D&O Insurance; Indemnification. The Employer hereby agrees to maintain in full force and effect for the duration of this Agreement, Director's and Officer's Liability Insurance of at least $2,000,000 and to indemnify and hold harmless to the full extent permitted by law, the Employee for acts performed by him in carrying out his duties and responsibilities in accordance with this Agreement.
D&O Insurance; Indemnification. (a) To the fullest extent permitted by applicable law, the Company shall indemnify the Executive against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement, as actually and reasonably incurred by the Executive in connection with any threatened or pending action, suit, or proceeding, whether civil, criminal, administrative, or investigative that the Executive is made a party to by reason of the fact that he is or was performing services as an officer or director of the Company. Such indemnification shall continue as to the Executive even if he has ceased to be an employee, officer, or director of the Company and shall inure to the benefit of his heirs and estate.
D&O Insurance; Indemnification. The Company shall provide Executive with customary contractual indemnification rights and directors’ and officers’ insurance coverage.
D&O Insurance; Indemnification. The Company shall maintain, for the benefit of Executive, director and officer liability insurance in such form and with such limits and coverages as are reasonably acceptable to Executive, or at least as comprehensive as, and in an amount that is at least equal to, that maintained by the Company on the date hereof. In addition, Executive shall be indemnified by the Company against liability as an officer and director of the Company and any subsidiary or affiliate of the Company to the maximum extent permitted by the Company’s Charter and/or By-Laws. Executive’s rights under this Section 7(t) shall continue so long as he may be subject to such liability, whether or not this Agreement may have terminated prior thereto.
D&O Insurance; Indemnification. Executive will be covered by such directors’ and officers’ liability insurance on terms and conditions that are no less favorable than the terms that apply to any other director or officer of the Company or any of its affiliates. Executive will also be entitled to indemnification rights, benefits and related expense advances and reimbursements to the same extent as any other director or officer of the Company or any of its affiliates.
D&O Insurance; Indemnification. During the Employment Period, the Company will purchase and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage to Employee on terms equivalent to those provided to other executive officers. Further, during the Employment Period, Employee shall receive indemnification pursuant to and in accordance with the terms of an indemnification agreement that is substantially similar to that entered into between the Company and senior executives of the Company.
D&O Insurance; Indemnification. Executive will be covered by such directors’ and officers’ liability insurance on terms and conditions that are no less favorable than the terms that apply to other directors or officers of the Company or any of its affiliates. Executive will also be entitled to indemnification rights, benefits and related expense advances and reimbursements to the same extent as any other director or officer of the Company or any of its affiliates. Such liability insurance will continue to cover, and such indemnification rights, benefits and related expense advances and reimbursements will continue to be provided to, Executive following the termination of Executive’s employment in accordance with its terms.
D&O Insurance; Indemnification. (a) The Company shall continue to cause Executive to be covered by directors and officers’ liability insurance to the same extent that such coverage is then maintained for officers or directors of the Company in active service, and any “tail” policy providing directors and officers liability coverage that covers a period of service in which Executive is or was in active service shall cover Executive’s employment with the Company for a similar period.
D&O Insurance; Indemnification. For a period of six years after the Merger Effective Time, Wyndham agrees that it shall maintain a directors' and officers' liability insurance policy ("D&O INSURANCE") covering those persons who, as of the date hereof or as of immediately prior to the Merger Effective Time, are covered by Wyndham's D&O Insurance (the "INSURED PARTIES") with respect to claims arising in whole or in part from facts or events that actually or allegedly occurred at or before the Merger Effective Time, including in connection with the approval of this Agreement and the transactions contemplated hereby, on terms no less favorable to the Insured Parties than those of Wyndham's present D&O Insurance; PROVIDED, HOWEVER, that in no event shall Wyndham be required to expend annually more than 200% of the annual premium currently paid by Wyndham for D&O Insurance (and if the cost for such D&O Insurance is in excess of such amount, Wyndham shall be required only to maintain such coverage as is available for such amount). In lieu of the foregoing, Wyndham may, with the consent of the Investors, elect to obtain prepaid policies prior to the Merger Effective Time, which policies shall provide the Insured Parties with D&O Insurance of an equivalent amount and at least as favorable terms as that provided by Wyndham's current D&O Insurance for an aggregate period of at least six years with respect to claims arising in whole or in part from facts or events that actually or allegedly occurred at or before the Merger Effective Time, including in connection with the approval of this Agreement and the transactions contemplated hereby; PROVIDED, HOWEVER, that the aggregate premium for such prepaid policies shall not exceed six times 200% of the annual premium currently paid by Wyndham for such D&O Insurance. In addition, for a period of six years after the Merger Effective Time, Wyndham agrees that it shall not amend or waive any provision of its Charter or By-Laws relating to indemnification, advancement or exculpation rights in a manner which would adversely affect those entitled to the benefits of such provisions (the "COVERED PARTIES"). The covenants contained in this Section 5.11 are intended to be for the benefit of, and shall be enforceable by, each of the Insured Parties and the Covered Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which an Insured Party or Covered Party is entitled, whether pursuant to law, contract ...
D&O Insurance; Indemnification. The Company will, at its own expense maintain, or cause to be maintained, insurance with respect to its assets and business against loss or damage of the kinds customarily insured against by similarly situated corporations engaged in the same or similar businesses, in adequate amounts. The Company will use its best efforts to maintain in full force and effect director and officer liability insurance with a carrier and in an amount and on such terms satisfactory to the Board. In the event the Company merges with another entity and is not the surviving entity, or transfers all of its assets, proper provisions shall be made so that successors of the Company assume the Company’s obligations with respect to indemnification of directors.
