D&O Liability Insurance. (a) The Company may obtain and maintain a policy or policies of insurance ("D&O Liability Insurance") providing liability insurance for directors of the Company in their capacities as such (and for any capacity in which any director of the Company serves any other entity at the request of the Company), in respect of acts or omissions occurring while serving in such capacity. (b) Indemnitee shall be covered by the Company's D&O Liability Insurance policies as in effect from time to time in accordance with the applicable terms to the maximum extent of the coverage available for any other director under such policy or policies. The Company shall, promptly after receiving notice of a Proceeding as to which Indemnitee is a party or a participant (as a witness or otherwise), give notice of such Proceeding to the insurers under the Company's D&O Liability Insurance policies in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable actions to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. The failure or refusal of any such insurer to pay any such amount shall not affect or impair the obligations of the Company under this Agreement. (c) Upon request by Indemnitee, the Company shall provide to Indemnitee copies of the D&O Liability Insurance policies as in effect from time to time. The Company shall promptly notify Indemnitee of any material changes in such insurance coverage.
Appears in 2 contracts
Samples: Officer Indemnification Agreement (Bank of Hawaii Corp), Officer Indemnification Agreement (Bank of Hawaii Corp)
D&O Liability Insurance. (a) The Company may shall obtain and maintain a policy in effect during the entire period for which the Company is obligated to indemnify Indemnitee under this Agreement, one or more policies of insurance ("“D&O Liability Insurance"”) providing liability with one or more reputable insurance for companies to provide the directors and officers of the Company in their capacities as such (and for any capacity in which any director of the Company serves any other entity at the request of with standard coverage to ensure the Company), in respect ’s performance of acts or omissions occurring while serving in such capacity.
(b) its indemnification obligations under this Agreement. Indemnitee shall be covered by the Company's D&O Liability Insurance such policy or policies as in effect from time to time in accordance with the applicable its or their terms to the maximum extent of the coverage available for any other such director or officer under such policy or policies. The Company shallIn all such insurance policies, promptly after receiving Indemnitee shall be named as an insured in such a manner as to provide Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers. At the time of the receipt of a notice of a Proceeding as claim pursuant to which Indemnitee is a party or a participant (as a witness or otherwise)the terms hereof, the Company shall give prompt notice of the commencement of such Proceeding proceeding to the insurers under the Company's D&O Liability Insurance policies in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable actions action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding proceeding in accordance with the terms of such policies. The failure or refusal of any such insurer to pay any such amount shall not affect or impair the obligations of the Company under this Agreement.
(c) Upon request by Indemnitee, the Company shall provide to Indemnitee copies of the all policies of D&O Liability Insurance policies as obtained and maintained in effect from time to timeaccordance with the foregoing. The Company shall promptly notify Indemnitee of any material changes in such insurance coverage.
Appears in 2 contracts
Samples: Indemnification Agreement (Getty Images Holdings, Inc.), Director and Officer Indemnification Agreement (Leafly Holdings, Inc. /DE)
D&O Liability Insurance. (a) The To the extent the Company may obtain and maintain a policy or obtains any insurance policies of insurance ("D&O Liability Insurance") providing liability insurance (“Liability Insurance”) for directors of the Company in their capacities as such (and for any capacity directors or in which any director of the Company serves any other entity at the request capacities where they are acting for or on behalf of the Company), in respect of acts or omissions occurring while serving in any such capacity.
(b) , Indemnitee shall be covered by the Company's D&O Liability Insurance such insurance policies as in effect from time to time in accordance with the applicable terms to the maximum extent of the coverage available provided under such policies for any other director under director.
(b) To the extent the Company has any such policy or liability insurance policies. The , the Company shall, promptly after receiving notice of a Proceeding as to which Indemnitee is a party or a participant (as a witness or otherwise), give notice of such Proceeding to the insurers under the Company's D&O Liability Insurance such policies in accordance with the procedures set forth in the respective policies. The Company policies and shall thereafter take all necessary or desirable actions to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. The failure or refusal of any such insurer to pay any such amount shall not affect or impair the obligations of the Company under this Agreement.
