Indemnification of Company Officers and Directors. For a period through and until expiration of the statutes of limitations pertaining to any Claim asserted against any person who is an officer or director of the Company prior to the Closing (the Indemnified Officers”), Parent shall indemnify and hold harmless (and shall also advance expenses, including reasonable attorneys’ and expert witness fees, as incurred to the fullest extent permitted under applicable law to) the Indemnified Officers, to the fullest extent that the Company would have been permitted to do so under its articles of incorporation and bylaws as in effect as of the date hereof, provided, however, that the payment of such expenses incurred by or on behalf of an Indemnified Officer in advance of the final disposition of such matter shall be made only upon receipt of (i) a written affirmation by the Indemnified Officer of such Indemnified Officer’s good faith belief that the standard of conduct described in Section 0-000-000 of the CBCA necessary for indemnification by Parent as authorized by this Section 8.13 has been met, and (ii) an undertaking by or on behalf of such Indemnified Officer to repay all amounts so advanced (the “Returned Payments”) in the event that it shall ultimately be determined that such Indemnified Officer is not entitled to be indemnified by Parent as authorized in this Section 8.13; and further provided that no such advancement of expenses shall be made under this Section 8.13 if it is determined by a majority of the Board of Directors of Parent that (i) the Indemnified Officer did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company, or (ii) with respect to any criminal action or proceeding, the Indemnified Officer had reasonable cause to believe his or her conduct was unlawful. Each Indemnified Officer is intended to be a third party beneficiary of this Section 8.13 and may specifically enforce its terms. This Section 8.13 shall not limit or otherwise adversely affect any rights any Indemnified Officer may have under the Company’s articles of incorporation or bylaws as in effect as of the date hereof. This Section 8.13 shall be inapplicable to any action commenced by Parent in connection with the transactions contemplated by this Agreement against the Company Control Shareholders in their capacities as such.
Indemnification of Company Officers and Directors. Each Underwriter severally agrees to indemnify and hold harmless the Company, the Company's directors, each of the Company's officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or in such Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto).
Indemnification of Company Officers and Directors. (a) Parent agrees, for a period of six years following the Effective Time, not to amend the indemnification provisions set forth in the Certificate of Incorporation or By-Laws of the Surviving Corporation in a manner that would adversely affect the rights of the Company's officers, directors and employees to indemnification thereunder and agrees to cause the Surviving Corporation to fulfill and honor such obligations to the maximum extent permitted by law; provided, however, that nothing in this Section 6.5 shall prevent Parent from effecting any merger, reorganization or consolidation of the Surviving Corporation, provided that, Parent agrees to satisfy any amounts that would have been payable by the Surviving Corporation (or any successor) and that were not otherwise paid pursuant to the indemnification provisions set forth in the Certificate of Incorporation or By-Laws of the Surviving Corporation for a period commencing at the Effective Time and continuing six years thereafter.
(b) Parent shall cause to be maintained, for a period of not less than six (6) years after the Effective Time, all of Company's and its Subsidiaries' current directors' and officers' insurance and indemnification policies to the extent that such policies provide coverage for events occurring prior to the Effective Time (collectively, the "D&O Insurance") for all current or former directors, officers or employees of the Company or its Subsidiaries; provided, however, that Parent may, in lieu of maintaining such existing D&O Insurance as provided above, and shall, if the existing D&O Insurance expires or is terminated or canceled during such six (6) year period, cause comparable coverage to be provided under any policy maintained for the benefit of the directors, officers and employees of Parent or any of its Subsidiaries; and provided, further, that (i) the issuer thereof shall have a claims-paying rating at least equal to the issuer of the existing D&O Insurance; and (ii) the terms thereof shall be no less advantageous to the directors, officers and employees of Company and its Subsidiaries than the existing D&O Insurance.
Indemnification of Company Officers and Directors. (a) All rights to indemnification and exculpation existing in favor of those persons who on or prior to the Effective Time were directors or officers of the Company for acts and omissions occurring prior to the Effective Time, as provided in the Company’s charter documents (as in effect as of the date of this Agreement) shall survive the Merger and shall be observed by the Surviving Corporation to the fullest extent available under Delaware law for a period of six (6) years from the Effective Time.
(b) Prior to the Closing Date, the Company shall purchase a tail insurance policy to the Company’s existing directors’ and officers’ liability insurance for a period of not less than six (6) years after the Effective Time.
