Indemnification; Insurance; Release Sample Clauses

Indemnification; Insurance; Release. (a) Subject to the last sentence of this Section 5.02(a), from and after the Effective Time, the Surviving Corporation shall indemnify, defend and hold harmless to the fullest extent permitted under applicable Laws and its Certificate of Incorporation each Person who is now, or has been at any time prior to the date hereof, an officer or director of the Company or any of its present or former subsidiaries (individually, a “Company Indemnified Party” and collectively, the “Company Indemnified Parties”), against all losses, claims, damages, liabilities, costs or expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement (collectively, “Losses”) incurred by a Company Indemnified Party in connection with any claim, action, suit, proceeding or investigation (an “Action”) in any way arising out of, pertaining to or incurred in connection with acts or omissions, or alleged acts or omissions, by any of them in their capacities as such, whether commenced, asserted or claimed before or after the Effective Time. In the event of any such Action, Parent or the Surviving Corporation shall pay on an as-incurred basis the reasonable fees and expenses of counsel to the Company Indemnified Party in advance of the final disposition of any such Action to the full extent permitted by applicable Law and its Certificate of Incorporation, upon receipt of any undertaking required by applicable Law or its Certificate of Incorporation. Notwithstanding the foregoing, the provisions of this Section 5.02(a) shall not be applicable to, and Parent and the Surviving Corporation shall have no obligation to indemnify any of the Company Indemnified Parties against, any Losses incurred by any of them in connection with any Action by any stockholder or holder of Company Stock Options or Performance Units in any way arising out of or relating to the conversion of all Class A Shares and Class B Shares into Class C Shares, the TMG Distribution, the Merger, this Agreement, the TMG Transfer Agreement, the TMG Interest Purchase Agreement, any Ancillary Document (or any document ancillary to any of the foregoing) or any of the transactions contemplated hereby or thereby (other than any Action by any stockholder or holder of Company Stock Options or Performance Units to enforce any of such Person’s rights against Parent, Merger Sub or the Surviving Corporation under, or by reason of Parent’s, Merger Sub’s or the Surviving Corporation’s breach of, this Agreement or...
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Indemnification; Insurance; Release. (a) From and after the Purchase Date, the Parent will cause the Company (or any successor to the Company whether by means of merger, sale of assets or other similar business combination) to indemnify and hold harmless each present and former director and officer of the Company and its Subsidiaries (the "Indemnified Parties"), against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, by reason of the fact that such individual is or was a director, officer, employee or agent of the Company or any of its Subsidiaries, or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether asserted or claimed prior to, at or after the Purchase Date, to the fullest extent permitted under applicable law, and the Parent shall also advance fees and expenses (including attorneys fees) as incurred to the fullest extent permitted under applicable law.
Sample 1
Indemnification; Insurance; Release. For a period of six (6) years after the Closing, the Companies will maintain customary directors and officers indemnification provisions in its organizational documents consistent with the current provisions and shall not discriminate between past or present directors and officers in its application of such provisions.
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Indemnification; Insurance; Release 
Sample 1

Related to Indemnification; Insurance; Release

  • Indemnification Insurance (a) The Local Church shall defend, indemnify, and hold the Annual Conference (including its officers, directors, trustees, agents, employees, members and the like) harmless against any and all investigations, actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to employment matters, personal injuries, the Real Property, the Personal Property, contracts, agreements, loans, Subsidiary operations or claims related thereto, or relating to the transactions contemplated in this Disaffiliation Agreement, including the disaffiliation of the Local Church. Annual Conference reserves the right to select counsel to defend and/or bring any such claims. Notwithstanding the Annual Conference’s right to the choice of counsel, Local Church shall solely be responsible for any and all attorneys’ fees, costs, and expenses relating to any and all such actions. The Annual Conference shall promptly notify the Local Church of any claims hereunder, and the Annual Conference shall have the sole right to control and direct all litigation and settle any and all claims hereunder.

  • Indemnification and Liability Insurance The Subdivider hereby agrees to hold the City of Avon, its officers, directors, agents and employees harmless and to indemnify them against all claims, expenses and liability as a result of loss or injury arising out of the clearing of land or construction of the Subdivision and public improvements. Prior to the commencement of any construction on the Subdivision site, Subdivider agrees to provide the City with proof of One Million ($1,000,000.00) Dollars liability insurance protecting the City from liability arising out of the development of the Subdivision and public improvements. Subdivider shall not allow this insurance to expire earlier than the effective period of any maintenance bond, and shall provide a copy of the insurance policy to remain, at all times, with the Director of Finance of the City.

  • Insurance and Indemnification Costs of insurance in connection with the general conduct of activities are allowable, provided that the extent and cost of coverage are in accordance with the Grantee’s policy and sound business practice.

  • D&O Insurance and Indemnification Through at least the sixth anniversary of the Date of Termination, the Company shall maintain coverage for you as a named insured on all directors’ and officers’ insurance maintained by the Company for the benefit of its directors and officers on at least the same basis as all other covered individuals and provide you with at least the same corporate indemnification as it provides to other senior executives.

  • Insurance Indemnification A. The School agrees to provide the following proof of insurance:

  • Directors and Officers Exculpation Indemnification and Insurance (a) From and after the Effective Time, the Surviving Corporation and Parent shall, to the fullest extent permitted by the Organizational Documents, as now or hereafter in effect: (i) indemnify and hold harmless each person who is at the date hereof, was previously, or during the period from the date hereof through the Effective Time will be, serving as a director, officer or employee of the Company or any of its Subsidiaries and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of or for the benefit of any Company Group Member (collectively, the “Covered Persons”) in connection with any D&O Claim and any losses, claims, damages, liabilities, Claim Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) relating to or resulting from such D&O Claim; and (ii) promptly advance to such Covered Person any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any D&O Claim in advance of the final disposition of such D&O Claim, including payment on behalf of or advancement to the Covered Person of any Claim Expenses incurred by such Covered Person in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security. In the event of any such D&O Claim, Parent and the Surviving Corporation shall cooperate with the Covered Person in the defense of any such D&O Claim. All rights to indemnification and advancement conferred hereunder shall continue as to a Person who has ceased to be a director, officer or employee of the Company or any of its Subsidiaries after the date hereof and shall inure to the benefit of such Person’s heirs, successors, executors and personal and legal representatives.

  • Indemnification; D&O Insurance Executive shall be indemnified to the same extent as other senior executives, officers and directors with respect to Executive’s service as an employee and director of the Company or any of the Company’s affiliates. During the Employment Term, the Company shall keep in place a directors and officers’ liability insurance policy (or policies) providing comprehensive coverage to Executive to the extent that the Company provides such coverage for any other senior executive, officer or director of the Company and following the Employment Term, Executive shall be entitled to such coverage to the extent that the Company provides such coverage for any other current and former senior executive, officer or director of the Company.

  • Indemnification; Liability Insurance The Company and Executive shall enter into the Company’s standard form of indemnification agreement governing his conduct as an officer and director of the Company.

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

  • Indemnity Insurance a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder.

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