(c) Upon request by Indemnitee, the Company shall provide to Indemnitee copies of the D&O Liability Insurance policies as in effect from time to time. The Company shall promptly notify Indemnitee of any material changes in such insurance coverage.
Appears in 2 contracts
Samples: Indemnification Agreement (Ford Motor Co), Director Indemnification Agreement (Memry Corp)
D&O Liability Insurance. (a) The Company may shall obtain and maintain a policy or policies of insurance ("“D&O Liability Insurance"”) with reputable insurance companies providing liability insurance for directors of the Company in their capacities as such (and for any capacity in which any director of the Company serves any other entity Enterprise at the request of the Company), in respect of acts or omissions occurring while serving in such capacity, on terms with respect to coverage and amount (including with respect to the payment of expenses) no less favorable than those of such policy in effect on the date hereof except for any changes approved by the Board prior to a Change in Control.
(b) Indemnitee shall be covered by the Company's ’s D&O Liability Insurance policies as in effect from time to time in accordance with the applicable terms to the maximum extent of the coverage available for any other director under such policy or policies. The Company shall, promptly after receiving notice of a Proceeding as to which Indemnitee is a party or a participant (as a witness or otherwise), give notice of such Proceeding to the insurers under the Company's ’s D&O Liability Insurance policies in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable actions to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. The failure or refusal of any such insurer to pay any such amount shall not affect or impair the obligations of the Company under this Agreement.
(c) Upon request by Indemnitee, the Company shall provide to Indemnitee copies of the D&O Liability Insurance policies as in effect from time to time. The Company shall promptly notify Indemnitee of any material changes in such insurance coverage.
Appears in 2 contracts
Samples: Director Indemnification Agreement (Western Union CO), Director Indemnification Agreement (First Data Corp)
D&O Liability Insurance. (a) The Company may shall obtain and maintain a policy or policies of insurance ("D&O Liability Insurance") with reputable insurance companies providing liability insurance for directors of the Company in their capacities as such (and for any capacity in which any director of the Company serves any other entity Enterprise at the request of the Company), in respect of acts or omissions occurring while serving in such capacity, on terms with respect to coverage and amount (including with respect to the payment of expenses) no less favorable than those of such policy in effect on the date hereof except for any changes approved by the Board prior to a Change in Control.
(b) Indemnitee shall be covered by the Company's D&O Liability Insurance policies as in effect from time to time in accordance with the applicable terms to the maximum extent of the coverage available for any other director under such policy or policies. The Company shall, promptly after receiving notice of a Proceeding as to which Indemnitee is a party or a participant (as a witness or otherwise), give notice of such Proceeding to the insurers under the Company's D&O Liability Insurance policies in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable actions to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. The failure or refusal of any such insurer to pay any such amount shall not affect or impair the obligations of the Company under this Agreement.
(c) Upon request by Indemnitee, the Company shall provide to Indemnitee copies of the D&O Liability Insurance policies as in effect from time to time. The Company shall promptly notify Indemnitee of any material changes in such insurance coverage.. ARTICLE 8
Appears in 1 contract
Samples: Director Indemnification Agreement (First Data Corp)
D&O Liability Insurance. (a) The Company may obtain and maintain a policy or policies of insurance ("“D&O Liability Insurance"”) providing liability insurance for directors of the Company in their capacities as such (and for any capacity in which any director of the Company serves any other entity at the request of the Company), in respect of acts or omissions occurring while serving in such capacity.
(b) Indemnitee shall be covered by the Company's ’s D&O Liability Insurance policies as in effect from time to time in accordance with the applicable terms to the maximum extent of the coverage available for any other director under such policy or policies. The Company shall, promptly after receiving notice of a Proceeding as to which Indemnitee is a party or a participant (as a witness or otherwise), give notice of such Proceeding to the insurers under the Company's ’s D&O Liability Insurance policies in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable actions to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. The failure or refusal of any such insurer to pay any such amount shall not affect or impair the obligations of the Company under this Agreement.
(c) Upon request by Indemnitee, the Company shall provide to Indemnitee copies of the D&O Liability Insurance policies as in effect from time to time. The Company shall promptly notify Indemnitee of any material changes in such insurance coverage.
Appears in 1 contract
Samples: Director Indemnification Agreement (Bank of Hawaii Corp)