Indemnification; D&O Insurance. (a) From and after the Effective Time, the Surviving Corporation and Republic, jointly and severally, shall indemnify, defend and hold harmless each present and former director and officer of Allied or any of the Allied Subsidiaries and each person who served at the request of Allied or any Allied Subsidiary as a director or officer of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or other enterprise (the “Indemnified Parties”), against any costs or expenses (including reasonable fees and expenses of counsel), judgments, fines, penalties, losses, claims, damages or liabilities and amounts paid in settlement (collectively, “Losses”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) relating to the Indemnified Party’s service with or at the request of Allied, whether asserted or claimed prior to, at or after the Effective Time to the fullest extent permitted by applicable Law; provided that such indemnification shall be subject to any limitation imposed from time to time under applicable Laws. Expenses (including attorneys’ fees) incurred by any Indemnified Party in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by Republic and the Surviving Corporation in advance of the final disposition of such action, suit or proceeding, subject to receipt of an undertaking by or on behalf of such Indemnified Party to repay such amounts if it shall ultimately be determined that such Indemnified Party is not entitled under applicable Law to be indemnified under this Section 7.06(a). The indemnification rights hereunder are not exclusive and shall be in addition to any other rights such Indemnified Party may have under any Law or Contract or any organizational documents of any Person, under the DGCL or otherwise. The certificate of incorporation of the Surviving Corporation and its by-laws shall contain, and the Surviving Corporation shall, and Republic shall cause it to, fulfill and honor, provisions with respect to indemnification, advancement of expenses and exculpation that are at least as favorable to the Indemnified Parties as those set forth in the Allied Charter and Allied By-laws as of the date of this Agreement, 43 which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any of the Indemnified Parties. The parties agree that the provisions relating to exculpation of directors and the rights to indemnification and advancement of expenses incurred in defense of any action or suit in the Allied Charter or Allied By-Laws and the comparable organizational documents of the Allied Subsidiaries with respect to matters occurring through the Effective Time shall survive the Merger and shall continue in full force and effect for a period of six (6) years from the Effective Time; provided that all rights to indemnification and advancements in respect of any Proceeding pending or asserted or claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allied Waste Industries Inc), Agreement and Plan of Merger (Republic Services Inc)
Indemnification; D&O Insurance. (a) From and after the Effective Time, the Surviving Corporation and Republic, jointly and severally, shall indemnify, defend and hold harmless each present and former director and officer of Allied or any of the Allied Subsidiaries and each person who served at the request of Allied or any Allied Subsidiary as a director or officer of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or other enterprise (the “Indemnified Parties”), against any costs or expenses (including reasonable fees and expenses of counsel), judgments, fines, penalties, losses, claims, damages or liabilities and amounts paid in settlement (collectively, “Losses”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) relating to the Indemnified Party’s service with or at the request of Allied, whether asserted or claimed prior to, at or after the Effective Time to To the fullest extent permitted by applicable Law; provided that law, the Company shall indemnify and hold harmless ZelnickMedia and its affiliates, and each of their respective members, managers, directors, officers, employees, counsel, agents, representatives, contractors and affiliates (each such indemnification shall individual or entity to be subject referred to hereinafter as an “Indemnified Person”), from and against any limitation imposed loss, claim, damage or liability, joint or several, and any action in respect thereof, whether or not involving a third party, to which an Indemnified Person may be subject, insofar as such loss, claim, damage, liability or action relates to, arises out of or results from time to time under applicable Laws. Expenses any Covered Event (including as such term is defined below) or alleged Covered Event, and will reimburse such Indemnified Person upon request for all expenses (including, without limitation, reasonable attorneys’ feesfees and disbursements) incurred by such Indemnified Person in connection with investigating, defending or preparing to defend against any Indemnified Party in defending any civilsuch loss, criminalclaim, administrative damage, liability or investigative action, suit as such expenses are incurred or proceeding shall be paid by Republic and the Surviving Corporation in advance of the final disposition of such action, suit or proceeding, subject to receipt of an undertaking by or on behalf of such Indemnified Party to repay such amounts if it shall ultimately be determined that such Indemnified Party is not entitled under applicable Law to be indemnified under this Section 7.06(a)paid. The indemnification rights hereunder are not exclusive and term “Covered Event” shall be in addition to mean (a) any other rights such action taken, or services performed, by an Indemnified Party may have under any Law or Contract or any organizational documents of any Person, under related to or consistent with the DGCL or otherwise. The certificate of incorporation of the Surviving Corporation and its by-laws shall contain, and the Surviving Corporation shall, and Republic shall cause it to, fulfill and honor, provisions with respect to indemnification, advancement of expenses and exculpation that are at least as favorable to the Indemnified Parties as those set forth in the Allied Charter and Allied By-laws as of the date terms of this Agreement, 43 which provisions shall not the 2014 Agreement, the 2011 Agreement or the Original Agreement, or (b) any action taken, or omitted to be amendedtaken, repealed by the Company or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any of its managers, directors, officers, employees, agents or affiliates, in connection with any matter in which an Indemnified Person has been involved pursuant to this Agreement, the Indemnified Parties. The parties agree 2014 Agreement, the 2011 Agreement or the Original Agreement; provided, that the provisions relating to exculpation of directors and the rights to indemnification and advancement of expenses incurred in defense of any action or suit in the Allied Charter or Allied By-Laws and the comparable organizational documents of the Allied Subsidiaries term “Covered Event,” with respect to matters occurring through an Indemnified Person, shall exclude any loss, claim, damage, liability or expense to the Effective Time shall survive extent determined by the Merger and shall continue in full force and effect for final judgment of a period court of six (6) years competent jurisdiction to have been caused from the Effective Time; provided that all rights to indemnification and advancements in respect of any Proceeding pending gross negligence, fraud, bad faith or asserted or claim made within such period shall continue until the disposition willful misfeasance of such Proceeding Indemnified Person or resolution any affiliate thereof. The Company shall cover the designees of such claimZelnickMedia under directors and officers’ liability insurance both during and, while potential liability exists, after the term of this Agreement in amounts reasonably requested by ZelnickMedia.
Appears in 2 contracts
Samples: Restricted Unit Agreement, Restricted Unit Agreement (Take Two Interactive Software Inc)
Indemnification; D&O Insurance. (a) From and after the Effective Time, the Surviving Corporation and Republic, jointly and severally, shall indemnify, defend and hold harmless each present and former director and officer of Allied or any of the Allied Subsidiaries and each person who served at the request of Allied or any Allied Subsidiary as a director or officer of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or other enterprise (the “Indemnified Parties”), against any costs or expenses (including reasonable fees and expenses of counsel), judgments, fines, penalties, losses, claims, damages or liabilities and amounts paid in settlement (collectively, “Losses”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) relating to the Indemnified Party’s service with or at the request of Allied, whether asserted or claimed prior to, at or after the Effective Time to To the fullest extent permitted by applicable Law; provided that law, the Company shall indemnify and hold harmless ZelnickMedia and its affiliates, and each of their respective members, managers, directors, officers, employees, counsel, agents, representatives, contractors and affiliates (each such indemnification shall individual or entity to be subject referred to hereinafter as an “Indemnified Person”), from and against any limitation imposed loss, claim, damage or liability, joint or several, and any action in respect thereof, whether or not involving a third party, to which an Indemnified Person may be subject, insofar as such loss, claim, damage, liability or action relates to, arises out of or results from time to time under applicable Laws. Expenses any Covered Event (including as such term is defined below) or alleged Covered Event, and will reimburse such Indemnified Person upon request for all expenses (including, without limitation, reasonable attorneys’ feesfees and disbursements) incurred by such Indemnified Person in connection with investigating, defending or preparing to defend against any Indemnified Party in defending any civilsuch loss, criminalclaim, administrative damage, liability or investigative action, suit as such expenses are incurred or proceeding paid. The term “Covered Event” shall mean (a) any action taken, or services performed, by an Indemnified Person, related to or consistent with the terms of this Agreement or the Original Agreement, or (b) any action taken, or omitted to be paid taken, by Republic and the Surviving Corporation Company or any of its managers, directors, officers, employees, agents or affiliates, in advance of connection with any matter in which an Indemnified Person has been involved pursuant to this Agreement or the Original Agreement; provided, that the term “Covered Event,” with respect to an Indemnified Person, shall exclude any loss, claim, damage, liability or expense to the extent determined by the final disposition judgment of such actiona court of competent jurisdiction to have been caused from the gross negligence, suit fraud, bad faith or proceeding, subject to receipt of an undertaking by or on behalf willful misfeasance of such Indemnified Party to repay such amounts if it shall ultimately be determined that such Indemnified Party is not entitled under applicable Law to be indemnified under this Section 7.06(a)Person or any affiliate thereof. The indemnification rights hereunder are not exclusive Company shall cover the designees of ZelnickMedia under directors and shall be in addition to any other rights such Indemnified Party may have under any Law or Contract or any organizational documents of any Personofficers’ liability insurance both during and, under while potential liability exists, after the DGCL or otherwise. The certificate of incorporation of the Surviving Corporation and its by-laws shall contain, and the Surviving Corporation shall, and Republic shall cause it to, fulfill and honor, provisions with respect to indemnification, advancement of expenses and exculpation that are at least as favorable to the Indemnified Parties as those set forth in the Allied Charter and Allied By-laws as of the date term of this Agreement, 43 which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time Agreement in any manner that would adversely affect the rights thereunder of any of the Indemnified Parties. The parties agree that the provisions relating to exculpation of directors and the rights to indemnification and advancement of expenses incurred in defense of any action or suit in the Allied Charter or Allied By-Laws and the comparable organizational documents of the Allied Subsidiaries with respect to matters occurring through the Effective Time shall survive the Merger and shall continue in full force and effect for a period of six (6) years from the Effective Time; provided that all rights to indemnification and advancements in respect of any Proceeding pending or asserted or claim made within such period shall continue until the disposition of such Proceeding or resolution of such claimamounts reasonably requested by ZelnickMedia.
