Common use of Indemnification; Directors’ and Officers’ Liability Insurance Clause in Contracts

Indemnification; Directors’ and Officers’ Liability Insurance. (i) Executive shall retain all rights to indemnification under the Company's Certificate of Incorporation or By-Laws, and (ii) the Company shall maintain Director's and Officer's liability insurance on behalf of Executive, in both cases at the level in effect immediately prior to the Termination Date or immediately prior to the Change in Control, whichever is greater, for a number of years equal to the Severance Multiple following the Termination Date, and throughout the period of any applicable statute of limitations.

Appears in 14 contracts

Samples: Termination Protection Agreement (Harcourt General Inc), Termination Protection Agreement (Harcourt General Inc), Termination Protection Agreement (Harcourt General Inc)

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Indemnification; Directors’ and Officers’ Liability Insurance. (i) Executive shall shall, after the Termination Date, retain all rights to indemnification under applicable law, any agreements and under the Company's ’s Certificate of Incorporation or By-Laws, and (ii) as they may be amended or restated from time to time. In addition, the Company shall maintain Director's ’s and Officer's ’s liability insurance on behalf of Executive, in both cases at the level in effect immediately prior to the Termination Date or immediately prior to the Change in Control, whichever is greaterDate, for a number of years equal to the Severance Multiple three year period following the Termination Date, and throughout the period of any applicable statute of limitations.

Appears in 7 contracts

Samples: Aramark Agreement (Aramark), Aramark Agreement (Aramark), Aramark Agreement (Epic NewCo, Inc.)

Indemnification; Directors’ and Officers’ Liability Insurance. (i) The Executive shall shall, after the Effective Time, retain all rights to indemnification under applicable law or under the Company's ’s Certificate of Incorporation or By-LawsBylaws, and (ii) as they may be amended or restated from time to time. In addition, the Company shall maintain Director's ’s and Officer's ’s liability insurance on behalf of the Executive, in both cases at the level in effect immediately prior to the Termination Date or immediately prior to the Change in Control, whichever is greaterEffective Time, for a number of years equal to the Severance Multiple five (5) year period immediately following the Termination Date, and throughout the period of any applicable statute of limitationsEffective Time.

Appears in 5 contracts

Samples: Senior Executive Agreement (Affiliated Computer Services Inc), Senior Executive Agreement (Affiliated Computer Services Inc), Senior Executive Agreement (Affiliated Computer Services Inc)

Indemnification; Directors’ and Officers’ Liability Insurance. (i) Executive shall shall, after the Termination Date, retain all rights to indemnification under applicable law or under the Company's ’s Certificate of Incorporation or By-Laws, and (ii) as they may be amended or restated from time to time. In addition, the Company shall maintain Director's ’s and Officer's ’s liability insurance on behalf of Executive, in both cases at the level in effect immediately prior to the Termination Date or immediately prior to the Change in Control, whichever is greaterDate, for a number of years equal to the Severance Multiple three year period following the Termination Date, and throughout the period of any applicable statute of limitations.

Appears in 5 contracts

Samples: Employment And (Aramark Corp/De), Employment And (Aramark Corp/De), Employment And (Aramark Corp/De)

Indemnification; Directors’ and Officers’ Liability Insurance. (i) Executive shall shall, after the Termination Date, retain all rights to indemnification under applicable law or under the Company's Certificate of Incorporation or By-Laws, and (ii) as they may be amended or restated from time to time. In addition, the Company shall maintain Director's and Officer's liability insurance on behalf of Executive, in both cases at the level in effect immediately prior to the Termination Date or immediately prior to the Change in Control, whichever is greaterDate, for a number of years equal to the Severance Multiple two year period following the Termination Date, and throughout the period of any applicable statute of limitations.