Indemnification of Company Officers and Directors. From and after the Effective Time, Parent shall, or Parent shall cause the Surviving Company, not to oppose obtaining insurance coverage in the form of D & O insurance for each any person who is now, or has been at any time prior to the Effective Time, an officer or director of the Company for acts occurring prior to the closing provided same is reasonably obtainable.
Indemnification of Company Officers and Directors. Parent agrees, for a period of six years following the Effective Time, not to amend the indemnification provisions set forth in the Certificate of Incorporation or By-Laws of the Surviving Corporation in a manner that would adversely affect the rights of the Company's officers, directors and employees to indemnification thereunder and agrees to cause the Surviving Corporation to fulfill and honor such obligations to the maximum extent permitted by law; provided, however, that nothing in this Section 6.23 shall prevent Parent from effecting any merger, reorganization or consolidation of the Surviving Corporation, provided that, Parent agrees to satisfy any amounts that would have been payable by the Surviving Corporation (or any successor) and that were not otherwise paid pursuant to the indemnification provisions set forth in the Certificate of Incorporation or By-Laws of the Surviving Corporation for a period commencing at the Effective Time and continuing six years thereafter.
Indemnification of Company Officers and Directors. Parent and the Surviving Corporation shall cause to be maintained in effect for a period of six (6) years after the Effective Time, subject to any limitation imposed from time to time under applicable law, the current provisions regarding indemnification of current or former officers and directors of Company (each a "Company Indemnified Officer or Director") contained in the articles of incorporation, bylaws or the organizational documents of Company, provided that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification in respect of any claim or claims shall be continue until final disposition of any and all such claims for a period of two (2) years. This covenant is intended to be for the benefit of, and shall be enforceable by, each Company Indemnified Officer or Director and their respective heirs and legal representatives.
Indemnification of Company Officers and Directors. (a) After the Effective Time BellSouth agrees that the Company shall provide indemnification to the directors and officers of the Company for events occurring subsequent to the Company's becoming a reporting company under the Exchange Act and prior to the Effective Time, to the extent permitted under the Articles of Incorporation and Bylaws of the Company as in effect as of the date of this Agreement. Such indemnification shall continue for six years after the Effective Time, provided that any right to indemnification in respect of any claim asserted or made within such six year period shall continue until final disposition of such claim. The Company is not aware of any facts or circumstances that it has reason to suppose would give rise to a claim for indemnification within the scope of the Company's Articles of Incorporation and Bylaws. The Company shall not be obligated to pay more than $5,000,000 in the aggregate with respect to its obligations under this Section 8.03 (a).
Indemnification of Company Officers and Directors. The Surviving Corporation shall indemnify, defend and hold harmless the officers and directors of the Company as of the date hereof against all losses, claims, damages, expenses or liabilities arising out of actions or omissions or alleged actions or omissions occurring at or prior to the Effective Time (other than in connection with claims for indemnification pursuant to Section 10.2) to the same extent and on the same terms and conditions (including with respect to advancement of expenses) provided for in the Company’s articles of incorporation and bylaws in effect at the date hereof (to the extent consistent with the URBCA). Additionally, for a period of five (5) years after the Effective Time, the Surviving Corporation shall use commercially reasonable efforts to cause to be maintained, if available, directors’ and officers’ liability insurance covering those persons who are, as of the date of this Agreement, covered by directors’ and officers’ liability insurance policies of the Company in effect as of the date of this Agreement on terms comparable to those applicable to such officers and directors as of the date of this Agreement.
Indemnification of Company Officers and Directors. From and after the Closing Date and for a period of six (6) years, Parent shall, or shall cause the Company to, fulfill the obligations of the Company to indemnify each Person who is or was a director, officer or employee of the Company as of the date of this Agreement against any losses such Person may incur based upon matters existing or occurring prior to the Closing pursuant to any applicable indemnification agreement and any indemnification provisions set forth in the Certificate of Incorporation or Bylaws of the Company as in effect on the date hereof. The Certificate of Incorporation and Bylaws of the Surviving Corporation will contain provisions with respect to the exculpation and indemnification and expense advancement that are at least as favorable to the directors, officers and employees of the Company as in effect on the date hereof, which provisions will not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, immediately prior to the Effective Time, were directors, officers or employees of the Company, unless such modification is required by law. Nothing contained in this Section 6.16 shall be deemed to limit or prohibit any indemnification rights of a Parent Indemnified Party pursuant to Article VIII.
