Indemnification of Director. The Company hereby agrees that it shall hold harmless and indemnify Director to the fullest extent authorized and permitted by the provisions of the Articles and the Company's Bylaws (the "BYLAWS") and the provisions of the Corporation Act, or by any amendment thereof, but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than the Articles, Bylaws or Corporation Act permitted the Company to provide prior to such amendment, or other statutory provisions authorizing or permitting such indemnification which is adopted after the date hereof.
Indemnification of Director. State Auto shall indemnify the Director to the maximum extent permitted by the OCL in effect on the date of this Agreement, and as the OCL may be hereafter amended from time to time (but, in the case of any such amendment, only to the extent the amendment permits State Auto to provide broader indemnification rights and protection than the OCL permitted State Auto to provide before the amendment), by reason of the Director serving as a Corporate Fiduciary (as defined in Section 19).
Indemnification of Director. Subject only to the exclusions set forth in this Agreement, the Company hereby agrees to hold harmless and indemnify Director to the full extent authorized or permitted by Section 145 of the DGCL, including any amendment thereof, or any other statutory provisions authorizing or permitting such indemnification which are adopted after the date hereof. Notwithstanding the foregoing, the Company shall not be required to indemnify Director for any losses to the extent that such losses are covered by directors and officers liability insurance as described in Section 1 above. Without limiting the generality of the foregoing:
Indemnification of Director. (1) Provided the determination required under Section 5 has been made, the Company shall indemnify any Director made a Party to any Proceeding by reason of service in that Director's Official Capacity unless it is established that:
Indemnification of Director. Subject to Section 2 below, the Corporation shall hold harmless, protect, defend and indemnify Director against any and all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of the Corporation) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, or was or at any time becomes a director, officer, employee or agent of the Corporation, or is or was serving or at any time serves at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture trust or other enterprise. The foregoing indemnification is expressly intended to, and shall, apply to any and all liability or expenses arising on or after the date Director became a director of the Corporation, even if prior to the date hereof.
Indemnification of Director. The Company hereby agrees that it shall hold harmless and indemnify Director to the fullest extent authorized and permitted by the provisions of the Articles and Bylaws and the provisions of the Corporation Act, or by any amendment thereof, but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than the Articles, Bylaws or Corporation Act permitted the Company to provide prior to such
Indemnification of Director. The Corporation shall indemnify the Director to the maximum extent permitted by Arizona law. Without limiting the foregoing and subject to Section 4 below, if the Director meets the standard of conduct described in A.R.S. § 10-851.A.1, the Corporation shall indemnify the Director against any Liability incurred with respect to any Proceeding or claim arising from the status of the Director as an individual who is or was a director of the Corporation or who is or was serving at the Corporation’s request with respect to any subsidiary, affiliate, or employee benefit plan of the Corporation. The foregoing indemnification is expressly intended to, and shall, apply to any and all such Liability and Expenses arising on or after the date Director became a director of the Corporation, even if prior to the date hereof. Authorization of indemnification shall be made as provided in A.R.S. § 10- 855, provided that if the Director was the prevailing party such authorization is not required. The term of this Agreement shall be perpetual.
Indemnification of Director. CPPIB covenants and agrees to indemnify and save harmless the Director from all costs, actions, demands, charges and expenses of any nature whatsoever whether directly or indirectly resulting from or attributable to the Director holding the Compensation in trust for CPPIB, unless caused by the gross negligence, bad faith or wilful or wanton misconduct of the Director.
Indemnification of Director. The Corporation shall indemnify the Director to the maximum extent permitted by Arizona law. Without limiting the foregoing and subject to Section 4 below, the Corporation shall indemnify the Director against any Liability incurred with respect to any Proceeding or claim arising from the status of the Director as an individual who is or was a director of the Corporation or who is or was serving at the Corporation’s request with respect to any subsidiary, affiliate, or employee benefit plan of the Corporation. The foregoing indemnification is expressly intended to, and shall, apply to any and all such Liability and Expenses arising on or after the date Director became a director of the Corporation, even if prior to the date hereof. The term of this Agreement shall be perpetual.
Indemnification of Director. For a period of not less than six years from and after the Closing, Buyer agrees to cause High Desert (or Merger Sub, if it survives the Merger) to indemnify and hold harmless the Stockholder in her capacity as a director and officer of High Desert to the full extent directors and officers may be indemnified by High Desert pursuant to High Desert's Certificate of Incorporation and bylaws as in effect as of the date hereof for acts and omissions occurring at or prior to the Closing and shall reimburse Stockholder for reasonable litigation expenses incurred by the Stockholder in connection with defending any action arising out of such acts or omissions, to the extent provided in High Desert's Certificate of Incorporation and bylaws and the General Corporation law of the State of Delaware. The indemnification obligation set forth in this Section 7.3 shall not apply to controversies between Stockholder and Buyer arising out of or pertaining to this Agreement.