Appears in 2 contracts
Samples: Management Agreement, Management Agreement (Take Two Interactive Software Inc)
Indemnification; D&O Insurance. (a) From and after the Effective TimeTime through the sixth anniversary thereof, Parent shall, and shall cause the Surviving Corporation and Republicto, jointly and severally, shall indemnify, defend indemnify and hold harmless each present and former director and officer of Allied or any of the Allied Subsidiaries and each person who served at the request of Allied or any Allied Subsidiary as a director or officer of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or other enterprise (the an “Indemnified Parties”), against any costs or expenses (including reasonable fees and expenses of counsel), judgments, fines, penalties, losses, claims, damages or liabilities and amounts paid in settlement (collectively, “LossesParty”) incurred in connection with who is or was a party, or is threatened to be made a party, to any threatened, pending or completed action, claim, actionlitigation, suit, proceeding suit or investigationproceeding, whether civil, criminal, administrative or investigative, arising out whether predicated on foreign, federal, state or local law and whether formal or informal (collectively for purposes of this Section 7.06, “action(s)”), by reason of his status as, or pertaining the fact that he is or was, a director and/or an executive officer (collectively for purposes of this Section 7.06, “executive(s)”) of the Company, and/or is or was serving as an executive officer or director of another corporation, partnership, joint venture, employee benefit plan, trust or other similar enterprise affiliated with the Company (any and/or all of which are referred to matters in this Section 7.06 as an “affiliate”), and as to acts performed in the course of such executive’s duty to the Company and/or to an affiliate, in each case against expenses, fees, costs and charges (including reasonable attorneys’ fees and disbursements) (collectively, “Losses”) incurred by or on behalf of an executive in connection with any action (including in connection with the investigation, defense, settlement or appeal of such action) that pertains to a matter existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) relating to the Indemnified Party’s service with or at the request of AlliedTime, whether asserted or claimed prior to, at or after the Effective Time Time, to the fullest extent permitted by applicable Law; provided that such indemnification shall be subject to any limitation imposed from time to time under applicable Lawslaw. Expenses (including reasonable attorneys’ fees) incurred by any Indemnified Party in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by Republic and Parent or the Surviving Corporation in advance of the final disposition of such action, suit or proceeding, subject to proceeding upon receipt of an undertaking by or on behalf of such Indemnified Party to repay such amounts amount if it shall ultimately be determined that such Indemnified Party is not entitled under applicable Law to be indemnified under this Section 7.06(a). The indemnification rights hereunder are not exclusive and shall be in addition to any other rights such Indemnified Party may have under any Law or Contract the certificate of incorporation and by-laws of the Surviving Corporation or any organizational documents of any Personits Subsidiaries, under the DGCL or otherwise. The certificate of incorporation and by-laws of the Surviving Corporation and its by-laws shall contain, and Parent shall cause the Surviving Corporation shall, and Republic shall cause it to, to fulfill and honor, provisions with respect to indemnification, advancement of expenses indemnification and exculpation that are at least as favorable to the Indemnified Parties as those set forth in the Allied Company Charter and Allied Company By-laws as of the date of this Agreement, 43 which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any of the Indemnified Parties. The parties agree that the provisions relating to exculpation exoneration of directors and officers and the rights to indemnification and advancement (including provisions relating to advances of expenses incurred in defense of any action or suit suit) in the Allied Charter or Allied By-Laws certificate of incorporation and the comparable organizational documents bylaws of the Allied Company and its Subsidiaries with respect to matters occurring through the Effective Time shall survive the Merger and shall continue in full force and effect for a period of six (6) years from the Effective Time; provided provided, that all rights to indemnification and advancements in respect of any Proceeding action pending or asserted or claim made within such period shall continue until the disposition of such Proceeding action or resolution of such claim.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Carters Inc), Agreement and Plan of Merger (Oshkosh B Gosh Inc)
Indemnification; D&O Insurance. (a) From and after the Effective Time, the Surviving Corporation and Republic, jointly and severally, shall indemnify, defend and hold harmless each present and former director and officer of Allied or any of the Allied Subsidiaries and each person who served at the request of Allied or any Allied Subsidiary as a director or officer of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or other enterprise (the “Indemnified Parties”), against any costs or expenses (including reasonable fees and expenses of counsel), judgments, fines, penalties, losses, claims, damages or liabilities and amounts paid in settlement (collectively, “Losses”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) relating to the Indemnified Party’s service with or at the request of Allied, whether asserted or claimed prior to, at or after the Effective Time to To the fullest extent permitted by applicable Law; provided that law, the Company shall indemnify and hold harmless ZelnickMedia and its affiliates, and each of their respective members, managers, directors, officers, employees, counsel, agents, representatives, contractors and affiliates (each such indemnification shall individual or entity to be subject referred to hereinafter as an "Indemnified Person"), from and against any limitation imposed loss, claim, damage or liability, joint or several, and any action in respect thereof, whether or not involving a third party, to which an Indemnified Person may be subject, insofar as such loss, claim, damage, liability or action relates to, arises out of or results from time to time under applicable Laws. Expenses any Covered Event (including as such term is defined below) or alleged Covered Event, and will reimburse such Indemnified Person upon request for all expenses (including, without limitation, reasonable attorneys’ feesfees and disbursements) incurred by such Indemnified Person in connection with investigating, defending or preparing to defend against any Indemnified Party in defending any civilsuch loss, criminalclaim, administrative damage, liability or investigative action, suit as such expenses are incurred or proceeding shall be paid by Republic and the Surviving Corporation in advance of the final disposition of such action, suit or proceeding, subject to receipt of an undertaking by or on behalf of such Indemnified Party to repay such amounts if it shall ultimately be determined that such Indemnified Party is not entitled under applicable Law to be indemnified under this Section 7.06(a)paid. The indemnification rights hereunder are not exclusive and term "Covered Event" shall be in addition to mean (a) any other rights such action taken, or services performed, by an Indemnified Party may have under any Law or Contract or any organizational documents of any Person, under related to or consistent with the DGCL or otherwise. The certificate of incorporation of the Surviving Corporation and its by-laws shall contain, and the Surviving Corporation shall, and Republic shall cause it to, fulfill and honor, provisions with respect to indemnification, advancement of expenses and exculpation that are at least as favorable to the Indemnified Parties as those set forth in the Allied Charter and Allied By-laws as of the date terms of this Agreement, 43 which provisions shall not or (b) any action taken, or omitted to be amendedtaken, repealed by the Company or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any of the its managers, directors, officers, employees, agents or affiliates, in connection with any matter in which an Indemnified Parties. The parties agree Person has been involved pursuant to this Agreement; provided, that the provisions relating to exculpation of directors and the rights to indemnification and advancement of expenses incurred in defense of any action or suit in the Allied Charter or Allied By-Laws and the comparable organizational documents of the Allied Subsidiaries term "Covered Event," with respect to matters occurring through an Indemnified Person, shall exclude any loss, claim, damage, liability or expense to the Effective Time shall survive extent determined by the Merger and shall continue in full force and effect for final judgment of a period court of six (6) years competent jurisdiction to have been caused from the Effective Time; provided that all rights to indemnification and advancements in respect of any Proceeding pending gross negligence, fraud, bad faith or asserted or claim made within such period shall continue until the disposition willful misfeasance of such Proceeding Indemnified Person or resolution any affiliate thereof. The Company shall cover the designees of such claimZelnickMedia under directors and officers liability insurance both during and, while potential liability exists, after the term of the Agreement in amounts reasonably requested by ZelnickMedia.
