Indemnification of Directors and Officers of the Company. (a) During the period ending six years after the Effective Time (and, if applicable, for any subsequent period of time during the pendency, and through the resolution, of any D&O Indemnifiable Matter(s) initiated during such six-year period), Parent, the Final Surviving Entity and their successors shall, and Parent shall cause the Final Surviving Entity and its successors to, fulfill their obligations to the present and former members of the Board and present and former officers of the Company (such directors and officers being herein called the “Company Indemnitees”) pursuant to the terms of the Charter Documents as in effect on the Agreement Date, the DGCL and other applicable Law and any indemnification agreements between the Company and such Company Indemnitees set forth on Section 5.5(a) of the Disclosure Schedule (such obligations, collectively, the “D&O Indemnifiable Matters”). Notwithstanding the foregoing, the obligations of Parent and the Final Surviving Entity or their successors in respect of the D&O Indemnifiable Matters (i) shall be subject to any limitation imposed by applicable Law, the terms of the Charter Documents and the terms of the applicable indemnification agreement and (ii) shall not be deemed to release any Company Indemnitee who is also an officer or director of the Company from his or her obligations pursuant to this Agreement or any Related Agreement to which such Person is a party.
Indemnification of Directors and Officers of the Company. (1) The Directors, Secretary and other Officers (such term to include, for the purposes of Bye-laws 31 and 32, any person appointed to any committee by the Board) and employees and agents of the Company who has acted or is acting in relation to any of the affairs of the Company or any subsidiary thereof and the liquidator or trustees (if any) who has acted or is acting in relation to any of the affairs of the Company, and every one of them, and their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted (actual or alleged) in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and none of them shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, provided, that, this indemnity shall not extend to any matter prohibited by the Act.
Indemnification of Directors and Officers of the Company. From and after the Effective Time, Parent will cause the Surviving Company to fulfill and honor in all respects the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers as of the Effective Time (the “Indemnified Directors and Officers”) and any indemnification or expense advancement provisions under the Company’s certificate of incorporation or bylaws as in effect on the date hereof. The certificate of incorporation and bylaws of the Surviving Company will contain provisions with respect to exculpation and indemnification and expense advancement that are at least as favorable to the Indemnified Directors and Officers as those contained in the certificate of incorporation and bylaws 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, employees or agents of the Company, unless such modification is required by Law.
Indemnification of Directors and Officers of the Company. (a) From and after the Final Closing Date, Parent and the Surviving Corporation agree to indemnify, defend and hold harmless the former directors and officers of the Company and the persons listed on Exhibit 3.21 (as used in this Section, each an "Indemnified Person") from and against all losses, claims, damages, liabilities and judgments (and related expenses including, but not limited to, attorney's fees and amounts paid in settlement), and any action or other proceeding in respect thereof, to which any Indemnified Person becomes subject, based upon or arising out of actions or omissions or alleged actions or omissions of such persons occurring (or alleged to have occurred) at or prior to the Final Closing Date, to the fullest extent (including the advancement of expenses) permitted under (1) the Delaware General Corporation Law or the Louisiana Business Corporation Law, as applicable, or (2) the certificate of incorporation, bylaws or other governing documents of the Company as in effect on the date of this Agreement, whichever of (1) or (2) is greater.
Indemnification of Directors and Officers of the Company. (a) During the period ending six (6) years after the Effective Time, the Surviving Entity shall, and Buyer shall cause the Surviving Entity to, and Buyer and the Surviving Entity shall cause the Subsidiaries of the Company to, fulfill their obligations to (including any obligations to indemnify and provide reimbursement of expenses with respect to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Closing, whether asserted or claimed prior to, or at or after, the Closing (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger)) each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, an officer, director or manager of any of the Company or any of its Subsidiaries (such directors, managers and officers being herein called the “Company Indemnitees”), pursuant to the terms of the Charter Documents as in effect on the Agreement Date and any indemnification agreements (the “D&O Indemnification Agreements”) between the Company or any of its Subsidiaries and such Company Indemnitees set forth on Section 6.4(a) of the Company Disclosure Schedule (such obligations, collectively, the “D&O Indemnifiable Matters”). Notwithstanding the foregoing, the obligations of Buyer and Surviving Entity or their respective successors in respect of the D&O Indemnifiable Matters (i) shall be subject to any limitation imposed by applicable Law, the terms of the Charter Documents or the terms of the applicable indemnification agreement and (ii) shall not be deemed to release Company Indemnitee who is also an officer, manager or director of the Company or any of its Subsidiaries from his or her obligations pursuant to this Agreement or any Related Agreement. For a period of six (6) years after the Closing and at all times subject to applicable Law, Buyer shall not (and shall not cause or permit any Acquired Company or any of Buyer’s other Subsidiaries or Affiliates to) amend or modify in any way adverse to the Company Indemnitees, or to the beneficiaries thereof, the exculpation and indemnification provisions set forth in the Charter Documents or the D&O Indemnification Agreements.
