Indemnification of Directors and Officers; Insurance. (a) From and after the Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries to fulfill and honor in all respects the obligations of the Company and the Company Subsidiaries pursuant to any indemnification provisions under the Organizational Documents of the Company or any Company Subsidiary as in effect on the date of this Agreement (the Persons entitled to be indemnified pursuant to such provisions, and all other current and former directors and officers (including Board members, as applicable) of the Company and the Company Subsidiaries, being referred to collectively as the “D&O Indemnified Parties”). Parent shall cause the Surviving Corporation to honor in accordance with their terms all indemnification agreements entered into by the Company or any Company Subsidiary with any current or former Board member, officer or agent that are in effect prior to the execution of this Agreement.
(b) Without limiting the provisions of Section 5.4(a), during the period ending on the sixth (6th) anniversary of the Effective Time, Parent shall cause the Surviving Corporation to indemnify and hold harmless each D&O Indemnified Party against and from any costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to (i) any action or omission or alleged action or omission in such D&O Indemnified Party’s capacity as a Board member, officer or employee of the Company or of any Company Subsidiary (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time) or (ii) any agreement or document contemplated hereby or delivered in connection herewith or any of the transactions contemplated by this Agreement; provided that if, at any time prior to one month following the sixth (6th) anniversary of the Effective Time, any D&O Indemnified Party delivers to Parent and to the Surviving Corporation a written notice asserting a claim for indemnification under this Section 5.4(b) arising on or prior to the sixth (6th) anniversary of the Effective Time, then the claim asserted in such notice shall survive the sixth (6th) anniversary of the Effective Time until such time as such claim is ...
Indemnification of Directors and Officers; Insurance. (a) Buyer agrees that all rights to indemnification, advancement of expenses and exculpation now existing in favor of each individual who, as of the Closing Date, is a current or former director or officer of the Acquired Companies (collectively, the “Covered Persons”) pursuant to the respective charter documents, bylaws, limited liability company operating agreements, individual indemnity agreements, board resolutions or otherwise, shall survive the Closing and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Closing Date. Following the Closing, neither Buyer nor the Acquired Companies shall amend, repeal or otherwise modify such arrangements in any manner that would adversely affect the rights of the Covered Persons thereunder.
(b) Buyer shall cause the Acquired Companies to honor, to the fullest extent permitted by applicable Law, all of the obligations of the Acquired Companies to indemnify (including any obligations to advance funds for expenses) the Covered Persons to the extent that such obligations of the Acquired Companies exist on the Closing Date, whether pursuant to charter documents, bylaws or limited liability company operating agreements of the Acquired Companies, individual indemnity agreements, board resolutions or otherwise, and such obligations shall survive the Closing and shall continue in full force and effect in accordance with the terms of such arrangements until the expiration of the applicable statute of limitations with respect to any claims; provided that such indemnification rights shall not apply to any Covered Person with respect to any Liability for which such Covered Person is obligated to indemnify Buyer under ARTICLE VII of this Agreement.
(c) In the event that Buyer, the Acquired Companies or any of their respective successors or assigns after the Closing Date (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (ii) transfers or conveys all or a substantial portion of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer, the Acquired Companies or of their respective successors or assigns assume the obligations of Buyer and/or the Acquired Companies or their respective successors or assigns as contemplated by this Section 5.16.
(d) Buyer and/or the Acquired C...
Indemnification of Directors and Officers; Insurance. (a) From and after the Effective Time, the Surviving Entity shall indemnify, defend and hold harmless the present and former officers and directors of the Company and any individual who is or was serving at the request of the Company as an officer or director of another entity that is subject to the registration obligations of Section 12(g) of the Exchange Act (each, an "Indemnified Party" and together, the "Indemnified Parties") (and shall also, subject to Section 7.10(b), advance expenses as incurred to the fullest extent permitted under the DGCL, provided that the individual to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such individual is not entitled to indemnification), against (i) all losses, costs, expenses, claims, damages, judgments or liabilities arising out of, or in connection with, any claim, action, suit, proceeding or investigation based in whole or in part on the fact that the Indemnified Party is or was an officer or director of the Company, or is or was serving at the request of the Company as an officer or director of another entity that is subject to the registration obligations of Section 12(g) of the Exchange Act, pertaining to any matter existing or occurring before or at the Effective Time and whether asserted or claimed before, at or after, the Effective Time (the "Indemnified Liabilities") and (ii)
Indemnification of Directors and Officers; Insurance. At the Closing, the Seller shall obtain a “tail” policy providing directors’ and officers’ liability insurance coverage, for the benefit of the Covered Persons, for a period of six (6) years following the Closing with respect to matters occurring at or prior to the Closing that is at least equal to the coverage provided under the Company’s directors’ and officers’ liability insurance policies in effect as of the date of this Agreement and which is reasonably satisfactory to the Buyer. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or its Subsidiary or any of their respective directors or officers. The cost of such “tail” insurance policy shall be borne by the Buyer. “Covered Persons” means each of the Company’s and its Subsidiary’s present and former managers, directors and officers who have served in such capacities since January 1, 2006 through the Closing Date. The Buyer shall, and shall cause the Company and its Subsidiary to, maintain in effect in the certificates of incorporation and bylaws of the Company and its Subsidiary provisions with respect to indemnification and advancement of expenses that are no less favorable to the Covered Persons than they are with respect to the then-current managers, directors and officers of the Company and its Subsidiary. The obligations of the Buyer under this Section 8.1(i) shall not be terminated or modified in such a manner as to adversely affect any Covered Person to whom this Section 8.1(i) applies without the express written consent of such affected Covered Person.
