Directors Indemnification; Insurance. The Articles shall at all times provide for the indemnification of the directors and their Affiliates to the maximum extent provided by the Law of the jurisdiction in which the Company is organized. At the request of any director of the Board, the Company will promptly enter into an indemnification agreement with such director on customary terms and conditions covering such director and such director’s Affiliates and in form and substance reasonably satisfactory to the Shareholder designating such director. At the request of any director of the Board, the Company shall obtain and pay for (subject to a reasonable annual premium) directors’ and officers’ insurance covering each of its directors and officers.
Directors Indemnification; Insurance. (i) The Company does not have directors' and officers' liability insurance, however, the Company intends on obtaining and maintaining directors' and officers' liability insurance in the near future, and the Edge Designees shall be covered under such insurance.
(ii) The Certificate of Incorporation, By-laws and other organizational documents of the Company 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 of Directors of the Company. Such provisions may not be amended, repealed or otherwise modified in any manner adverse to any member of the Board of Directors of the Company until at least six years following the date that the Edge Designees are no longer members of the Board of Directors of the Company.
(iii) The Edge Designees are intended to be third-party beneficiaries of the obligations of the Company pursuant to this Section 6(n), and the obligations of the Company pursuant to this Section 6(n) shall be enforceable by the Edger Designees.
Directors Indemnification; Insurance. (a) To the extent commercially available, the Company shall at all times maintain directors’ and officers’ liability insurance comparable in terms and coverage to that maintained on the date hereof, and the Shareholder Designee shall be covered under such insurance.
(b) The Certificate of Incorporation, By-laws and other organizational documents of the Company 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 of Directors of the Company, and to any Non-Voting Observer as though he or she were a director of the Company. Such provisions may not be amended, repealed or otherwise modified in any manner adverse to any member of the Board of Directors or Non-Voting Observer of the Company until at least six years following the date that the Shareholder Designee is no longer a member of the Board of Directors of the Company.
(c) The Shareholder Designee and any Non-Voting Observer are intended to be a third-party beneficiary of the obligations of the Company pursuant to this Section 1.6, and the obligations of the Company pursuant to this Section 1.6 shall be enforceable by the Shareholder Designee and the Non-voting Observer.
Directors Indemnification; Insurance. (i) To the extent commercially available at a cost reasonably consistent with past costs, the Company shall at all times maintain directors’ and officers’ liability insurance comparable in terms and coverage to that maintained on the date hereof for existing directors of the Company, and the Debenture Holder Director and Additional Director shall be covered under such insurance.
(ii) The Company shall at all times, to the fullest extent permitted by applicable law, provide for indemnification of, advancement of expenses to, and limitation of the personal liability of, the members of the Board of Directors of the Company. The same may not be amended, repealed or otherwise modified in any manner adverse to any member of the Board until at least six years following the date, in each case, that the Debenture Holder Director or the Additional Director is no longer a member of the Board of Directors of the Company.
(iii) The Debenture Holder Director and the Additional Director who actually join the Board of Directors of the Company in accordance with the terms hereof, and are each intended to be a third-party beneficiary of the obligations of the Company pursuant to this Section 7(e) and the obligations of the Company pursuant to this Section 7(e) shall be enforceable by the Debenture Holder Director and the Additional Director.