Appears in 2 contracts
Samples: Management Agreement (Sac Capital Advisors LLC), Management Agreement (Take Two Interactive Software Inc)
Indemnification; D&O Insurance. (a) From and after 12.1 If the Effective TimeExecutive is made a party, the Surviving Corporation and Republicis threatened to be made a party, jointly and severallyor reasonably anticipates being made a party, shall indemnifyto any actual, defend and hold harmless each present and former director and officer of Allied threatened or any of the Allied Subsidiaries and each person who served at the request of Allied or any Allied Subsidiary as a director or officer of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or other enterprise (the “Indemnified Parties”), against any costs or expenses (including reasonable fees and expenses of counsel), judgments, fines, penalties, losses, claims, damages or liabilities and amounts paid in settlement (collectively, “Losses”) incurred in connection with any claim, reasonably anticipated action, suit, proceeding suit or investigationproceeding, whether civil, criminal, administrative or administrative, investigative, arising out appellate, formal or informal (a “Proceeding”) by reason of the fact that he is or pertaining to matters existing was a director, officer, member, employee, agent, manager, trustee, consultant or occurring at representative of the Company or prior to the Effective Time (including the transactions contemplated by this Agreement) relating to the Indemnified Party’s service with any of its Affiliates or is or was serving at the request of Alliedthe Company or any of its Affiliates, whether asserted or claimed prior toin connection with his service hereunder, at as a director, officer, member, employee, agent, manager, trustee, consultant or after representative of another person or entity, or if any claim, demand, request, investigation, dispute, controversy, threat, discovery request, or request for testimony or information (a “Claim”) is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to the Effective Time Executive’s service in any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless by the Company to the fullest extent permitted or authorized by the corporate governance documents of the Company, or if greater, by applicable Law; provided that law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his rights under this Section 12.1, and such indemnification shall continue as to the Executive even if he has ceased to be subject a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement by the Company of any limitation imposed from time to time under applicable Laws. Expenses and all costs and expenses (including including, without limitation, attorneys’ feesand other professional fees and charges) incurred by him in connection with any Indemnified Party such Proceeding or Claim, or in defending connection with seeking to enforce his rights under this Section 12.1, any civilsuch advancement to be made within fifteen (15) days after the Executive gives written notice to the Company, criminalsupported by reasonable documentation, administrative or investigative action, suit or proceeding requesting such advancement. Such notice shall be paid by Republic and the Surviving Corporation in advance of the final disposition of such action, suit or proceeding, subject to receipt of include an undertaking by or on behalf of such Indemnified Party the Executive to repay such amounts the amount advanced if it shall he is ultimately be determined that such Indemnified Party is not entitled under applicable Law to be indemnified under entitled to indemnification against such costs and expenses. Nothing in this Section 7.06(a). The indemnification rights hereunder are not exclusive and Agreement shall be in addition operate to limit or extinguish any other rights such Indemnified Party may have under any Law or Contract or any organizational documents of any Person, under the DGCL or otherwise. The certificate of incorporation of the Surviving Corporation and its by-laws shall contain, and the Surviving Corporation shall, and Republic shall cause it to, fulfill and honor, provisions with respect right to indemnification, advancement of expenses and exculpation that are at least as favorable to the Indemnified Parties as those set forth in the Allied Charter and Allied By-laws as of the date of this Agreementexpenses, 43 which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any of the Indemnified Parties. The parties agree contribution that the provisions relating to exculpation of directors and the rights to indemnification and advancement of expenses incurred in defense of any action Executive would otherwise have (including, without limitation, by agreement or suit in the Allied Charter or Allied By-Laws and the comparable organizational documents of the Allied Subsidiaries with respect to matters occurring through the Effective Time shall survive the Merger and shall continue in full force and effect for a period of six (6) years from the Effective Time; provided that all rights to indemnification and advancements in respect of any Proceeding pending or asserted or claim made within such period shall continue until the disposition of such Proceeding or resolution of such claimunder applicable law).
Appears in 2 contracts
Samples: Employment Agreement (Pxre Group LTD), Employment Agreement (Pxre Group LTD)
Indemnification; D&O Insurance. (a) From and after If the Effective TimeExecutive is made a party, is threatened to be made a party, or reasonably anticipates being made a party, to any Proceeding by reason of the Surviving Corporation and Republicfact that he is or was a director, jointly and severallyofficer, shall indemnifymember, defend and hold harmless each present and former director and officer employee, agent, manager, trustee, consultant or representative of Allied the Company or any of the Allied Subsidiaries and each person who served its subsidiaries, or is or was serving at the request of Allied the Company or any Allied Subsidiary as a director of its subsidiaries, or officer of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or other enterprise (the “Indemnified Parties”), against any costs or expenses (including reasonable fees and expenses of counsel), judgments, fines, penalties, losses, claims, damages or liabilities and amounts paid in settlement (collectively, “Losses”) incurred in connection with his service hereunder, as a director, officer, member, employee, agent, manager, trustee, consultant or representative of another Person, or if any claimClaim is made, actionis threatened to be made, suitor is reasonably anticipated to be made, proceeding or investigation, whether civil, criminal, administrative or investigative, arising that arises out of or pertaining to matters existing or occurring at or prior relates to the Effective Time (including the transactions contemplated by this Agreement) relating to the Indemnified PartyExecutive’s service with or at in any of the request of Alliedforegoing capacities, whether asserted or claimed prior to, at or after then the Effective Time Executive shall promptly be indemnified and held harmless to the fullest extent permitted or authorized by the Certificate of Incorporation or Bylaws of the Company, or if greater, by applicable Law; provided that law, against any and all reasonable and appropriately documented costs, expenses, liabilities and losses incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be subject a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or of any of its subsidiaries or other Person and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement of any limitation imposed from time to time under applicable Laws. Expenses and all appropriately documented costs and expenses (including including, without limitation, attorneys’ feesand other professional fees and charges) reasonably incurred by him in connection with any Indemnified Party in defending such Proceeding or Claim, any civilsuch advancement to be made within 15 days after the Executive gives written notice, criminalsupported by reasonable documentation, administrative or investigative action, suit or proceeding requesting such advancement. Such notice shall be paid by Republic and the Surviving Corporation in advance of the final disposition of such action, suit or proceeding, subject to receipt of include an undertaking by or on behalf of such Indemnified Party the Executive to repay such the amounts if it shall advanced to the extent that he is ultimately be determined that such Indemnified Party is not entitled under applicable Law to be indemnified under entitled to indemnification against such costs and expenses. Nothing in this Section 7.06(a). The indemnification rights hereunder are not exclusive and Agreement or elsewhere shall be in addition operate to limit or extinguish any other rights such Indemnified Party may have under any Law or Contract or any organizational documents of any Person, under the DGCL or otherwise. The certificate of incorporation of the Surviving Corporation and its by-laws shall contain, and the Surviving Corporation shall, and Republic shall cause it to, fulfill and honor, provisions with respect right to indemnification, advancement of expenses and exculpation expenses, or contribution that are at least as favorable to the Indemnified Parties as those set forth in the Allied Charter and Allied By-laws as of the date Executive would otherwise have (including, without limitation, by agreement or under applicable law). For purposes of this Agreement, 43 which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any of the Indemnified Parties. The parties agree that the provisions relating to exculpation of directors and the rights to indemnification and advancement of expenses incurred in defense of any action or suit in the Allied Charter or Allied By-Laws and the comparable organizational documents of the Allied Subsidiaries with respect to matters occurring through the Effective Time shall survive the Merger and shall continue in full force and effect for a period of six (6) years from the Effective Time; provided that all rights to indemnification and advancements in respect of any Proceeding pending or asserted or claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim.“
