Indemnification and Insurance Coverage. Executive’s right to indemnification pursuant to Article XIII of the Company’s Amendment and Restated Bylaws, as in effect on the Effective Date, shall be considered a contractual right that shall not be diminished by any subsequent amendment to the Bylaws. Executive shall continue to be covered by any directors and officers, fiduciary liability, employment practices, or similar liability insurance policy maintained by the Company at the level at which current Board members and the Company’s current most senior executive officers are covered.
Indemnification and Insurance Coverage. Nothing herein releases any Company Group obligations to Executive with respect to indemnification or insurance coverage for claims that may arise on or after the Signing Date.
Indemnification and Insurance Coverage. Company shall maintain, for the benefit of Executive, director and officer liability insurance in form at least as comprehensive as, and in an amount that is at least equal to, that maintained by Company for its directors, officers and partners as of the Effective Date. In addition, Executive shall be indemnified by Company against liability as a director, officer and employee of Company and any affiliate to the maximum extent permitted by applicable law. Executive's rights under this paragraph 6.16 shall continue so long as he may be subject to such liability, whether or not this Agreement may have terminated prior thereto. [Signature Page Follows]
Indemnification and Insurance Coverage. Employee’s right to indemnification pursuant to Article XIII of the Company’s Amendment and Restated Bylaws, as in effect on the Retirement Date, shall be considered a contractual right that shall not be diminished by any subsequent amendment to the Bylaws. Employee shall continue to be covered by any directors and officers, fiduciary liability, employment practices, or similar liability insurance policy maintained by the Company at the level at which current Board members and the Company’s current most senior Employee officers are covered.
Indemnification and Insurance Coverage. SUPERVALU agrees to indemnify and defend Consultant for any liability related to Consultant’s provision of services under this Agreement. In the event such indemnification is required, SUPERVALU will advance fees and expenses to Consultant consistent with the processes and standards for employees set forth in SUPERVALU’s Bylaws and applicable law. During the term of this Agreement, SUPERVALU shall (i) maintain Consultant as an “executive” under its applicable D&O insurance coverage and (ii) maintain professional services E&O coverage that covers Consultant as an independent contractor. Both such policies will provide for continued coverage or tail coverage for Consultant consistent with SUPERVALU’s standard practices.
Indemnification and Insurance Coverage. Pfizer declares and confirms that in accordance with the provisions of § 52 subsection f) of Act No. 378/2007 Coll., on Pharmaceuticals, as amended, it obtained the insurance for the Study, which will be maintained throughout the Study, copy of the insurance certificate is attached to this Agreement as Attachment G. Pfizer will provide an indemnity to the Principal Investigator and the Institution in respect of the Study in the form contained in Attachment B, Form of Indemnity. Pfizer will also maintain insurance coverage of the type and with liability limits appropriate to the circumstances to protect against claims or liabilities that may arise under this Agreement, including claims from or on behalf of Study Subjects relating to Research Injury, as that term is defined in Attachment B. Upon written request, Pfizer will provide Principal Investigator and Institution with a certificate documenting this coverage. The Principal Investigator and Institution remain responsible in circumstances where personal injury or illness to the Study Subject arises by the failure of the Principal Investigator, Institution, or either of their employees or agents to conduct the Study without negligence and in accordance with the Protocol. 16. Odškodnění a pojistné krytí. Společnost Pfizer prohlašuje a potvrzuje, že v souladu s ust. § 52 odst. 3 písm. f) zákona č. 378/2007 Sb., o léčivech, v platném znění, uzavřela pojištění klinického hodnocení, které bude udržovat po celou dobu Studie. Kopie osvědčení o pojištění je připojena k této Smlouvě jako příloha G. Společnost Pfizer poskytne odškodnění Hlavnímu zkoušejícímu a Instituci za Studii ve formě uvedené v příloze B, Záruka odškodnění. Společnost Pfizer bude také udržovat pojistění typu a s limity odpovědnosti odpovídající okolnostem, aby byla chráněna před nároky nebo závazky, které mohou nastat podle této Smlouvy, včetně nároků od Subjektů Studie nebo jménem Subjektů Studie týkajících se újmy způsobené zapojením do studie, jak je tento termín definován v příloze B. Na základě písemné žádosti poskytne společnost Pfizer Hlavnímu zkoušejícímu a Instituci certifikát dokumentující toto krytí. Hlavní zkoušející a Instituce zůstávají odpovědní za okolností, kdy dojde ke zranění nebo nemoci Subjektu Studie z důvodu, že Hlavní zkoušející, Instituce nebo některý z jejich zaměstnanců nebo agentů provádí Studii s nedbalostí či v nesouladu s Protokolem. The Institution declares that it has pursuant to Section 45 (2) n) of Act No. 372...