Directors Indemnification; Insurance. (a) In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative (a “Claim”), including any such Claim in which any individual who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Closing Date, a director or officer of any Company Party or who is or was serving at the request of such Company Party as a director or officer of another person (the “Indemnified Parties”), is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to, (i) the fact that he is or was a director or officer of such Company Party prior to the Closing Date or (ii) this Agreement or any of the other Transaction Documents, whether asserted or arising before or after the Closing Date, the Parties shall cooperate and use their best efforts to defend against and respond thereto. All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Closing Date now existing in favor of any Indemnified Party shall survive the Closing Date and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed or otherwise modified after the Closing Date in any manner that would adversely affect the rights thereunder of such individuals for acts or omissions occurring at or prior to the Closing Date. Without limiting the foregoing, in the event that any Claim is brought against any Indemnified Party (whether arising prior to or after the Closing Date), (x) Parent shall have the right after the Closing Date to assume or direct a Company Party to assume the defense thereof with legal counsel of Parent’s choosing, and Parent or such Company Party, as applicable, shall not be liable to such Indemnified Party for any legal expenses of other counsel or any expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; provided, however, that such Indemnified Party may employ counsel of its own choosing, and Parent or such Company Party, as applicable, shall advance to such Indemnified Party reasonable legal expenses of such counsel, if such Indemnified Party would have separate legal defenses available to it; (y) the Indemnified Party shall cooperate with Parent or such Company Party, as applicable, in the defense of any such matter; and (z) Parent or such Company Party, as applicable, shall not be li...
Directors Indemnification; Insurance. (i) The Company does not have directors' and officers' liability insurance, however, the Company intends on obtaining and maintaining directors' and officers' liability insurance in the near future, and Maltzer shall be covered under such insurance.
(ii) The Certificate of Incorporation, By-laws and other organizational documents of the Company 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 of Directors of the Company. Such provisions may not be amended, repealed or otherwise modified in any manner adverse to any member of the Board of Directors of the Company until at least six years following the date that Maltzer is no longer a member of the Board of Directors of the Company.
(iii) Maltzer is intended to be a third-party beneficiary of the obligations of the Company pursuant to this Section 6(n), and the obligations of the Company pursuant to this Section 6(n) shall be enforceable by Maltzer.
Directors Indemnification; Insurance. (a) To the extent commercially available, the Company shall at all times maintain directors' and officers' liability insurance comparable in terms and coverage to that maintained on the date hereof, and the Purchaser Designee shall be covered under such insurance.
(b) The Certificate of Incorporation, By-Laws and other organizational documents of the Company 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. Such provisions may not be amended, repealed or otherwise modified in any manner adverse to any member of the Board until at least six years following the date that the Purchaser Designee is no longer a member of the Board.
(c) The Purchase Designee is intended to be a third- party beneficiary of the obligations of the Company pursuant to this Section 9.4, and the obligations of the Company pursuant to this Section 9.4 shall be enforceable by the Purchaser Designee.
Directors Indemnification; Insurance. The Articles shall at all times provide for the indemnification of the Directors and their Affiliates to the maximum extent provided by the Law of the jurisdiction in which the Company is organized. At the request of a Director, the Company will promptly enter into an indemnification agreement with such Director on customary terms and conditions covering such Director and such Director’s Affiliates. The Company shall obtain and pay for (subject to a reasonable annual premium) directors’ and officers’ insurance covering each of its Directors and officers.
Directors Indemnification; Insurance. The Bylaws of the Company, as they may be subsequently amended from time to time, shall at all times provide for the indemnification of the directors of the Company, including their respective heirs, executors and administrators, to the maximum extent permitted under the law of the jurisdiction in which the Company is organized. The Company shall provide the Investor Director with directors’ and officers’ insurance coverage to the same extent as it provides directors’ and officers’ insurance coverage to all directors of the Company.
Directors Indemnification; Insurance. The articles of the Company and each of its Subsidiaries shall at all times provide for the indemnification of the directors of the Company and each of its Subsidiaries (including all Investor Directors and each director of any such Subsidiary designated by any Investor pursuant to this Agreement) to the maximum extent permitted by the law of the jurisdiction in which the Company or such Subsidiary, as applicable, is organized. At the request of any of the Investor Directors, the Company shall promptly enter into an indemnification agreement with such director with customary terms and conditions covering such director. The Company shall, and shall cause each of its Subsidiaries to, obtain and pay for directors’ insurance covering the directors of the Company and such Subsidiary, as applicable (including all Investor Directors and each director of any such Subsidiary designated by any Investor pursuant to this Agreement) promptly upon the request of the Investors.