Appears in 1 contract
Samples: Employment Agreement (Diamond Offshore Drilling Inc)
Indemnification; D&O Insurance. (a) From and after If the Effective TimeExecutive is made a party, is threatened to be made a party, or reasonably anticipates being made a party, to any Proceeding by reason of the Surviving Corporation and Republicfact that he is or was a director, jointly and severallyofficer, shall indemnifymember, defend and hold harmless each present and former director and officer employee, agent, manager, trustee, consultant or representative of Allied the Company or any of the Allied Subsidiaries and each person who served its subsidiaries, or is or was serving at the request of Allied the Company or any Allied Subsidiary as a director of its subsidiaries, or officer of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or other enterprise (the “Indemnified Parties”), against any costs or expenses (including reasonable fees and expenses of counsel), judgments, fines, penalties, losses, claims, damages or liabilities and amounts paid in settlement (collectively, “Losses”) incurred in connection with his service hereunder, as a director, officer, member, employee, agent, manager, trustee, consultant or representative of another Person, or if any claimClaim is made, actionis threatened to be made, suitor is reasonably anticipated to be made, proceeding or investigation, whether civil, criminal, administrative or investigative, arising that arises out of or pertaining to matters existing or occurring at or prior relates to the Effective Time (including the transactions contemplated by this Agreement) relating to the Indemnified PartyExecutive’s service with or at in any of the request of Alliedforegoing capacities, whether asserted or claimed prior to, at or after then the Effective Time Executive shall promptly be indemnified and held harmless to the fullest extent permitted or authorized by the Certificate of Incorporation or Bylaws of the Company, or if greater, by applicable Law; provided that law, against any and all reasonable and appropriately documented costs, expenses, liabilities and losses incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be subject a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or of any of its subsidiaries or other Person and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement of any limitation imposed from time to time under applicable Laws. Expenses and all appropriately documented costs and expenses (including including, without limitation, attorneys’ feesand other professional fees and charges) reasonably incurred by him in connection with any Indemnified Party in defending such Proceeding or Claim, any civilsuch advancement to be made within 15 days after the Executive gives written notice, criminalsupported by reasonable documentation, administrative or investigative action, suit or proceeding requesting such advancement. Such notice shall be paid by Republic and the Surviving Corporation in advance of the final disposition of such action, suit or proceeding, subject to receipt of include an undertaking by or on behalf of such Indemnified Party the Executive to repay such the amounts if it shall advanced to the extent that he is ultimately be determined that such Indemnified Party is not entitled under applicable Law to be indemnified under entitled to indemnification against such costs and expenses. Nothing in this Section 7.06(a). The indemnification rights hereunder are not exclusive and Agreement or elsewhere shall be in addition operate to limit or extinguish any other rights such Indemnified Party may have under any Law or Contract or any organizational documents of any Person, under the DGCL or otherwise. The certificate of incorporation of the Surviving Corporation and its by-laws shall contain, and the Surviving Corporation shall, and Republic shall cause it to, fulfill and honor, provisions with respect right to indemnification, advancement of expenses and exculpation that are at least as favorable to the Indemnified Parties as those set forth in the Allied Charter and Allied By-laws as of the date of this Agreementexpenses, 43 which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any of the Indemnified Parties. The parties agree contribution that the provisions relating to exculpation of directors and the rights to indemnification and advancement of expenses incurred in defense of any action or suit in the Allied Charter or Allied By-Laws and the comparable organizational documents of the Allied Subsidiaries with respect to matters occurring through the Effective Time shall survive the Merger and shall continue in full force and effect for a period of six (6) years from the Effective Time; provided that all rights to indemnification and advancements in respect of any Proceeding pending or asserted or claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim.Executive
Appears in 1 contract
Samples: Employment Agreement (Diamond Offshore Drilling, Inc.)
Indemnification; D&O Insurance. (a) From and after the Effective Time, the Surviving Corporation and Republic, jointly and severally, shall indemnify, defend and hold harmless each present and former director and officer of Allied or any of the Allied Subsidiaries and each person who served at the request of Allied or any Allied Subsidiary as a director or officer of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or other enterprise (the “Indemnified Parties”), against any costs or expenses (including reasonable fees and expenses of counsel), judgments, fines, penalties, losses, claims, damages or liabilities and amounts paid in settlement (collectively, “Losses”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) relating to the Indemnified Party’s service with or at the request of Allied, whether asserted or claimed prior to, at or after the Effective Time to To the fullest extent permitted by applicable Law; provided that law, the Company shall indemnify and hold harmless RGMP and its affiliates, and each of their respective members, managers, directors, officers, employees, counsel, agents, representatives, contractors and affiliates (each such indemnification shall individual or entity to be subject referred to hereinafter as an “Indemnified Person”), from and against any limitation imposed loss, claim, damage or liability, joint or several, and any action in respect thereof, whether or not involving a third party, to which an Indemnified Person may be subject, insofar as such loss, claim, damage, liability or action relates to, arises out of or results from time to time under applicable Laws. Expenses any Covered Event (including as such term is defined below) or alleged Covered Event, and will reimburse such Indemnified Person upon request for all expenses (including, without limitation, reasonable attorneys’ feesfees and disbursements) incurred by such Indemnified Person in connection with investigating, defending or preparing to defend against any Indemnified Party in defending any civilsuch loss, criminalclaim, administrative damage, liability or investigative action, suit as such expenses are incurred or proceeding shall be paid by Republic and the Surviving Corporation in advance of the final disposition of such action, suit or proceeding, subject to receipt of an undertaking by or on behalf of such Indemnified Party to repay such amounts if it shall ultimately be determined that such Indemnified Party is not entitled under applicable Law to be indemnified under this Section 7.06(a)paid. The indemnification rights hereunder are not exclusive and term “Covered Event” shall be in addition to mean (a) any other rights such action taken, or services performed, by an Indemnified Party may have under any Law or Contract or any organizational documents of any Person, under related to or consistent with the DGCL or otherwise. The certificate of incorporation of the Surviving Corporation and its by-laws shall contain, and the Surviving Corporation shall, and Republic shall cause it to, fulfill and honor, provisions with respect to indemnification, advancement of expenses and exculpation that are at least as favorable to the Indemnified Parties as those set forth in the Allied Charter and Allied By-laws as of the date terms of this Agreement, 43 which provisions shall not or (b) any action taken, or omitted to be amendedtaken, repealed by the Company or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any of the its managers, directors, officers, employees, agents or affiliates, in connection with any matter in which an Indemnified Parties. The parties agree Person has been involved pursuant to this Agreement; provided, that the provisions relating to exculpation of directors and the rights to indemnification and advancement of expenses incurred in defense of any action or suit in the Allied Charter or Allied By-Laws and the comparable organizational documents of the Allied Subsidiaries term “Covered Event,” with respect to matters occurring through an Indemnified Person, shall exclude any loss, claim, damage, liability or expense to the Effective Time shall survive extent determined by the Merger and shall continue in full force and effect for final judgment of a period court of six (6) years competent jurisdiction to have been caused from the Effective Time; provided that all rights to indemnification and advancements in respect of any Proceeding pending gross negligence, fraud, bad faith or asserted or claim made within such period shall continue until the disposition willful misfeasance of such Proceeding Indemnified Person or resolution any affiliate thereof. The Company shall cover the designees of such claimRGMP under directors and officers’ liability insurance both during and, while potential liability exists, after the term of this Agreement in amounts reasonably requested by RGMP.
Appears in 1 contract
Samples: Management Agreement (Regnum Corp.)
