Indemnification Arrangements. During the Post-Change of Control Employment Period, those certain Indemnification Agreements entered into between the Company and certain of its Executives shall remain in full force and effect and the Executive shall remain entitled to all of the benefits and protections afforded thereby.
Indemnification Arrangements. Buyer agrees that for the period from the Second Closing Date until three (3) years after the Second Closing Date Buyer shall use its best efforts (i) to cause the Company and its Subsidiaries to maintain in effect without any reduction in scope or coverage indemnification provisions for present and former directors, officers, employees and agents of the Company and its Subsidiaries that are at least as favorable to all such persons as those contained in the Company's Articles of Incorporation and Bylaws in effect as of the date hereof; (ii) if available on commercially reasonable terms, to cause the Company to maintain its current levels of errors and omissions insurance coverage for its directors and officers in effect as of the date hereof; and (iii) prevent the Company from unlawfully transferring assets of the Company that would otherwise be available for the lawful indemnity claims of the Company's then current and former directors, officers, employees and agents; provided, however, nothing contained herein shall prevent or preclude Buyer from causing or permitting the Company to enter into a commercially reasonable transaction with a third party for the sale of all or substantially all of the Company's assets or that involves the merger or consolidation of the Company with another entity; and provided further that Buyer shall not be required to take any action that prevents Buyer or any of Buyer's officers, directors or members from exercising any fiduciary obligation they may have to the Company.
Indemnification Arrangements. Those certain Indemnification Agreements entered into between the Company and certain of its Executives shall remain in full force and effect and the Executive shall remain entitled to all of the benefits and protections afforded thereby.
Indemnification Arrangements. Following the transfer of the Concho Holdings Stockholders’ Equity Interests in Concho Holdings to Concho Resources, Concho Resources shall either (i) maintain the corporate existence of Concho Holdings and leave any and all indemnification provisions contained in its organizational documents or other indemnification agreements or other similar arrangements unaltered from and after the Closing Date for a period of six years, in order that any Person serving as a director or officer of Concho Holdings at any time prior to the Closing Date (each, and “Indemnified Party”) would continue to be entitled to the indemnification afforded such person pursuant to such organizational documents or other indemnification agreements or arrangements from and after the Closing Date for a period of six years or (ii) make proper provisions to ensure that each Indemnified Party is afforded at least the same level of indemnification provided under the organizational documents, indemnification agreements or other arrangement of Concho Holdings existing immediately prior to the Closing for a period of six years after the Closing Date. The provisions of this Section 5.9 are intended to be for the benefit of, and shall be enforceable by, the parties hereto and each Indemnified Party, his heirs and representatives. The rights provided the Indemnified Parties under this Section shall be in addition to, and not in lieu of, any rights to indemnity that such Persons may have under any other agreements.
Indemnification Arrangements. (a) To the fullest extent permitted by applicable law, each of the Max Parent and the Max Trust agrees, jointly and severally, to indemnify and hold harmless each Trustee from and against any and all losses, liabilities, damages, costs, taxes and expenses incurred by such Trustee arising out of or relating to any breach of any representation or warranty, covenant, obligation or agreement of such Trustee contained in the Declaration of Trust or in any way arising from the services provided or functions performed by such Trustee, except that no Trustee shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Trustee by reason of bad faith or willful misconduct with respect to such act or omission.
Indemnification Arrangements. 26 6.14 LI & FUNG AGREEMENTS............................................26 0.00 TAKEOVER STATUTE................................................26 6.16
Indemnification Arrangements. DSI agrees that for the period from the Effective Time until three (3) years after the Effective Time, DSI shall use its best efforts (i) to cause DSI and its Subsidiaries to maintain in effect without any reduction in scope or coverage indemnification provisions for present and former directors, officers, employees, and agents of DSI and its Subsidiaries that are at least as favorable to all such persons as those contained in DSI's Articles of Incorporation and Bylaws in effect as of the date hereof; (ii) if available on commercially reasonable terms, to cause DSI to maintain its current levels of errors and omissions insurance coverage for its directors and officers in effect as of the date hereof; provided that DSI shall not be required to take any action that prevents DSI or any of DSI's officers, directors or members from exercising any fiduciary obligation they may have to DSI.
Indemnification Arrangements. (a) From and after the Effective Time, the Partnership shall indemnify, defend and hold harmless each person who is at the Effective Time, or who has been at any time prior to the Effective Time, a partner of a Subject Partnership or an affiliate of such partner, or a partner, shareholder, director, officer, employee or agent of a Subject Partnership or such affiliate (each, an "Indemnified Party") with respect to matters occurring prior to the Effective Time, to the extent the applicable Subject Partnership would have been required to do so under its governing documents in effect at the Effective Time and shall provide such persons with the other related rights provided by such governing documents.
Indemnification Arrangements. The Merger Agreement requires that Parent, after the earlier of the Effective Time or the consummation of the Offer, cause the Company (or any successor) to indemnify, defend and hold harmless the present and former officers and directors of the Company and its subsidiaries against all losses, claims, damages, liabilities, fees and expenses incurred by reason of the fact that such person is or was an officer or director of the Company or any of its subsidiaries and arising out of actions or omissions occurring on or prior to the Effective Time to the full extent permitted by law. Parent has also agreed in the Merger Agreement to cause the Company to honor all of the Company's obligations to indemnify (including any obligations to advance funds for expenses) the members of the Special Committee and current or former directors or officers of the Company and its subsidiaries for acts or omissions by such directors and officers occurring prior to the Effective Time to the extent that such obligations existed on May 30, 2002, whether pursuant to the Company's Restated Articles of Incorporation, individual indemnity agreements or otherwise. In addition, the Company has entered into indemnity agreements with its executive officers and directors that generally provide for indemnification for such individuals to the fullest extent provided by law. Missouri law generally grants a corporation the power to adopt broad indemnification provisions with respect to its directors and officers, but it places certain restrictions on a corporation's ability to indemnify its officers and directors against conduct that is finally adjudged to have been knowingly fraudulent or deliberately dishonest or to have involved willful misconduct. Article Eleven of the Company's Articles of Incorporation eliminates, to the fullest extent permissible under Missouri law, the liability of directors of the Company for monetary damages for breach of fiduciary duty as a director. The Company also maintains a directors' and officers' liability insurance policy insuring directors and officers of the Company for covered losses as defined in the policy. Restricted Stock. As disclosed in the Company's Proxy Statement attached hereto as Exhibit (e)(7), certain of the Company's executive officers have previously received awards of restricted stock, which shares vest at future dates or earlier upon the Company's achievement of specific performance measures. All of these shares vest upon a change of cont...
Indemnification Arrangements