Appears in 5 contracts

Samples: Termination Protection Agreement (Seagram Co LTD), Termination Protection Agreement (Seagram Co LTD), Termination Protection Agreement (Seagram Co LTD)

Indemnification; Directors’ and Officers’ Liability Insurance. (i) The Executive shall shall, after a Change of Control, retain all rights to indemnification under applicable law or under the Company's ’s Certificate of Incorporation or By-LawsBylaws, and (ii) as they may be amended or restated from time to time. In addition, the Company shall maintain Director's director’s and Officer's officer’s liability insurance on behalf of the Executive, in both cases at the level in effect immediately prior to the Termination Date or immediately prior to Change in Control, for the five years following the Change in Control, whichever is greater, for a number of years equal to the Severance Multiple following the Termination Date, and throughout the period of any applicable statute of limitations.

Appears in 5 contracts

Samples: Special Termination Agreement (Bearingpoint Inc), Special Termination Agreement (Bearingpoint Inc), Special Termination Agreement (Bearingpoint Inc)

Indemnification; Directors’ and Officers’ Liability Insurance. (i) The Executive shall shall, after the Change of Control, retain all rights to indemnification under applicable law or under the Company's ’s Certificate of Incorporation or By-LawsBylaws, and (ii) as they may be amended or restated from time to time. In addition, the Company shall maintain Director's ’s and Officer's ’s liability insurance on behalf of the Executive, in both cases at the level in effect immediately prior to the Termination Date or immediately prior to Change of Control, for the five (5) year period following the Change in of Control, whichever is greater, for a number of years equal to the Severance Multiple following the Termination Date, and throughout the period of any applicable statute of limitations.

Appears in 4 contracts

Samples: Change of Control Agreement (Affiliated Computer Services Inc), Severance Agreement (Affiliated Computer Services Inc), Change of Control Agreement (Affiliated Computer Services Inc)

Indemnification; Directors’ and Officers’ Liability Insurance. (i) The Executive shall shall, after a Change of Control, retain all rights to indemnification under applicable law or under the Company's ’s Certificate of Incorporation or By-LawsBylaws, and (ii) as they may be amended or restated from time to time. In addition, the Company shall maintain Director's director’s and Officer's officer’s liability insurance on behalf of the Executive, in both cases at the level in effect immediately prior to the Termination Date or immediately prior to Change of Control, for the five years following the Change in of Control, whichever is greater, for a number of years equal to the Severance Multiple following the Termination Date, and throughout the period of any applicable statute of limitations.

Appears in 4 contracts

Samples: Special Termination Agreement (Bearingpoint Inc), Special Termination Agreement (Bearingpoint Inc), Special Termination Agreement (Bearingpoint Inc)

Indemnification; Directors’ and Officers’ Liability Insurance. (ia) Executive shall retain all rights to indemnification under the Company's ’s Certificate of Incorporation or By-Laws, and (iib) the Company shall maintain Director's ’s and Officer's ’s liability insurance on behalf of Executive, in both cases at the level in effect immediately prior to the Termination Date or immediately prior to the Change in Control, whichever is greater, for a number of years equal to the Severance Multiple following the Termination Date, and throughout the period of any applicable statute of limitations.

Appears in 2 contracts

Samples: Change of Control Termination Protection Agreement (Neiman Marcus Group Inc), Change of Control Termination Protection Agreement (Neiman Marcus Group Inc)

Indemnification; Directors’ and Officers’ Liability Insurance. (i) The Executive shall shall, after the Change of Control, retain all rights to indemnification under applicable law or under the Company's Certificate of Incorporation or By-LawsBylaws, and (ii) as they may be amended or restated from time to time. In addition, the Company shall maintain Director's and Officer's liability insurance on behalf of the Executive, in both cases at the level in effect immediately prior to the Termination Date or immediately prior to Change of Control, for the five (5) year period following the Change in of Control, whichever is greater, for a number of years equal to the Severance Multiple following the Termination Date, and throughout the period of any applicable statute of limitations.

Appears in 2 contracts

Samples: Severance Agreement (Affiliated Computer Services Inc), Severance Agreement (Affiliated Computer Services Inc)

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Indemnification; Directors’ and Officers’ Liability Insurance. (i) The Executive shall retain all rights to indemnification under the Company's ’s Certificate of Incorporation or By-Laws, and (ii) the Company shall maintain Director's Directors’ and Officer's Officers’ liability insurance on behalf of the Executive, in both cases at the level in effect immediately prior to the Termination Date Executive’s date of termination or immediately prior to the Change in Control, whichever is greater, for a number of years equal to the Severance Multiple following the Termination Date, and throughout the period of any applicable statute of limitations.