Indemnification; D&O Insurance. (a) From The Company shall promptly indemnify you to the maximum extent permitted by law against all liabilities, losses, damages and after the Effective Time, the Surviving Corporation and Republic, jointly and severally, shall indemnify, defend and hold harmless each present and former director and officer of Allied or any of the Allied Subsidiaries and each person who served at the request of Allied or any Allied Subsidiary as a director or officer of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or other enterprise (the “Indemnified Parties”), against any costs or expenses (including but not limited to reasonable fees attorneys’, accountants’, investment or other advisor and expenses of counsel), judgments, fines, penalties, losses, claims, damages or liabilities expert witness fees) actually and amounts paid in settlement (collectively, “Losses”) reasonably incurred by you in connection with any claim, action, suit, claim or proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of of, or pertaining to matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) relating to the Indemnified Party’s service with or at the request of Allied, whether asserted or claimed prior to, at or after your services for the Effective Time to the fullest extent permitted by applicable Law; provided that such indemnification shall be subject to any limitation imposed from time to time under applicable LawsCompany. Expenses (including attorneys’ fees) incurred by any Indemnified Party that you incur in defending any a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding shall be paid by Republic and the Surviving Corporation Company in advance of the final disposition of such action, suit or proceedingproceeding within thirty (30) days after receipt by the Company of (a) a statement or statements from you requesting such advance or advances from time to time, subject to receipt of and (b) an undertaking by you or on your behalf of such Indemnified Party to repay such amounts if amount or amounts, only if, and to the extent that, it shall ultimately be determined that such Indemnified Party is you are not entitled under applicable Law to be indemnified by the Company as authorized by this Agreement or otherwise. Advances shall be unsecured and interest-free. In the event that final disposition of any such action, suit or proceeding determines that you are not entitled to be indemnified for expenses for which you have received payment or reimbursement, you shall repay such amount to the Company within ninety (90) days of your receipt of an accounting in writing from the Company of the amount owing. Promptly after your receipt of notice of the commencement of any action, suit or proceeding, you shall notify the Company of the commencement thereof. Your failure to promptly notify the Company of the commencement of the action, suit or proceeding, or your request for indemnification, will not relieve the Company from any liability that it may have to you hereunder, except to the extent the Company is prejudiced in its defense of such action, suit or proceeding as a result of such failure. In the event the Company is obligated to pay your expenses with respect to an action, suit or proceeding, as provided in this Agreement, the Company shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to you, upon the delivery to you of written notice of the Company’s election to do so. After delivery of such notice, your approval of such counsel and the retention of such counsel by the Company, the Company will not be liable to you for any fees of counsel that you subsequently incur with respect to the same action, suit or proceeding, provided that (1) you shall have the right to employ your own counsel in such action, suit or proceeding at your expense and (2) if (i) your employment of counsel has been previously authorized in writing by the Company, (ii) counsel to the Company or you shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Company and you in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of Xx. Xxxxxxxx Xxxxxxx-Craig such action, suit or proceeding, then the fees and expenses of your counsel shall be at the Company’s expense, except as otherwise expressly provided by this Agreement. The Company shall not be entitled, without your consent, to assume the defense of any claim brought by or in the right of the Company or as to which counsel for the Company or you shall have reasonably made the conclusion provided for in clause (ii) above. Your rights under this Section 7.06(a). The indemnification rights hereunder are not exclusive paragraph shall apply both during your employment and at all times thereafter, and shall be in addition to to, not in lieu of, any other rights such Indemnified Party to indemnification or advancement you may have under any Law or Contract or any the Company’s organizational documents of any Personor insurance policies, or under the DGCL applicable law or otherwise. The certificate of incorporation of In addition, during your employment and for six years thereafter, you shall be entitled to directors’ and officers’ insurance coverage that is no less favorable to you in any respect than the Surviving Corporation and its by-laws shall contain, and the Surviving Corporation shall, and Republic shall cause it to, fulfill and honor, provisions coverage then enjoyed by any other individual with respect to indemnification, advancement of expenses and exculpation that are at least his or her service as favorable to a director or officer during the Indemnified Parties as those set forth in the Allied Charter and Allied By-laws as of the date of this Agreement, 43 which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any of the Indemnified Parties. The parties agree that the provisions relating to exculpation of directors and the rights to indemnification and advancement of expenses incurred in defense of any action or suit in the Allied Charter or Allied By-Laws and the comparable organizational documents of the Allied Subsidiaries with respect to matters occurring through the Effective Time shall survive the Merger and shall continue in full force and effect for a period of six (6) years from the Effective Time; provided that all rights to indemnification and advancements in respect of any Proceeding pending or asserted or claim made within such period shall continue until the disposition of such Proceeding or resolution of such claimRetention Period.
Appears in 1 contract
Samples: Gleacher & Company, Inc.
Indemnification; D&O Insurance. (a) From The Company shall promptly indemnify you to the maximum extent permitted by law against all liabilities, losses, damages Xx. Xxxxx Xxxxxxxx and after the Effective Time, the Surviving Corporation and Republic, jointly and severally, shall indemnify, defend and hold harmless each present and former director and officer of Allied or any of the Allied Subsidiaries and each person who served at the request of Allied or any Allied Subsidiary as a director or officer of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or other enterprise (the “Indemnified Parties”), against any costs or expenses (including but not limited to reasonable fees attorneys’, accountants’, investment or other advisor and expenses of counsel), judgments, fines, penalties, losses, claims, damages or liabilities expert witness fees) actually and amounts paid in settlement (collectively, “Losses”) reasonably incurred by you in connection with any claim, action, suit, claim or proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of of, or pertaining to matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) relating to the Indemnified Party’s service with or at the request of Allied, whether asserted or claimed prior to, at or after your services for the Effective Time to the fullest extent permitted by applicable Law; provided that such indemnification shall be subject to any limitation imposed from time to time under applicable LawsCompany. Expenses (including attorneys’ fees) incurred by any Indemnified Party that you incur in defending any a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding shall be paid by Republic and the Surviving Corporation Company in advance of the final disposition of such action, suit or proceedingproceeding within thirty (30) days after receipt by the Company of (a) a statement or statements from you requesting such advance or advances from time to time, subject to receipt of and (b) an undertaking by you or on your behalf of such Indemnified Party to repay such amounts if amount or amounts, only if, and to the extent that, it shall ultimately be determined that such Indemnified Party is you are not entitled under applicable Law to be indemnified by the Company as authorized by this Agreement or otherwise. Advances shall be unsecured and interest-free. In the event that final disposition of any such action, suit or proceeding determines that you are not entitled to be indemnified for expenses for which you have received payment or reimbursement, you shall repay such amount to the Company within ninety (90) days of your receipt of an accounting in writing from the Company of the amount owing. Promptly after your receipt of notice of the commencement of any action, suit or proceeding, you shall notify the Company of the commencement thereof. Your failure to promptly notify the Company of the commencement of the action, suit or proceeding, or your request for indemnification, will not relieve the Company from any liability that it may have to you hereunder, except to the extent the Company is prejudiced in its defense of such action, suit or proceeding as a result of such failure. In the event the Company is obligated to pay your expenses with respect to an action, suit or proceeding, as provided in this Agreement, the Company shall be entitled to assume the defense of such action, suit or proceeding, with counsel reasonably acceptable to you, upon the delivery to you of written notice of the Company’s election to do so. After delivery of such notice, your approval of such counsel and the retention of such counsel by the Company, the Company will not be liable to you for any fees of counsel that you subsequently incur with respect to the same action, suit or proceeding, provided that (1) you shall have the right to employ your own counsel in such action, suit or proceeding at your expense and (2) if (i) your employment of counsel has been previously authorized in writing by the Company, (ii) counsel to the Company or you shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Company and you in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of your counsel shall be at the Company’s expense, except as otherwise expressly provided by this Agreement. The Company shall not be entitled, without your consent, to assume the defense of any claim brought by or in the right of the Company or as to which counsel for the Company or you shall have reasonably made the conclusion provided for in clause (ii) above. Your rights under this Section 7.06(a). The indemnification rights hereunder are not exclusive paragraph shall apply both during your employment and at all times thereafter, and shall be in addition to to, not in lieu of, any other rights such Indemnified Party to indemnification or advancement you may have under any Law or Contract or any the Company’s organizational documents of any Personor insurance policies, or under the DGCL applicable law or otherwise. The certificate of incorporation of In addition, during your employment and for six years thereafter, you shall be entitled to directors’ and officers’ insurance coverage that is no less favorable to you in any respect than the Surviving Corporation and its by-laws shall contain, and the Surviving Corporation shall, and Republic shall cause it to, fulfill and honor, provisions coverage then enjoyed by any other individual with respect to indemnification, advancement of expenses and exculpation that are at least his or her service as favorable to a director or officer during the Indemnified Parties as those set forth in the Allied Charter and Allied By-laws as of the date of this Agreement, 43 which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any of the Indemnified PartiesRetention Period. The parties agree that the provisions relating to exculpation of directors and the rights to indemnification and advancement of expenses incurred in defense of any action or suit in the Allied Charter or Allied By-Laws and the comparable organizational documents of the Allied Subsidiaries with respect to matters occurring through the Effective Time shall survive the Merger and shall continue in full force and effect for a period of six (6) years from the Effective Time; provided that all rights to indemnification and advancements in respect of any Proceeding pending or asserted or claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim.Xx. Xxxxx Xxxxxxxx
Appears in 1 contract
Samples: Gleacher & Company, Inc.
