Directors' Indemnification Clause Samples

Directors' Indemnification. (a) The Company shall obtain and cause to be maintained in effect, with financially sound insurers, a policy of directors' and officers' liability insurance covering each member of the Board in an amount of at least One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the aggregate. (b) The Certificate of Incorporation, By-laws and other organizational documents of the Company and each of its Subsidiaries shall at all times, to the fullest extent permitted by law, provide for indemnification of, advancement of expenses to, and limitation of the personal liability of, the members of the Board and each committee thereof, and the members of the boards of directors or other similar managing bodies of each of the Company's Subsidiaries and such other persons, if any, who, pursuant to a provision of such Certificate of Incorporation, By-laws or other organizational documents, exercise or perform any of the powers or duties otherwise conferred or imposed upon members of the Board and each committee thereof, or the boards of directors or other similar managing bodies of each of the Company's Subsidiaries. Such provisions may not be amended, repealed or otherwise modified in any manner adverse to any member of the Board or any committee thereof, or any member of the boards of directors or other similar managing bodies of any of the Company's Subsidiaries, until at least one (1) year following the last to occur of the following: (i) the date that MAS is no longer entitled to designate a MAS Director; (ii) the date that PRWW is no longer entitled to designate a PRWW Director; (iii) the date that ▇▇▇▇▇▇ is no longer entitled to designate or nominate any ▇▇▇▇▇▇ Director; (iv) the date that the Preferred A Shareholders are no longer entitled to designate a Preferred A Shareholder Director; and (v) the date that the Preferred B Shareholders are no longer entitled to designate a Preferred B Shareholder Director.

Directors' Indemnification. (a) The Company shall obtain and cause to be maintained in effect, with financially sound insurers, a policy of directors' and officers' liability insurance covering the Designees (and their respective successors) in an amount of at least $15,000,000 or such other amount the Board shall specify (as such amount shall be increased from time to time at the request of GECC or THLi). (b) The Certificate, By-laws and other organizational documents of the Company and each of its Subsidiaries shall at all times, to the fullest extent permitted by law, provide for indemnification of, advancement of expenses to, and limitation of the personal liability of, the members of the Board and the members of the boards of directors or other similar managing bodies of each of the Company's Subsidiaries and such other persons, if any, who, pursuant to a provision of such Certificates, By-laws or other organizational documents, exercise or perform any of the powers or duties otherwise conferred or imposed upon members of the Board or the boards of directors or other similar managing bodies of each of the Company's Subsidiaries. Such provisions may not be amended, repealed or otherwise modified in any manner adverse to any member of the Board or any member of the boards of directors or other similar managing bodies of any of the Company's Subsidiaries, until at least six years following the termination of this Agreement. (c) Each of the Designees is intended to be a third-party beneficiary of the obligations of the Company pursuant to this Section 2.4, and the obligations of the Company pursuant to this Section 2.4 shall be enforceable by the Designees.

Directors' Indemnification. The certificate of incorporation, bylaws and other organizational documents of the Company and each of its Subsidiaries shall at all times, to the fullest extent permitted by law, provide for indemnification of, advancement of expenses to, and limitation of the personal liability of, the members of the Board and the members of the boards of directors or other similar managing bodies of each of the Company’s Subsidiaries and such other persons, if any, who, pursuant to a provision of such certificate of incorporation, bylaws or other organizational documents, exercise or perform any of the powers or duties otherwise conferred or imposed upon members of the Board or the boards of directors or other similar managing bodies of each of the Company’s Subsidiaries. Such provisions may not be amended, repealed or otherwise modified in any manner adverse to any member of the Board or any member of the boards of directors or other similar managing bodies of any of the Company’s Subsidiaries, until at least six years following the date that neither the CIG Media Parties nor the NBCU Parties are not entitled to designate any director pursuant to this Agreement and, with respect to any director, until at least six years following the date such director ceases to serve as a director of the Company or any of the Company’s Subsidiaries (including following the Sale of the Company).

Directors' Indemnification. (a) The Corporation shall obtain and cause to be maintained in effect, with financially sound insurers, a policy of directors' and officers' liability insurance in an amount of at least US$5,000,000 or more and upon such terms as are reasonably acceptable to the Investors. (b) The Articles of Continuance, or By-Laws, or both, shall to the fullest extent permitted by law provide for indemnification of, and advancement of expenses to, and limitation of the personal liability of, the directors of the Corporation or such other person or persons, if any, who, pursuant to a provision of such Articles of Incorporation, exercise or perform any of the powers or duties otherwise conferred or imposed upon such directors, which provisions shall not be amended, repealed or otherwise modified in any manner adverse to the directors until at least six (6) years following the date that the Investors are no longer entitled to designate directors pursuant to this Section 8.