Appears in 2 contracts

Samples: Continuity Agreement (Genesee & Wyoming Inc), Continuity Agreement (Genesee & Wyoming Inc)

Indemnification; Directors’ and Officers’ Liability Insurance. (i) 7 7 Executive shall shall, after the Termination Date, retain all rights to indemnification under applicable law or under the Company's Certificate of Incorporation or By-Laws, and (ii) as they may be amended or restated from time to time. In addition, the Company shall maintain Director's and Officer's liability insurance on behalf of Executive, in both cases at the level in effect immediately prior to the Termination Date or immediately prior to the Change in Control, whichever is greaterDate, for a number of years equal to the Severance Multiple three year period following the Termination Date, and throughout the period of any applicable statute of limitations.

Appears in 1 contract

Samples: Termination Protection Agreement (Seagram Co LTD)

Indemnification; Directors’ and Officers’ Liability Insurance. (i) Executive shall retain all rights be entitled to indemnification at all times during and after the Employment Term to the maximum extent permitted under the Company's ’s Certificate of Incorporation or By-Laws, Laws and (ii) the applicable law. The Company shall maintain Director's ’s and Officer's ’s liability insurance on behalf of Executive, in both cases Executive at all times during and after the level in effect immediately prior Employment Term for acts and omissions during the Employment Term to the Termination Date or immediately prior to same extent such coverage is maintained for directors and other senior executives of the Change in Control, whichever is greater, for a number of years equal to the Severance Multiple following the Termination Date, and throughout the period of any applicable statute of limitationsCompany.

Appears in 1 contract

Samples: Employment Agreement (Office Depot Inc)

Indemnification; Directors’ and Officers’ Liability Insurance. (i) Executive shall shall, after the Termination Date, retain all rights to indemnification under applicable law or under the Company's Certificate Articles of Incorporation or By-Laws, and (ii) as they may be amended or restated from time to time. In addition, the Company shall maintain Director's and Officer's liability insurance on behalf of Executive, in both cases at the level in effect immediately prior to the Termination Date or immediately prior to the Change in Control, whichever is greaterDate, for a number of years equal to the Severance Multiple three (3) year period following the Termination Date, and throughout the period of any applicable statute of limitations.

Appears in 1 contract

Samples: Executive Retention Agreement (Terra Industries Inc)

Indemnification; Directors’ and Officers’ Liability Insurance. (i) The Executive shall shall, after a Change of Control, retain all rights to indemnification under the Employment Letter, applicable law or under the Company's ’s Certificate of Incorporation or By-LawsBylaws, and (ii) as they may be amended or restated from time to time. In addition, the Company shall maintain Director's director’s and Officer's officer’s liability insurance on behalf of the Executive, in both cases at the level in effect immediately prior to the Termination Date or immediately prior to Change of Control, for the five years following the Change in of Control, whichever is greater, for a number of years equal to the Severance Multiple following the Termination Date, and throughout the period of any applicable statute of limitations.

Appears in 1 contract

Samples: Special Termination Agreement (Bearingpoint Inc)

Indemnification; Directors’ and Officers’ Liability Insurance. (i) The Executive shall shall, after the Change of Control, retain all rights to indemnification under applicable law or under the Company's ’s Certificate of Incorporation or By-LawsBylaws, and (ii) as they may be amended or restated from time to time. In addition, the Company shall maintain Director's ’s and Officer's ’s liability insurance on behalf of the Executive, in both cases at the level in effect immediately prior to the Termination Date or immediately prior to Change of Control, for the three (3) year period following the Change in of Control, whichever is greater, for a number of years equal to the Severance Multiple following the Termination Date, and throughout the period of any applicable statute of limitations.

Appears in 1 contract

Samples: Employment Agreement (Affiliated Computer Services Inc)

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