Indemnification; D&O Insurance. (a) From and after the Effective Time, the Surviving Corporation and Republic, jointly and severally, shall indemnify, defend and hold harmless each present and former director and officer of Allied or any of the Allied Subsidiaries and each person who served at the request of Allied or any Allied Subsidiary as a director or officer of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or other enterprise (the “Indemnified Parties”), against any costs or expenses (including reasonable fees and expenses of counsel), judgments, fines, penalties, losses, claims, damages or liabilities and amounts paid in settlement (collectively, “Losses”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) relating to the Indemnified Party’s service with or at the request of Allied, whether asserted or claimed prior to, at or after the Effective Time to To the fullest extent permitted by applicable Law; provided that law, the Company shall indemnify and hold harmless ZelnickMedia and its affiliates, and each of their respective members, managers, directors, officers, employees, counsel, agents, representatives, contractors and affiliates (each such indemnification shall individual or entity to be subject referred to hereinafter as an “Indemnified Person”), from and against any limitation imposed loss, claim, damage or liability, joint or several, and any action in respect thereof, whether or not involving a third party, to which an Indemnified Person may be subject, insofar as such loss, claim, damage, liability or action relates to, arises out of or results from time to time under applicable Laws. Expenses any Covered Event (including as such term is defined below) or alleged Covered Event, and will reimburse such Indemnified Person upon request for all expenses (including, without limitation, reasonable attorneys’ feesfees and disbursements) incurred by such Indemnified Person in connection with investigating, defending or preparing to defend against any Indemnified Party in defending any civilsuch loss, criminalclaim, administrative damage, liability or investigative action, suit as such expenses are incurred or proceeding paid. The term “Covered Event” shall mean (a) any action taken, or services performed, by an Indemnified Person, related to or consistent with the terms of this Agreement or the Original Agreement, or (b) any action taken, or omitted to be paid taken, by Republic and the Surviving Corporation Company or any of its managers, directors, officers, employees, agents or affiliates, in advance of connection with any matter in which an Indemnified Person has been involved pursuant to this Agreement or the Original Agreement; provided, that the term “Covered Event,” with respect to an Indemnified Person, shall exclude any loss, claim, damage, liability or expense to the extent determined by the final disposition judgment of such actiona court of competent jurisdiction to have been caused from the gross negligence, suit fraud, bad faith or proceeding, subject to receipt of an undertaking by or on behalf willful misfeasance of such Indemnified Party to repay such amounts if it shall ultimately be determined that such Indemnified Party is not entitled under applicable Law to be indemnified under this Section 7.06(a)Person or any affiliate thereof. The indemnification rights hereunder are not exclusive Company shall cover the designees of ZelnickMedia under directors and shall be in addition to any other rights such Indemnified Party may have under any Law or Contract or any organizational documents of any Personofficers’ liability insurance both during and, under while potential liability exists, after the DGCL or otherwise. The certificate of incorporation term of the Surviving Corporation and its by-laws shall contain, and the Surviving Corporation shall, and Republic shall cause it to, fulfill and honor, provisions with respect to indemnification, advancement of expenses and exculpation that are at least as favorable to the Indemnified Parties as those set forth Agreement in the Allied Charter and Allied By-laws as of the date of this Agreement, 43 which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any of the Indemnified Parties. The parties agree that the provisions relating to exculpation of directors and the rights to indemnification and advancement of expenses incurred in defense of any action or suit in the Allied Charter or Allied By-Laws and the comparable organizational documents of the Allied Subsidiaries with respect to matters occurring through the Effective Time shall survive the Merger and shall continue in full force and effect for a period of six (6) years from the Effective Time; provided that all rights to indemnification and advancements in respect of any Proceeding pending or asserted or claim made within such period shall continue until the disposition of such Proceeding or resolution of such claimamounts reasonably requested by ZelnickMedia.
Appears in 1 contract
Samples: Restricted Stock Agreement (Take Two Interactive Software Inc)
Indemnification; D&O Insurance. (a) From and after 12.1 If the Effective TimeExecutive is made a party, the Surviving Corporation and Republicis threatened to be made a party, jointly and severallyor reasonably anticipates being made a party, shall indemnifyto any actual, defend and hold harmless each present and former director and officer of Allied threatened or any of the Allied Subsidiaries and each person who served at the request of Allied or any Allied Subsidiary as a director or officer of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or other enterprise (the “Indemnified Parties”), against any costs or expenses (including reasonable fees and expenses of counsel), judgments, fines, penalties, losses, claims, damages or liabilities and amounts paid in settlement (collectively, “Losses”) incurred in connection with any claim, reasonably anticipated action, suit, proceeding suit or investigationproceeding, whether civil, criminal, administrative or administrative, investigative, arising out appellate, formal or informal (a “Proceeding”) by reason of the fact that he is or pertaining to matters existing was a director, officer, member, employee, agent, manager, trustee, consultant or occurring at representative of the Company or prior to the Effective Time (including the transactions contemplated by this Agreement) relating to the Indemnified Party’s service with any of its Affiliates or is or was serving at the request of Alliedthe Company or any of its Affiliates, whether asserted or claimed prior toin connection with his service hereunder, at as a director, officer, member, employee, agent, manager, trustee, consultant or after representative of another person or entity, or if any claim, demand, request, investigation, dispute, controversy, threat, discovery request, or request for testimony or information (a “Claim”) is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to the Effective Time Executive’s service in any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless by the Company to the fullest extent permitted or authorized by the corporate governance documents of the Company, or if greater, by applicable Law; provided that law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his rights under this Section 12.1, and, notwithstanding anything herein to the contrary, such indemnification shall survive the termination of this Agreement and shall continue as to the Executive even if he has ceased to be subject a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement by the Company of any limitation imposed from time to time under applicable Laws. Expenses and all costs and expenses (including including, without limitation, attorneys’ feesand other professional fees and charges) incurred by him in connection with any Indemnified Party such Proceeding or Claim, or in defending connection with seeking to enforce his rights under this Section 12.1, any civilsuch advancement to be made within fifteen (15) days after the Executive gives written notice to the Company, criminalsupported by reasonable documentation, administrative or investigative action, suit or proceeding requesting such advancement. Such notice shall be paid by Republic and the Surviving Corporation in advance of the final disposition of such action, suit or proceeding, subject to receipt of include an undertaking by or on behalf of such Indemnified Party the Executive to repay such amounts the amount advanced if it shall he is ultimately be determined that such Indemnified Party is not entitled under applicable Law to be indemnified under entitled to indemnification against such costs and expenses. Nothing in this Section 7.06(a). The indemnification rights hereunder are not exclusive and Agreement shall be in addition operate to limit or extinguish any other rights such Indemnified Party may have under any Law or Contract or any organizational documents of any Person, under the DGCL or otherwise. The certificate of incorporation of the Surviving Corporation and its by-laws shall contain, and the Surviving Corporation shall, and Republic shall cause it to, fulfill and honor, provisions with respect right to indemnification, advancement of expenses and exculpation that are at least as favorable to the Indemnified Parties as those set forth in the Allied Charter and Allied By-laws as of the date of this Agreementexpenses, 43 which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any of the Indemnified Parties. The parties agree contribution that the provisions relating to exculpation of directors and the rights to indemnification and advancement of expenses incurred in defense of any action Executive would otherwise have (including, without limitation, by agreement or suit in the Allied Charter or Allied By-Laws and the comparable organizational documents of the Allied Subsidiaries with respect to matters occurring through the Effective Time shall survive the Merger and shall continue in full force and effect for a period of six (6) years from the Effective Time; provided that all rights to indemnification and advancements in respect of any Proceeding pending or asserted or claim made within such period shall continue until the disposition of such Proceeding or resolution of such claimunder applicable law).
