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 Retirement 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. 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. 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. 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:
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. The Company shall at all times maintain in full force and effect all agreements, provisions and insurance coverage necessary to provide to the Executive indemnification in respect of all positions held by the Executive at the Company (or any of its affiliates) to the fullest extent permitted by state law and the articles of incorporation and the by-laws of the Company as in effect on the date hereof, or, if more favorable to the Executive, as in effect at any time thereafter.
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. 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. 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
