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.
(b) Any costs, fees or expenses incurred by the Executive relating to indemnification under the Company's Certificate of Incorporation, as amended, shall be paid by the Company in advance as soon as practicable but not later than three business days after receipt of written request of the Executive; provided that the Executive shall undertake to repay such amount to the extent that it is ultimately determined by a court of competent jurisdiction that the Executive is not entitled to indemnification. Subject to applicable law, the Executive's right to indemnification or advances from the Company shall be enforceable by the Executive in any court of competent jurisdiction. The burden of proving that indemnification or advances are not appropriate shall be on the Company.
(c) The provisions of this Section 9 are in addition to, and not in derogation of, the indemnification provisions of the Company's Certificate of Incorporation, as amended, and the Indemnification Agreement between the Company and the Executive (the "Indemnification Agreement").
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 similarly-situated 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.
D&O Insurance; Indemnification. (a) To the fullest extent permitted by applicable law, the Company shall indemnify Employee against all expenses (including reasonable attorneys’ fees), judgments, fines, costs and amounts paid in settlement, as actually and reasonably incurred by Employee in connection with any threatened or pending action, suit, or proceeding, whether civil, criminal, administrative, or investigative that Employee is made a party or a witness 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 Employee 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. During Employee’s employment with the Company and from and after the date that Employee’s employment is terminated for any reason whatsoever, Employee shall receive the same benefits provided to any of the Company’s officers and directors under any D&O insurance or similar policy, indemnification agreement, or the certificate of incorporation or by-laws (each as amended from time to time) of the Company.
(b) Any costs, fees or expenses incurred by Employee relating to indemnification under the Company’s certificate of incorporation or by-laws (each as amended from time to time) shall be paid by the Company in advance as soon as practicable but not later than three business days after receipt of written request of Employee, provided that Employee shall undertake to repay such amount to the extent that it is ultimately determined by a court of competent jurisdiction that Employee is not entitled to indemnification. Subject to applicable law, Employee’s right to indemnification or advances from the Company shall be enforceable by Employee in any court of competent jurisdiction. The burden of proving that indemnification or advances are not appropriate shall be on the Company.
(c) Notwithstanding Sections 9(a) and (b), the Company shall not be required to indemnify or advance expenses to Employee in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of Employee (other than with respect to enforcing Employee’s rights under any indemnification agreement or indemnification obligation of the Company under applicable law).
(d) The provisions of this Section 9 are in addition to, and not in derogation of, the indemnification provisions of the Company’s certificate of incorporation or by-laws (each as amended from time t...
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.
D&O Insurance; Indemnification. At such time after the closing of an initial public offering of the Company, as may be requested by any Series A Director or Wu Capital Director, the Company shall purchase, and thereafter shall maintain, directors’ and officers’ liability insurance on terms and with policy amounts approved by the Board, which shall always include at least the Series A Directors and Wu Capital Director, in relation to any Person who is or was a director or an officer of the Company, against any liability asserted against the Person and incurred by the Person in that capacity, except to the extent otherwise agreed by the Board, which shall always include at least the Series A Directors and Wu Capital Director. To the maximum extent permitted by the law of the jurisdiction in which the Company is organized, the Company shall indemnify and hold harmless the Series A Directors and Wu Capital Director and shall comply with the terms of the indemnification agreements with the Series A Directors and Wu Capital Director, respectively.