Appears in 1 contract
Indemnification; D&O Insurance. (a) From and after the Effective Time, the Surviving Corporation and Republic, jointly and severally, shall indemnify, defend and hold harmless each present and former director and officer of Allied or any of the Allied Subsidiaries and each person who served at the request of Allied or any Allied Subsidiary as a director or officer of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or other enterprise (the “Indemnified Parties”), against any costs or expenses (including reasonable fees and expenses of counsel), judgments, fines, penalties, losses, claims, damages or liabilities and amounts paid in settlement (collectively, “Losses”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) relating to the Indemnified Party’s service with or at the request of Allied, whether asserted or claimed prior to, at or after the Effective Time to To the fullest extent permitted by applicable Law; provided that law, the Company shall indemnify and hold harmless ZelnickMedia and its affiliates, and each of their respective members, managers, directors, officers, employees, counsel, agents, representatives, contractors and affiliates (each such indemnification shall individual or entity to be subject referred to hereinafter as an “Indemnified Person”), from and against any limitation imposed loss, claim, damage or liability, joint or several, and any action in respect thereof, whether or not involving a third party, to which an Indemnified Person may be subject, insofar as such loss, claim, damage, liability or action relates to, arises out of or results from time to time under applicable Laws. Expenses any Covered Event (including as such term is defined below) or alleged Covered Event, and will reimburse such Indemnified Person upon request for all expenses (including, without limitation, reasonable attorneys’ feesfees and disbursements) incurred by such Indemnified Person in connection with investigating, defending or preparing to defend against any Indemnified Party in defending any civilsuch loss, criminalclaim, administrative damage, liability or investigative action, suit as such expenses are incurred or proceeding shall be paid by Republic and the Surviving Corporation in advance of the final disposition of such action, suit or proceeding, subject to receipt of an undertaking by or on behalf of such Indemnified Party to repay such amounts if it shall ultimately be determined that such Indemnified Party is not entitled under applicable Law to be indemnified under this Section 7.06(a)paid. The indemnification rights hereunder are not exclusive and term “Covered Event” shall be in addition to mean (a) any other rights such action taken, or services performed, by an Indemnified Party may have under any Law or Contract or any organizational documents of any Person, under related to or consistent with the DGCL or otherwise. The certificate of incorporation of the Surviving Corporation and its by-laws shall contain, and the Surviving Corporation shall, and Republic shall cause it to, fulfill and honor, provisions with respect to indemnification, advancement of expenses and exculpation that are at least as favorable to the Indemnified Parties as those set forth in the Allied Charter and Allied By-laws as of the date terms of this Agreement, 43 which provisions the 2017 Agreement, the 2014 Agreement, the 2011 Agreement or the Original Agreement (the terms “2014 Agreement,” “2011 Agreement” and “Original Agreement” shall not have the meanings ascribed in the 2017 Agreement), or (b) any action taken, or omitted to be amendedtaken, repealed by the Company or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any of its managers, directors, officers, employees, agents or affiliates, in connection with any matter in which an Indemnified Person has been involved pursuant to this Agreement, the Indemnified Parties. The parties agree 2017 Agreement, the 2014 Agreement, the 2011 Agreement or the Original Agreement; provided, that the provisions relating to exculpation of directors and the rights to indemnification and advancement of expenses incurred in defense of any action or suit in the Allied Charter or Allied By-Laws and the comparable organizational documents of the Allied Subsidiaries term “Covered Event,” with respect to matters occurring through an Indemnified Person, shall exclude any loss, claim, damage, liability or expense to the Effective Time shall survive extent determined by the Merger and shall continue in full force and effect for final judgment of a period court of six (6) years competent jurisdiction to have been caused from the Effective Time; provided that all rights to indemnification and advancements in respect of any Proceeding pending gross negligence, fraud, bad faith or asserted or claim made within such period shall continue until the disposition willful misfeasance of such Proceeding Indemnified Person or resolution any affiliate thereof. The Company shall cover the designees of such claimZelnickMedia under directors’ and officers’ liability insurance both during and, while potential liability exists, after the term of this Agreement in amounts reasonably requested by ZelnickMedia.
Appears in 1 contract
Samples: Restricted Unit Agreement (Take Two Interactive Software Inc)
Indemnification; D&O Insurance. (a) From and after the Effective Time, the Surviving Corporation and Republic, jointly and severally, shall indemnify, defend and hold harmless each present and former director and officer of Allied or any of the Allied Subsidiaries and each person who served at the request of Allied or any Allied Subsidiary as a director or officer of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or other enterprise (the “Indemnified Parties”), against any costs or expenses (including reasonable fees and expenses of counsel), judgments, fines, penalties, losses, claims, damages or liabilities and amounts paid in settlement (collectively, “Losses”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) relating to the Indemnified Party’s service with or at the request of Allied, whether asserted or claimed prior to, at or after the Effective Time to the fullest extent permitted by applicable Law; provided that such indemnification shall be subject to any limitation imposed from time to time under applicable Laws. Expenses (including attorneys’ fees) incurred by any Indemnified Party in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by Republic and the Surviving Corporation in advance of the final disposition of such action, suit or proceeding, subject to receipt of an undertaking by or on behalf of such Indemnified Party to repay such amounts if it shall ultimately be determined that such Indemnified Party is not entitled under applicable Law to be indemnified under this Section 7.06(a). The indemnification rights hereunder are not exclusive and shall be in addition to any other rights such Indemnified Party may have under any Law or Contract or any organizational documents of any Person, under the DGCL or otherwise. The certificate of incorporation and the by-laws of the Surviving Corporation and its by-laws shall contain, and the Surviving Corporation shall, and Republic shall cause it to, fulfill and honor, contain provisions with respect to indemnification, advancement of expenses indemnification and exculpation that are at least as from liability no less favorable to than the Indemnified Parties as those provisions set forth in the Allied Charter Company's articles of incorporation and Allied Byby-laws as of on the date of this Agreement, 43 which provisions provisions, so long as the Surviving Corporation maintains its corporate existence and is a direct or indirect Subsidiary of Parent, shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that in the aggregate would adversely have a material adverse affect on the rights thereunder of individuals who on or prior to the Effective Time were directors, officers or employees of the Company or its Subsidiaries and were entitled to indemnification under the Company's articles of incorporation and bylaws, unless such modification is required by law. From and after the Effective Time, Parent and the Surviving Corporation (so long as it maintains its corporate existence and is a direct or indirect Subsidiary of Parent), except as provided in the case of clauses (A), (B) and (C) of this Section 5.15(a), shall, to the fullest extent permitted under applicable law, or under the Surviving Corporation's Certificate of Incorporation or By-laws, indemnify and hold harmless, each of the directors and officers of the Company as of the date of this Agreement (the "Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and, subject to the proviso of the next succeeding sentence, amounts paid in settlement in connection with any threatened, pending or completed civil claim, action, suit, proceeding or investigation arising out of any acts or omissions occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer or employee of the Company or any of its Subsidiaries or served as a fiduciary under or with respect to any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries ("Indemnified Liabilities") and all Indemnified Liabilities to the extent they are based on or arise out of the transactions contemplated by this Agreement, in each case until the expiration of the applicable statute of limitations. If the Offer shall have been closed, then in the event of any such threatened, pending or completed claim, action, suit, proceeding, or investigation (whether or not arising before the Changeover Time or the Effective Time), (1) the Parent shall, subject to the limitations set forth herein and applicable law, pay the reasonable fees and expenses of counsel, selected by the Indemnified Parties. The parties agree , which counsel shall be reasonably satisfactory to the Parent promptly after statements therefor are received and otherwise advance to such Indemnified Party, upon request reimbursement of documented expenses reasonably incurred, such payments shall be made in advance of the final disposition of any such claim, action, suit, proceeding or investigation to each Indemnified Party to the full extent permitted by applicable law, provided that the provisions relating person to exculpation of directors and the rights whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such person is not entitled to indemnification and advancement including, without limitation, (A) as a matter of expenses incurred in defense law or public policy, (B) as a result of any action or suit in the Allied Charter or Allied By-Laws and the comparable organizational documents of the Allied Subsidiaries a determination that such Indemnified Party breached his fiduciary duties with respect to matters occurring through his duty of loyalty , that such person acted or failed to act other than in good faith or that such person's actions or failure to act involved intentional misconduct or a knowing violation of law or was in connection with a transaction from which the Effective Time Indemnified Party derived an improper personal benefit or was in violation of D.G.C.L. ss.174, or (C) to the extent such fees and expenses are attributable to an aspect of such claim, action, suit, proceeding or investigation in which a person was not the prevailing party, (2) the Parent and the Company will cooperate in the defense of such matter, and (3) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under applicable law and the articles of incorporation or bylaws shall survive be made by independent counsel mutually acceptable to the Merger Parent and the Indemnified Party; provided, however, that the Parent shall continue not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed); and provided, further, that, in full force and effect the event that any claim or claims for a period indemnification are asserted or made within such applicable statute of six (6) years from the Effective Time; provided that limitations, all rights to indemnification and advancements in respect of any Proceeding pending such claim or asserted or claim made within such period claims shall continue until the disposition of any and all such Proceeding claims. The Indemnified Parties, as a group, may retain only one law firm to represent them, subject to any requirements to associate local counsel, in each applicable jurisdiction unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or resolution more Indemnified Parties, in which case each Indemnified Person with respect to whom such a conflict exists (or group of such claimIndemnified Persons who, among them, have no such conflict) may retain one separate law firm, subject to any requirement to associate local counsel in each applicable jurisdiction.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mdi Entertainment Inc)
