizational documents of the Transferred Entities in effect as of the date hereof with respect to all acts and omissions occurring prior to the Relevant Closing arising out of or relating to their service as directors, officers, trustees or managers of the Transferred Entities or another Person, if such Indemnified Party is or was serving as a director, officer, trustee or manager of such other Person at the request of or for the benefit of the Transferred Entities or the Business or as fiduciaries thereof, whether asserted or claimed at or after or occurring before the Relevant Closing (including in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated by this Agreement). If any Indemnified Party is or becomes involved in any Action in connection with any matter subject to indemnification under this Section 5.14, Buyer shall advance as incurred any Liabilities out of or incurred in connection with such Action to the extent required by the organizational documents of the Transferred Entities in effect as of the date hereof....
Director and Officer Matters. (a) From and after the date hereof, the Company, the Surviving Corporation and their respective Subsidiaries shall provide such cooperation and assistance as Verizon may reasonably request to enable, if Verizon so chooses, Verizon or a Subsidiary thereof to maintain following the Closing, at Verizon’s expense, directors’ and officers’ liability insurance policies and fiduciary liability insurance policies covering each person who is, or has been at any time prior to the Effective Time, an officer or director of Verizon or a Contributing Company and each person who served at the request of a Contributing Company as a director, officer, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, including any person serving in such capacity with respect to Spinco or a Spinco Subsidiary (the “Identified Persons”).
(b) Effective as of the Effective Time, the Surviving Corporation, on behalf of itself, its Subsidiaries and their respective successors and assigns, and for all parties claiming by, through or under them (the “Surviving Corporation Releasors”), hereby irrevocably release, remise and forever discharge each of the Identified Persons, and each of their respective estates and heirs, of and from any and all claims, whether presently known or unknown, which any Surviving Corporation Releasor has or may have of any kind arising out of or pertaining to acts or omissions, or alleged acts or omissions, by the Identified Persons in the capacities specified in Section 7.12(a) prior to the Closing.
(c) In the event of any claim, action, suit, arbitration, proceeding or investigation (“Action”) arising out of or pertaining to acts or omissions, or alleged acts or omissions, by the Identified Persons in the capacities specified in Section 7.12(a) prior to the Closing, from and after the Effective Time the Surviving Corporation and its Subsidiaries shall provide reasonable cooperation, at Verizon’s expense, in defense of any such Action.
Director and Officer Matters. (a) The Company and the Surviving Company agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers, as the case may be, of SPAC (each, together with such person’s heirs, executors or administrators, a “SPAC D&O Indemnified Party”), as provided in its Governing Documents and any indemnification agreement with such SPAC D&O Indemnified Party, in each case, as in effect as of immediately prior to the date of this Agreement, shall survive the Closing until the six (6) year anniversary of the Closing. For a period of six (6) years from the Closing Date, (i) the Surviving Company shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of SPAC’s Governing Documents and any indemnification agreement with such SPAC D&O Indemnified Party, in each case, as in effect immediately prior to the Closing Date (such provisions, the “D&O Indemnification Provisions”), (ii) the Surviving Company shall not amend, repeal or otherwise modify any such D&O Indemnification Provisions in any manner that would adversely affect the rights thereunder of any SPAC D&O Indemnified Party and (iii) the Company shall honor and guarantee all payments required to be made by the Surviving Company with respect to all such D&O Indemnification Provisions to the fullest extent permissible under Israeli or Cayman Islands law, including by funding the payment obligations of the Surviving Company pursuant thereto; provided, however, that all rights to exculpation, indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim, to the fullest extent permissible under Israeli or Cayman Islands law.
(b) Prior to the Closing, SPAC shall purchase pre-paid non-cancellable “tail” or “runoff” directors’ and officers’ liability insurance (the “SPAC D&O Tail Policy”) in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, including the transactions contemplated hereby, covering each such Person that is covered by SPAC’s directors’ and officers’ liability insurance policies in effect as of the date of this Agreement on terms and conditions, including retentions and amounts, no less favorable in the aggregate than those of SPAC’s directors’ and officers’ liability insurance...
Director and Officer Matters. Nothing in this Agreement shall affect any of Employee's rights or obligations with respect to indemnification or director and officer li- ability insurance coverage to which Employee is now entitled or subject in his capacity as a former director and officer of Employer, WGI and certain of their affiliates, whether under that certain Indemnification Agreement between Employer and Employee dated January 1, 1988, that certain Indemnification Agreement dated between WGI (formerly Willbros Acquisition Corp.) and Employee dated December 31, 1991, or otherwise.
Director and Officer Matters. All rights to indemnification and exculpation existing in favor of those persons on or prior to the Effective Time who were directors or executive officers of the Company prior to the Effective Time for acts and omissions occurring prior to the Effective Time, as provided in the Company Charter and Company Bylaws (as in effect as of the date of this Agreement) shall survive the Merger and shall be observed by the Surviving Corporation to the fullest extent available under Delaware law for a period of six (6) years from the Effective Time.