Indemnification and Insurance Coverage. The Director Indemnification Agreement by and between the Company and Executive, dated as of September 24, 1999, will terminate upon the Separation Date and will have no further force and effect from and after such date. For a period of five (5) years from the Separation Date, the Company agrees to indemnify Executive to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware and/or Article Tenth of the Company’s Ninth Amended and Restated Certificate of Incorporation with respect to actions taken by Executive prior to the Separation Date in his role as an employee, officer or director of the Company and subsequent to the Separation Date for Consulting Services. Company agrees that its obligation to indemnify Employee in accordance with said Article Tenth and this Agreement shall not be diminished by any subsequent amendment or rescission of said Article Tenth, and shall continue in full force and effect after this Agreement terminates in whole or in part for any reason. The obligation to indemnify shall apply in any suit or proceeding in which Employee is called as a witness or is required to answer questions or respond to interrogatories whether or not Employee is a named defendant. Employee’s right to indemnification includes reasonable reimbursement for lost salary and expenses incurred in connection with Employee’s participation in the type of matters described above. Subject to the right to indemnification, Employee agrees to reasonably cooperate with Company with respect to any current or future litigation and regulatory matters and to assist the Company in defending against any such litigation and in responding to any regulatory matters. To the extent that the Company maintains directors’ and officers’ liability insurance for its current directors and officers, and subject to the limitations and restrictions on coverage from time to time set thereon, the Company shall, if permitted, include Executive as a named insured therein with respect to matters for which Executive is entitled to be indemnified for five (5) years from the Separation Date.
Indemnification and Insurance Coverage. Northwest agrees -------------------------------------- that all rights to indemnification or exculpation now existing in favor of the trustees, officers, employees and agents of Corry as provided under applicable law or in its charter, bylaws, indemnification agreements or otherwise in effect as of the date hereof with respect to matters occurring prior to the Effective Time shall survive the Merger and shall continue in full force and effect thereafter until such time as the applicable statute of limitations has expired. Thereafter, such persons shall be indemnified to the extent permitted by Northwest's charter and bylaws. In the event of any claim or litigation giving rise to such indemnification, Northwest will provide the indemnified party with reasonable access to and the right to copy all documents and other information relating to the subject matter of the litigation and will reasonably cooperate in the defense of such litigation. An employee, agent, trustee or officer of Corry seeking indemnification pursuant to the provisions of Xxxxx'x articles of incorporation or bylaws shall be entitled to have the resolution of any dispute regarding the right to and the extent of the indemnification, including without limitation the right to the advancement of or the reimbursement of legal fees and expenses related to such claim or litigation, resolved by an arbitrator selected by Northwest and the indemnified party in accordance with the rules of the American Arbitration Association.
Indemnification and Insurance Coverage. The merger agreement provides that for a period of six (6) years after the effective date, Southern States as the surviving entity in the merger will indemnify and hold harmless all present and former directors, officers and employees of CBB and its subsidiaries against, and will advance expenses as incurred to such persons in respect of, all costs and liabilities arising out of the fact that such person is or was a director, officer or employee of CBB or its subsidiaries and pertaining to matters existing or occurring at or prior to the effective date of the merger, in each case to the fullest extent permitted by applicable law, the CBB certificate of incorporation, the CBB bylaws and the governing or organizational documents of any subsidiary of CBB; provided, that in the case of advancement of expenses, any such person provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification. All rights to indemnification as provided in any indemnification agreement in existence on the date of the merger will survive the merger and be honored by Southern States as the surviving entity in the merger. The merger agreement requires Southern States to maintain for a period of six (6) years after consummation of the merger CBB’s existing directors’ and officers’ liability insurance policy, or policies with a substantially comparable insurer of at least the same coverage and amounts and containing terms and conditions that are no less advantageous to the insured, with respect to claims arising from facts or events that occurred at or prior to the consummation of the merger. However, CBB is not required to spend annually more than two hundred percent (200%) of the current annual premium paid as of the date of the merger agreement by CBB for such insurance.
Indemnification and Insurance Coverage. 8.1 Each of Applica and Salton (referred to as the “Indemnitor”, as applicable) hereunder shall defend, indemnify and hold the other party and its affiliates, as well as their respective officers, directors, agents, employees, successors and assigns (referred to collectively as the “Indemnitee”), harmless from and against any and all claims, suits, damages, liabilities, costs and expenses including court costs and reasonable attorneys fees, arising out of, or based on:
8 1.1 the breach of any representation, warranty, covenant or obligation of the Indemnitor under this Agreement:.