Directors' Indemnification. (a) The Company shall obtain and cause to be maintained in effect, with financially sound insurers, a policy of directors' and officers' liability insurance covering each of the Directors in an amount of $10,000,000 or more and upon such terms as shall be determined by the Board. (b) The certificate of incorporation, by-laws and other organizational documents of the Company and each of its Subsidiaries shall at all times, to the fullest extent permitted by law, provide for indemnification of, advancement of expenses to, exculpation of, and limitation of the personal liability of, the Directors and the members of the boards of directors or other similar managing bodies of each of the Company's Subsidiaries and such other persons, if any, who, pursuant to a provision of such certificate of incorporation, by-laws or other organizational documents, exercise or perform any of the powers or duties otherwise conferred or imposed upon Directors or the boards of directors or other similar managing bodies of each of the Company's Subsidiaries. Such provisions may not be amended, repealed or otherwise modified in any manner adverse to any Director or any member of the boards of directors or other similar managing bodies of any of the Company's Subsidiaries, until at least six years following the later of (i) the date that the GSCP Parties are no longer entitled to designate a Director, (ii) the date that the TRP Parties are no longer entitled to designate a Director and (iii) the date that Kennedy is no longer entitled to designate a Director. (▇) ▇▇▇ determinations required to be made with respect to whether any Director may be entitled to indemnification will, if requested by such Director, be made by independent legal counsel selected by such Director and reasonably satisfactory to the Company. (d) In the event of any Litigation involving a Director or Directors, such Director(s) shall be entitled to control the defense thereof with one counsel of such Director's own choosing reasonably acceptable to the Company and the Company shall cooperate in the defense thereof and bear the expense of such counsel. (e) Each Director is intended to be a third-party beneficiary of the obligations of the Company pursuant to this Section 3.6, and the obligations of the Company pursuant to this Section 3.6 shall be enforceable by each such Director.

Directors' Indemnification. The Certificate of Incorporation and bylaws of the Company shall, to the fullest extent permitted by law, provide for indemnification of, and advancement of expenses to, and limitation of the personal liability of, the directors of the Company or such other person or persons, if any, who, pursuant to a provision of such Certificate of Incorporation, exercise or perform any of the powers or duties otherwise conferred or imposed upon such directors, which provisions shall not be amended, repealed or otherwise modified in any manner adverse to the directors until at least six years following the date that the parties are no longer entitled to designate directors pursuant to this Section 9 and, with respect to any director, until at least six years following the date such Person ceases to serve as a director of the Company (including following the sale of the Company).

Directors' Indemnification. 15 2.5 Expenses.....................................................15 2.6 Cooperation..................................................16 Section 3. Restrictions on Transfers of Stock...........................16 Section 4. Rights of First Offer........................................16

Directors' Indemnification. (a) The Corporation shall obtain and cause to be maintained in effect, with financially sound insurers, a policy of directors and officers' liability insurance in such amount and upon such terms as are reasonably acceptable to Durus until at least six years following the date on which (i) Durus is no longer entitled to nominate a director pursuant to Section 7.5 and (ii) no Investor Designees serve as directors of the Company. (b) The Company's Restated Certificate of Incorporation ("CERTIFICATE OF INCORPORATION") or Amended and Restated By-Laws ("BY-LAWS"), or both, shall to the fullest extent permitted by law provide for indemnification of, and advancement of expenses to, and limitation of the personal liability of, (i) Durus and the Investor Designees for, in each case, the actions of such Investors Designees as directors of the Company, and (ii) the other directors of the Company for their actions as directors of the Company, which provisions shall not be amended, repealed or otherwise modified in any manner adverse to the directors until at least six years following the date on which (i) Durus is no longer entitled to nominate a director pursuant to Section 7.5 and (ii) no Investor Designees serve as directors of the Company.

Directors' Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person that was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (collectively, a "Proceeding"), by reason of the fact that such person is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person in connection with such proceeding or any claim made in connection therewith. Such right of indemnification shall inure whether or not the claim asserted is based on matters which antedate the adoption of this Section 1 of Article VII. Subject to the second sentence of the next paragraph, the Corporation shall be required to indemnify or make advances to a person in connection with a Proceeding (or part thereof) initiated by such person only if the initiation of such Proceeding (or part thereof) was authorized by the Board. The Corporation shall pay the expenses (including attorneys' fees) incurred by any person that is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, in defending any Proceeding in advance of its final disposition; provided, however, that the payment of expenses incurred by such a person in defending any Proceeding in advance of its final disposition shall be made only upon receipt of an undertaking by such person to repay all amounts advanced if it should be ultimately determined that such person is not entitled to be indemnified under this Section 1 of Article VII or otherwise. If a claim for indemnification or payment of expenses under this Section 1 of Article VII is not paid in full within sixty (60) calendar days after a written claim therefor has been received by the Corporation, the claimant may file suit to recover the unpaid amount...