Indemnification of Directors and Officers of the Company. (a) From and after the Effective Time, the Surviving Corporation shall indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer or director (the "Indemnified Party") of the Company or any of its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including reasonable attorney's fees and expenses), judgments, fines, losses, and amounts paid in settlement (provided that any such settlement is effected with the written consent of Parent or the Surviving Corporation, which consent shall not be unreasonably withheld) in connection with any actual or threatened action, suit, claim, proceeding or investigation (whether arising before or after the Effective Time) (each a "Claim") to the extent that any such Claim is based on, or arises out of, (i) the fact that such person is or was a director or officer 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 or officer of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising, existing, or occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under applicable law or the Company's Articles of Incorporation, By-Laws or indemnification agreements in effect at the date hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any Claim, then from and after the Effective Date, the Surviving Corporation shall periodically advance to such Indemnified Party its reasonable legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto.
Indemnification of Directors and Officers of the Company. The Surviving Company will indemnify each individual who served as a director or officer of the Company at any time prior to the Effective Time from and against any and all actions, suits, proceedings, hearings, investigations, charges, complaints, injunctions, orders, decrees, rulings, Damages, dues, penalties, fines, amounts paid in settlement, obligations, taxes, and liens, resulting from, arising out of, relating to, in the nature of, or caused by this Agreement or any of the transactions contemplated herein.
Indemnification of Directors and Officers of the Company. Except with respect to the contemplated reincorporation of the Surviving Corporation in the State of Delaware, 24/7 (A) will not take or knowingly permit to be taken any action to alter or impair any exculpatory or indemnification provisions now existing in the Charter or Bylaws of the Company for the benefit of any individual who served as officer of the Company at any time prior to the Effective Time, and (B) shall cause the Surviving Corporation to honor and fulfill such provisions until the date which is two years from the Effective Time; provided, however, in the event any claim is commenced within such two-year period, such indemnification provisions shall continue in effect until the final disposition thereof.
Indemnification of Directors and Officers of the Company. (a) From and after the Effective Time, Parent shall cause the Surviving Company to fulfill and honor in all respects the obligations of the Company pursuant to any indemnification provision under the memorandum and articles of association of the Company or equivalent organizational documents of the Company or any of its Subsidiaries as in effect on the Closing Date (the officers and directors of the Company, and all other Persons entitled to be indemnified pursuant to such provisions being referred to collectively as the “Company Indemnified Parties”) and as provided in the indemnification agreements (to the extent disclosed on Section 2.14 of the Disclosure Schedule) between the Company and said Company Indemnified Parties. From and after the Effective Time, Parent shall cause the memorandum and articles of association of the Surviving Company to contain the provisions with respect to exculpation from liability set forth in the Company’s memorandum and articles of association immediately prior to the execution and delivery of this Agreement, which provisions shall not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of any of the Company Indemnified Parties.
Indemnification of Directors and Officers of the Company. (a) For a period of six (6) years after the Effective Time, the Purchaser agrees to indemnify and hold harmless, and to cause the Surviving Corporation to honor its separate indemnification to, each person who is an officer or director of the Company or its Controlled Entities on the date of this Agreement (an "Indemnified Person") from and against all damages, liabilities, judgments and claims (and related expenses including, but not limited to, attorney's fees and amounts paid in settlement) based upon or arising from his or her capacity as an officer or director of the Company or its Controlled Entities prior to the Effective Time, to the same extent he or she would have been indemnified under the Certificate of Incorporation or By-laws of the Company or the applicable Controlled Entity as such documents were in effect on the date of this Agreement and to the extent permitted under applicable law. (b) For a period of six (6) years after the Effective Time, the Surviving Corporation shall maintain in full force and effect (i) the Company's directors' and officers' liability insurance policy in existence on February 19, 1999 or (ii) a substantially similar policy maintained by the Surviving Corporation providing for coverages of not less than $5,000,000 for acts and/or omissions alleged to have occurred prior to the Effective Time; provided that (x) the Surviving Corporation shall not be required to spend an aggregate amount for such coverage in excess of $380,000; and provided, further, that if the aggregate premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain a policy with the best coverage available, in the reasonable judgement of the Board of Directors of the Surviving Corporation, for an 22 27 aggregate cost not exceeding such amount, and (y) such policies may in the sole discretion of the Surviving Corporation be one or more "tail" policies for all or any portion of the full six (6) year period. (c) The Purchaser acknowledges that the Surviving Corporation will assume the Company's obligations under the indemnification agreements listed on Section 5.7(c) of the Company Disclosure Statement. (d) The rights granted to the Indemnified Persons hereby shall be contractual rights inuring to the benefit of all Indemnified Persons and shall survive this Agreement and any merger, consolidation or reorganization of the Purchaser. 6.10