Director and Officer Matters. Effective as of the Effective Time, Acquisition Company shall cause to be issued one or more policies of insurance, with a three (3) year term, for all of the current directors and officers of Foundation and the Bank for the acts and omissions of such directors and officers occurring in their respective capacities as such prior to the Effective Time, providing liability insurance coverage on substantially the same terms and conditions as presently provided for the benefit of the directors and officers of Foundation and the Bank under their respective existing directors' and officers' liability insurance policies, but only to the extent that such insurance may be purchased or kept in force on commercially reasonable terms taking into account the cost thereof and the benefits provided thereby. The cost of such insurance shall be considered commercially reasonable so long as it does not exceed 150% of the costs currently paid for such coverage by Foundation. Proof of such insurance shall be furnished to any of the former directors and officers of Foundation and the Bank upon request. Acquisition Company agrees that all rights to indemnification that the directors and officers of Foundation or the Bank have pursuant to the Articles of Incorporation, Code of Regulations or similar charter documents of Foundation and the Bank or under applicable law, shall survive the Merger and shall continue in full force and effect. In the case of any former officer of director of Foundation or the Bank who is not an officer or director as of the date hereof, and who is entitled to and is currently receiving the benefits of any existing contractual arrangement with Foundation or the Bank providing benefits similar to those set forth in this Section 5.4, Acquisition Company shall be obligated to honor the terms and conditions of any such prior contractual arrangement.
Director and Officer Matters. Effective as of the Effective Time, PFGI shall cause to be issued one or more policies of insurance, or provide for coverage under the existing policies of one or more of the parties to this Agreement, for all of the current directors and officers of Fidelity and its Subsidiaries, for the acts and omissions of such directors and officers occurring in their respective capacities as such prior to the Effective Time, and for a period of three (3) years from the Effective Time, providing liability insurance coverage on substantially the same terms and conditions as presently provided for the benefit of the directors and officers of Fidelity and its Subsidiaries under their respective existing directors' and officers' liability insurance policies, but only to the extent that such insurance may be purchased or kept in force on commercially reasonable terms taking into account the cost thereof and the benefits provided thereby. The cost of such insurance shall be considered commercially reasonable so long as it does not exceed 200% of the costs currently paid for such coverage by Fidelity. Proof of such insurance shall be furnished to any of the former directors and officers of Fidelity and its Subsidiaries upon request. PFGI and Provident Bank agree that all rights to indemnification that the directors and officers of Fidelity and its Subsidiaries and PFGI have pursuant to the Articles of Incorporation, Code of Regulations or similar charter documents of Fidelity and its Subsidiaries and PFGI, or under applicable law, shall survive the Mergers and shall continue in full force and effect. In the case of any former officer or director of Fidelity or any of its Subsidiaries or any of their constituent predecessor corporations who is not an officer or director as of the date hereof, and who is entitled to and is currently receiving the benefits of any existing contractual arrangement with Fidelity or any of its Subsidiaries providing benefits similar to those set forth in this Section, PFGI shall be obligated to honor the terms and conditions of any such prior contractual arrangement.
Director and Officer Matters. Employee shall resign from all employee, officer, director and committee member positions which Employee holds with Employer or any affiliate of Employer effective as of the Retirement Date, except that Employee shall not resign from Employee's position as Chairman of the WGI Board of Directors or as a Class III member of the WGI Board of Directors. Nothing in this Agreement shall affect any of Employee's rights or obligations with respect to indemnification or director and officer liability insurance coverage to which Employee is entitled or subject in his capacity as a former director and officer of Employer, a former officer of WGI, a continuing Class III non-employee director of WGI or a former officer or director of certain WGI affiliates, whether under that certain Indemnification Agreement between WGI and Employee dated June 27, 1996, or otherwise.
Director and Officer Matters. Employee shall resign or has resigned from all employee, officer, director and committee member positions which Employee holds with Employer or any affiliate of Employer effective as of the Retirement Date. Nothing in this Agreement shall affect any of Employee's rights or obligations with respect to indemnification or director and officer liability insurance coverage to which Employee is entitled or subject in his capacity as a former director and officer of Employer, WGI and certain of their affiliates, whether under that certain Indemnification Agreement between WGI and Employee dated June 27, 1996, or otherwise.
Director and Officer Matters. For a period of six (6) years from and after the Closing Date, Buyer shall not take or cause, or permit to be taken or caused by any person, any action to alter or impair any exculpatory or indemnification provisions, now existing in the charter or bylaws or other organizational documents of the Company as of the date hereof, for the benefit of any individual who served as an officer of (or in any comparable capacity with respect to) the Company at any time prior to the Closing, except for any changes that may be required to conform with changes in applicable Law and any changes that do not affect the application of such provisions to acts or omissions of such individuals prior to the Closing. Following the Closing, neither Seller nor Buyer shall make, and Buyer shall cause the Company and its and the Company’s respective controlled Affiliates not to make, and Seller shall cause its controlled Affiliates not to make, any claims against any current or former officer of (or any person who currently or formerly served in any comparable capacity with respect to) the Company for their actions or omissions in their capacity as such that took place on or before the Closing Date (provided that the foregoing shall not prohibit claims against any current or former employees other than in such capacity).