Indemnification of Directors and Officers; Insurance. The Company shall indemnify the Executive and hold him harmless for all acts or decisions made by him in good faith while performing services for the Company. The Company shall also use its best efforts to obtain coverage for him under any insurance policy now in force or hereinafter obtained during the term of this Agreement covering the other Officers and Directors of Company against lawsuits. Company shall pay for all expenses including attorney's fees, actually and necessarily incurred by the Executive in connection with the defense of such act, suit or proceeding covered by this indemnification and in connection with any related appeal, including the cost of court settlements. DATAMEG CORPORATION By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: President and CEO AMERICAN MARKETING & SALES, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: CEO AM ACQUISITION CORPORATION By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx EMPLOYEE: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx This NON-COMPETITION AGREEMENT (this "Agreement") is made and entered into as of August 14, 2007 (the "Agreement Date") by and among Datameg Corporation, a Delaware corporation ("Parent"), AM Acquisition Corporation, a Massachusetts corporation that is a wholly-owned subsidiary of Parent ("Sub"), American Marketing & Sales, Inc., a Massachusetts corporation ("Company"), and Xxxxxxx X. Xxxxx ("Xxxxxxx"), now residing at Leominster, Massachusetts.
Indemnification of Directors and Officers; Insurance. (a) At the later of (i) the First Closing or (ii) such date on which such individuals are elected to the Board of Directors, the Company shall enter into indemnification agreements with each of the directors designated by the Purchaser pursuant to the Shareholders Agreement ("Purchaser Designees") -------------------- substantially in the form of Exhibit E hereto with such changes thereto as may --------- be agreed upon by Purchaser and the Company (each an "Indemnification --------------- Agreement"). --------- (b) At or prior to the First Closing Date, the Company shall obtain directors' and officers' liability insurance policies providing an aggregate of $25,000,000 in additional coverage to the coverage provided by the Company's current directors' and officers' insurance policy (the "Additional D&O --------------- Policies"
Indemnification of Directors and Officers; Insurance. The Merger Agreement requires Parent and the surviving corporation to indemnity and hold harmless each current and former officer or director of the Company or the Company’s subsidiary, and such persons serving prior to the effective time of the Merger serving at the request of the Company or the Company’s subsidiary as a directors, officer, employee, fiduciary or agent of any other corporation, partnership, trust, employee benefit plan or other enterprise to the fullest extent authorized or permitted by applicable law, in connection with any judgments, fines, penalties and amounts paid in settlement resulting therefrom, and to promptly pay on behalf of such persons, to the fullest extent authorized or permitted by applicable law any expenses incurred in defending, serving as a witness with respect to, or otherwise participating in any such claim in advance of the final disposition of such claim, including advancement of expense. The Merger Agreement also provides that we shall purchase, and following the effective time of the Merger the Parent and surviving corporation shall maintain in effect for a six year period after the effective time of the Merger without any lapse in coverage, a prepaid or ‘‘tail’’ directors’ and officers’ liability insurance coverage not materially less favorable than the directors’ and officers’ liability insurance coverage currently in effect. The maximum premium for such a policy is 250% of 2012’s annual premium for our existing directors’ and officers’ liability insurance; provided, that if the premium exceeds such percentage we may modify the terms of coverage so long as the premium does not exceed such 250%.
Indemnification of Directors and Officers; Insurance. The Buyer shall cause the Company and its Subsidiaries to not, amend, repeal or otherwise modify the provisions with respect to indemnification set forth in the charter and the bylaws of the Company and its Subsidiaries as in effect on the day prior to the Closing Date, in any manner that would adversely affect the rights thereunder of individuals who on or prior to the Closing Date were directors, officers, employees or agents of the Company and its Subsidiaries, unless such modification is required by law (and then only to the minimum extent required by law).
Indemnification of Directors and Officers; Insurance. (a) For a period of six (6) years from and after the Closing, Parent shall cause the Surviving Corporation to indemnify and hold harmless (including advancement of expenses) all past and present officers and directors of the Company to the same extent such persons are permitted to be indemnified by the Company as of the date of this Agreement pursuant to the Company’s certificate of incorporation and bylaws, employment agreements, indemnification agreements identified on the
Indemnification of Directors and Officers; Insurance. (a) For a period of six (6) years from and after the Closing, Parent shall cause the Surviving Corporation to indemnify and hold harmless (including advancement of expenses) all past and present officers and directors of the Company to the same extent such persons are permitted to be indemnified by the Company as of the date of this Agreement pursuant to the Company’s certificate of incorporation and bylaws, in each case, as existing on the date hereof, for acts or omissions which occurred at or prior to the Effective Time (the persons entitled to be indemnified pursuant to such indemnification provisions being referred to, collectively, as the “Section 6.10 Indemnified Persons” and each individually as a “Section 6.10 Indemnified Person”). For a period of six (6) years from and after the Closing, each of the Surviving Corporation and Parent shall cause the certificate of incorporation and bylaws of the Company to contain provisions with respect to indemnification, advancement of expenses and exculpation from liability that are at least as favorable as those set forth in the certificate of incorporation and bylaws of the Company as in effect immediately prior to the Closing, which provisions of the certificate of incorporation and bylaws of the Surviving Corporation shall not to be amended, repealed or otherwise modified for a period of six (6) years after the Closing in any manner that would adversely affect, in any material respect, the rights of any Section 6.10 Indemnified Person under such provisions (unless such amendment or modification is required by Law).