Indemnification; D&O Insurance. (a) From and after the Effective Time, the Surviving Corporation and Republic, jointly and severally, shall indemnify, defend and hold harmless each present and former director and officer of Allied or any of the Allied Subsidiaries and each person who served at the request of Allied or any Allied Subsidiary as a director or officer of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or other enterprise (the “Indemnified Parties”), against any costs or expenses (including reasonable fees and expenses of counsel), judgments, fines, penalties, losses, claims, damages or liabilities and amounts paid in settlement (collectively, “Losses”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) relating to the Indemnified Party’s service with or at the request of Allied, whether asserted or claimed prior to, at or after the Effective Time to the fullest extent permitted by applicable Law; provided that such indemnification shall be subject to any limitation imposed from time to time under applicable Laws. Expenses (including attorneys’ fees) incurred by any Indemnified Party in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by Republic and the Surviving Corporation in advance of the final disposition of such action, suit or proceeding, subject to receipt of an undertaking by or on behalf of such Indemnified Party to repay such amounts if it shall ultimately be determined that such Indemnified Party is not entitled under applicable Law to be indemnified under this Section 7.06(a). The indemnification rights hereunder are not exclusive and shall be in addition to any other rights such Indemnified Party may have under any Law or Contract or any organizational documents of any Person, under the DGCL or otherwise. The certificate of incorporation and the by-laws of the Surviving Corporation and its by-laws shall contain, and the Surviving Corporation shall, and Republic shall cause it to, fulfill and honor, contain provisions with respect to indemnification, advancement of expenses indemnification and exculpation that are at least as from liability no less favorable to than the Indemnified Parties as those provisions set forth in the Allied Charter Company's articles of incorporation and Allied Byby-laws as of on the date of this Agreement, 43 which provisions provisions, so long as the Surviving Corporation maintains its corporate existence and is a direct or indirect Subsidiary of Parent, shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that in the aggregate would adversely have a material adverse affect on the rights thereunder of individuals who on or prior to the Effective Time were directors, officers or employees of the Company or its Subsidiaries and were entitled to indemnification under the Company's articles of incorporation and bylaws, unless such modification is required by law. From and after the Effective Time, Parent and the Surviving Corporation (so long as it maintains its corporate existence and is a direct or indirect Subsidiary of Parent), except as provided in the case of clauses (A), (B) and (C) of this Section 5.15(a), shall, to the fullest extent permitted under applicable law, or under the Surviving Corporation's Certificate of Incorporation or By-laws, indemnify and hold harmless, each of the directors and officers of the Company as of the date of this Agreement (the "Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and, subject to the proviso of the next succeeding sentence, amounts paid in settlement in connection with any threatened, pending or completed civil claim, action, suit, proceeding or investigation arising out of any acts or omissions occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer or employee of the Company or any of its Subsidiaries or served as a fiduciary under or with respect to any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries ("Indemnified Liabilities") and all Indemnified Liabilities to the extent they are based on or arise out of the transactions contemplated by this Agreement, in each case until the expiration of the applicable statute of limitations. If the Offer shall have been closed, then in the event of any such threatened, pending or completed claim, action, suit, proceeding, or investigation (whether or not arising before the Changeover Time or the Effective Time), (1) the Parent shall, subject to the limitations set forth herein and applicable law, pay the reasonable fees and expenses of counsel, selected by the Indemnified Parties. The parties agree , which counsel shall be reasonably satisfactory to the Parent promptly after statements therefor are received and otherwise advance to such Indemnified Party, upon request reimbursement of documented expenses reasonably incurred, such payments shall be made in advance of the final disposition of any such claim, action, suit, proceeding or investigation to each Indemnified Party to the full extent permitted by applicable law, provided that the provisions relating person to exculpation of directors and the rights whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such person is not entitled to indemnification and advancement including, without limitation, (A) as a matter of expenses incurred in defense law or public policy, (B) as a result of any action or suit in the Allied Charter or Allied By-Laws and the comparable organizational documents of the Allied Subsidiaries a determination that such Indemnified Party breached his fiduciary duties with respect to matters occurring through his duty of loyalty, that such person acted or failed to act other than in good faith or that such person's actions or failure to act involved intentional misconduct or a knowing violation of law or was in connection with a transaction from which the Effective Time Indemnified Party derived an improper personal benefit or was in violation of D.G.C.L. §174, or (C) to the extent such fees and expenses are attributable to an aspect of such claim, action, suit, proceeding or investigation in which a person was not the prevailing party, (2) the Parent and the Company will cooperate in the defense of such matter, and (3) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under applicable law and the articles of incorporation or bylaws shall survive be made by independent counsel mutually acceptable to the Merger Parent and the Indemnified Party; provided, however, that the Parent shall continue not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed); and provided, further, that, in full force and effect the event that any claim or claims for a period indemnification are asserted or made within such applicable statute of six (6) years from the Effective Time; provided that limitations, all rights to indemnification and advancements in respect of any Proceeding pending such claim or asserted or claim made within such period claims shall continue until the disposition of any and all such Proceeding claims. The Indemnified Parties, as a group, may retain only one law firm to represent them, subject to any requirements to associate local counsel, in each applicable jurisdiction unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or resolution more Indemnified Parties, in which case each Indemnified Person with respect to whom such a conflict exists (or group of such claimIndemnified Persons who, among them, have no such conflict) may retain one separate law firm, subject to any requirement to associate local counsel in each applicable jurisdiction.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Scientific Games Corp)
Indemnification; D&O Insurance. (a) From and after 12.1 If the Effective TimeExecutive is made a party, the Surviving Corporation and Republicis threatened to be made a party, jointly and severallyor reasonably anticipates being made a party, shall indemnifyto any actual, defend and hold harmless each present and former director and officer of Allied threatened or any of the Allied Subsidiaries and each person who served at the request of Allied or any Allied Subsidiary as a director or officer of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or other enterprise (the “Indemnified Parties”), against any costs or expenses (including reasonable fees and expenses of counsel), judgments, fines, penalties, losses, claims, damages or liabilities and amounts paid in settlement (collectively, “Losses”) incurred in connection with any claim, reasonably anticipated action, suit, proceeding suit or investigationproceeding, whether civil, criminal, administrative or administrative, investigative, arising out appellate, formal or informal (a “Proceeding”) by reason of the fact that he is or pertaining to matters existing was a director, officer, member, employee, agent, manager, trustee, consultant or occurring at representative of the Company or prior to the Effective Time (including the transactions contemplated by this Agreement) relating to the Indemnified Party’s service with any of its Affiliates or is or was serving at the request of Alliedthe Company or any of its Affiliates, whether asserted or claimed prior toin connection with his service hereunder, at as a director, officer, member, employee, agent, manager, trustee, consultant or after representative of another person or entity, or if any claim, demand, request, investigation, dispute, controversy, threat, discovery request, or request for testimony or information (a “Claim”) is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to the Effective Time Executive’s service in any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless by the Company to the fullest extent permitted or authorized by the corporate governance documents of the Company, or if greater, by applicable Law; provided that law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys’ and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his rights under this Section 12.1, and, notwithstanding anything herein to the contrary, such indemnification shall survive the termination of this Agreement and shall continue as to the Executive even if he has ceased to be subject a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement by the Company of any limitation imposed from time to time under applicable Laws. Expenses and all costs and expenses (including including, without limitation, attorneys’ feesand other professional fees and charges) incurred by him in connection with any Indemnified Party such Proceeding or Claim, or in defending connection with seeking to enforce his rights under this Section 12.1, any civilsuch advancement to be made within fifteen (15) days after the Executive gives written notice to the Company, criminalsupported by reasonable documentation, administrative or investigative action, suit or proceeding requesting such advancement. Such notice shall be paid by Republic and the Surviving Corporation in advance of the final disposition of such action, suit or proceeding, subject to receipt of include an undertaking by or on behalf of such Indemnified Party the Executive to repay such amounts the amount advanced if it shall he is ultimately be determined that such Indemnified Party is not entitled under applicable Law to be indemnified under entitled to indemnification against such costs and expenses. Nothing in this Section 7.06(a). The indemnification rights hereunder are not exclusive and Agreement shall be in addition operate to limit or extinguish any other rights such Indemnified Party may have under any Law or Contract or any organizational documents of any Person, under the DGCL or otherwise. The certificate of incorporation of the Surviving Corporation and its by-laws shall contain, and the Surviving Corporation shall, and Republic shall cause it to, fulfill and honor, provisions with respect right to indemnification, advancement of expenses and exculpation that are at least as favorable to the Indemnified Parties as those set forth in the Allied Charter and Allied By-laws as of the date of this Agreementexpenses, 43 which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any of the Indemnified Parties. The parties agree contribution that the provisions relating to exculpation of directors and the rights to indemnification and advancement of expenses incurred in defense of any action Executive would otherwise have (including, without limitation, by agreement or suit in the Allied Charter or Allied By-Laws and the comparable organizational documents of the Allied Subsidiaries with respect to matters occurring through the Effective Time shall survive the Merger and shall continue in full force and effect for a period of six (6) years from the Effective Time; provided that all rights to indemnification and advancements in respect of any Proceeding pending or asserted or claim made within such period shall continue until the disposition of such Proceeding or resolution of such claimunder applicable law).
Appears in 1 contract
