Indemnification of Directors and Officers of the Company. (a) From and after the Effective Time of the Merger, Watsxx xxxees 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 Subsidiaries 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 Subsidiaries, to the same extent he or she would have been indemnified under the Articles of Incorporation or By-laws of Watsxx xx such documents were in effect on the date of this Agreement and to the extent permitted under applicable law. Subject to an Indemnified Person's obligation to refund any advances in accordance with the Florida Business Corporation Act, Watsxx xxxll advance all litigation costs reasonably incurred by such Indemnified Person in accordance with applicable law.
(b) 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 Watsxx.
(c) The rights to indemnification granted by this Section 5.14 are subject to the following limitations: (i) amounts otherwise required to be paid by Watsxx xx an Indemnified Person pursuant to this Section 5.14 shall be reduced by any amounts that such Indemnified Person has recovered by virtue of the claim for which indemnification is sought and Watsxx xxxll be reimbursed for any amounts paid by Watsxx xxxt such Indemnified Person subsequently recovers by virtue of such claim; (ii) any claim for indemnification pursuant to this Section 5.14 must be submitted in writing to the Chief Executive Officer or Chairman of Watsxx xxxmptly upon such Indemnified Person becoming aware of such claim, provided that any such failure to advise promptly will not cause a loss of indemnity unless it has a prejudicial effect on Watsxx; xxd (iii) an Indemnified Person shall not settle any claim for which indemnification is provided herein without the prior written consent of Watsxx, xxich consent shall not be unreasonably withheld.
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.
(2) Any indemnification under this Bye-law 31, unless ordered by a court, shall be made by the Company only as authorised in the specific case upon a determination that indemnification of such Person is proper in the circumstances because such Person has met the applicable standard of conduct set forth in paragraph (1) of this Bye-law 31. Such determination shall be made (i) by the Board by a majority vote of disinterested Directors or (ii) if a majority of the disinterested Directors so directs, by independent legal counsel in a written opinion or (iii) by the Members. The Company may purchase and maintain insurance to protect itself and any Director, Officer or other Person entitled to indemnification pursuant to this Bye-law 31, to the fullest extent permitted by law.
(3) Expenses (including, without limitation, attorneys’ fees) actually and reasonably incurred by any Director, Secretary, ...
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 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.
(b) All rights to indemnification and all limitations on liability existing in favor of an Indemnified Party as provided in the Company...
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.
(b) From and after the Final Closing Date, Parent shall not amend, alter or repeal those provisions of the certificate of incorporation, bylaws or other governing documents of the Company relating to liability or indemnification of directors and officers, except as required by law, if the effect of such amendment, alteration or repeal would be to increase the potential liability of a director or officer of the Company to the Company or to its stockholders for monetary damages for breach of fiduciary duty, or to lessen or otherwise adversely affect the indemnification rights of directors and officers of the Company as provided in such certificate of incorporation, bylaws or other governing documents as in effect on the date of this Agreement.
(c) 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 the Final Closing. They are in addition to the indemnification provided pursuant to Section 3.16.
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.
(b) On or prior to the Effective Time, the Company will have obtained a non-cancelable run-off insurance policy, for the benefit of the Company Indemnified Parties, for the period commencing on the date of this Agreement and ending on the sixth anniversary of the Effective Time to provide insurance coverage for any action or omission or alleged action or omission on the part of any Company Indemnified Party prior to the Effective Time. The cost of such insurance policy will be borne by the Company (and treated as a Company Expense to the extent not paid by the Company prior to the Closing).
(c) In the event the Company or the Surviving Company or any of their respective successors or assigns (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 all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of the Company or the Surviving Company, as the case may be, or at Parent's option, Parent, shall assume the obligations set forth in this Section 4.3.
(d) The provisions of this Section 4.3 shall survive the consumma...
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. Parent shall, and agrees to cause Sub to indemnify and hold harmless from liabilities for acts or omissions occurring at or prior to the Effective Time the Company's directors and officers to the same extent provided in the indemnification provisions contained in the Sub's Articles of Incorporation or By-laws. In addition, from and after the Effective Time, any directors and officers of Company will be entitled to indemnification under Sub's Articles of Incorporation and By-laws, and to all other indemnity rights and protections as are afforded to other directors and officers of Sub, and Sub shall not amend, repeal or modify any such provision to reduce or adversely affect the rights of such persons thereunder in respect of actions or omissions by them occurring at or prior to the Effective Time. In the event that Sub or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, proper provision will be made so that the successors and assigns of Sub assume the obligations set forth in this Section 6.16. The provisions of this Section 6.16 are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives.
Indemnification of Directors and Officers of the Company. (a) From the Closing Date through the sixth anniversary of the Closing Date, the Purchaser and the Parent shall cause the Company to indemnify and hold harmless each Person who has been at any time prior to the Closing Date, a director or officer of the Company or any of its Subsidiaries (collectively, the "COMPANY INDEMNIFIED PARTIES"), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys' fees and disbursements (collectively, "COSTS", incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries, whether asserted or claimed prior to, at or after the Closing Date, to the fullest extent permitted under the CBCA for officers and directors of such corporations and to the extent required under the constating documents of such company (or applicable legislation with respect to any subsidiary).
(b) Subject to the next sentence, the Purchaser and the Parent shall cause the Company to maintain, at no expense to the beneficiaries, in effect for three years from the Closing Date the current policies of the directors' and officers' liability insurance maintained by the Company with respect to matters existing or occurring at or prior to the Closing Date so long as the annual premium therefor would not be in excess of 150% of the annual premium paid by the Company in its most recent fiscal year, which premium is set forth in Section 7.6(b) of the Company Disclosure Schedule (150% of such annual premium, the "MAXIMUM PREMIUM"). If the Company's existing insurance expires, is terminated or cancelled or cannot be renewed during such three-year period or the annual premium therefor exceeds the Maximum Premium, the Purchaser and the Parent shall cause the Company to obtain such directors' and officers' liability insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium, on such terms and conditions no less advantageous to the Company Indemnified Parties than the Company's existing directors' and officers' liability insurance or as favourable as is then available. The provisions of this Section 7.6(b) shall be deemed to have been satisfied if the Purchaser and the Parent, with the cooperation of the Company, ...
