Directors and Officers Indemnity. (a) For a period of four years from and after the Closing, Buyer shall indemnify and hold harmless each Person who has been at any time prior to the Closing an officer or director of the Company (each an “Indemnified Officer and Director” and collectively, the “Indemnified Officers and Directors”) but only to the extent that such Indemnified Officer and Director was entitled to indemnification from the Company immediately prior to the date hereof under the Organizational Documents of the Company in such Indemnified Officer and Director’s capacity as an officer or director of the Company, regardless of whether such contracts are terminated on or after the Closing. The procedures associated with such indemnification shall be the same (or in any event no less favorable to the Indemnified Officers and Directors) as those associated with the Indemnified Officer and Director’s indemnification from the Company immediately prior to the date hereof (provided, however, that Buyer shall have no obligation under any “change-in-control” or similar provisions.
Directors and Officers Indemnity. (a) For a period of four years from and after the Closing, Buyer shall indemnify and hold harmless each Person who has been at any time prior to the Closing an officer or director of any Company Entity (each an “Indemnified Officer and Director” and collectively, the “Indemnified Officers and Directors”) but only to the extent that such Indemnified Officer and Director was entitled to indemnification from Propel Sub immediately prior to the date hereof or from the Company immediately prior to the Closing Date under the Organizational Documents of such Company Entity in such Indemnified Officer and Director’s capacity as an officer or director of such Company Entity, regardless of whether such contracts are terminated on or after the Closing. The procedures associated with such indemnification shall be the same (or in any event no less favorable to the Indemnified Officers and Directors) as those associated with the Indemnified Officer and Director’s indemnification from the applicable Company Entity immediately prior to the date hereof (provided, however, that Buyer shall have no obligation under any “change-in-control” or similar provisions.
Directors and Officers Indemnity. (a) The Equity Commitment Parties agree to cause the Reorganized Company to ensure, and the Company immediately following the Effective Date shall ensure, that all rights to indemnification now existing in favor of any individual who, at the date hereof or at the Effective Date, is a director or officer of any non-debtor Subsidiary of the Company or who, at the request of the Company, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise of any non-debtor Subsidiary of the Company (collectively, with such individual’s heirs, executors or administrators, the “D&O Indemnified Persons”) as provided in the respective organizational or similar governing documents and indemnification agreements to which any non-debtor Subsidiary of the Company is a party, shall survive the Effective Date and shall continue in full force and effect for a period of not less than six (6) years from the Effective Date and that the indemnification agreements and the provisions with respect to indemnification and limitations on liability set forth in such organizational or other governing documents shall not be amended, repealed or otherwise modified; provided, that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. Neither the Company nor any of its Subsidiaries shall settle, compromise or consent to the entry of judgment in any action, proceeding or investigation or threatened action, proceeding or investigation without the prior written consent of such Indemnified Person.
Directors and Officers Indemnity. (a) Globix shall and shall cause the Surviving Corporation to indemnify and hold harmless each present and former director and officer of NEON and other Persons entitled to indemnification ("COVERED PERSONS") under the certificate of incorporation and bylaws or similar organizational documents of NEON or any of its Subsidiaries as in effect on the date of this Agreement (the "NEON DOCUMENTS") against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, amounts paid in settlement, damages or liabilities (collectively, "COSTS") reasonably incurred in connection with any threatened, pending or completed claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, brought against a Covered Person and arising out of or pertaining to matters existing or occurring with respect to NEON or any of its Subsidiaries 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 the NEON Documents and applicable Law. Each Covered Person will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from Globix and the Surviving Corporation within ten (10) Business Days of receipt from the Covered Person of a request therefor to the fullest extent permitted by the DGCL and the Xxxxxxxx-Xxxxx Act of 2002; PROVIDED, HOWEVER, that any person to whom expenses are advanced provides an undertaking, to the extent required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification.
Directors and Officers Indemnity. THIS AGREEMENT made this day of , 2011.
Directors and Officers Indemnity. (a) Parent agrees that from and after the Effective Time it will or will cause the Surviving Corporation to indemnify and hold harmless each present and former director and officer of the Company and other persons entitled to indemnification under the charter and by-laws or similar organizational documents of the Company or any of its Subsidiaries as in effect on the date hereof (“Covered Persons”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) reasonably incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (collectively, “Covered Claims”), including any Covered Claims arising out of this Agreement and the transactions contemplated hereby, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, however, that Parent shall be deemed to have satisfied its obligations hereunder if it has paid all applicable amounts into escrow within thirty days after a written claim for indemnification by the Covered Person has been received by the Parent. Parent shall, or shall cause the Surviving Corporation to, also advance expenses as incurred to the fullest extent permitted under applicable Law; provided, however, that if required under applicable Law, the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification. Each Covered Person will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from Parent and the Surviving Corporation within ten (10) Business Days of receipt from the Covered Party of a request therefor; provided, however, that any person to whom expenses are advanced provides an undertaking, to the extent required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification. Notwithstanding the foregoing, Parent shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized by the Board of Directors of Pare...
Directors and Officers Indemnity. The Company’s amended and restated certificate of incorporation, as in effect, or Bylaws shall provide (a) for the elimination of the liability of directors for breach of fiduciary duty to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company.
Directors and Officers Indemnity. APII shall, to the extent not covered by its directors' and officers' insurance policy then in effect, and to the full extent permitted by law and by APII's articles of incorporation and by-laws, indemnify Tuchman and hold him harmless for xxx xxxs or decisions made by him while performing his duties as a director, officer and employee, during the term of his employment and services as a director of APII; provided that Tuchman acted in good faith and in x xxxxer he reasonably believed to be in, or not opposed to, the best interests of APII and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
Directors and Officers Indemnity. From the Closing Date until the earlier of (x) the fifth (5th) anniversary of the Closing Date and (y) the date on which Buyer or any of its Affiliates ceases to control the Group Companies, Buyer shall:
Directors and Officers Indemnity. From ---------------------------------- and after the Merger Effective Time, Mercantile or Merger Sub, as applicable, shall, subject to any limitations or other provisions of applicable Law or action of the FDIC, to the full extent provided in Regional Bancshares' or Bank of Alton's Articles of Incorporation or Agreement as the case may be, Bylaws and applicable indemnification agreements as in effect on the date hereof, as the case may be, indemnify and hold harmless each present and former director, officer, employee and agent of Regional Bancshares or Bank of Alxxx (each, together with such person's heirs, executors and administrators, an "Indemnified Party" and collectively, the "Indemnified Parties") against any costs or expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, administrative or investigative, arising out of, relating to or in connection with any action or omission occurring prior to the Merger Effective Time (including, without limitation, acts or omissions in connection with such persons' serving as an officer, director or other fiduciary in
