Indemnity; Directors’ and Officers’ Insurance. (a) Purchaser shall ensure, and shall cause the Company to ensure, that all rights to indemnification with respect to facts, circumstances or events prior to the Closing Date now existing in favor of any individual who, at or prior to the Closing Date, was a director, officer, employee or agent of the Company or who, at the request of the Company, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrators, the “Indemnified Persons”) as provided in the respective governing documents and indemnification agreements to which the Company is a party, shall survive the Closing and shall continue in full force and effect for a period of not less than six (6) years from the Closing Date and indemnification agreements and the provisions with respect to indemnification and limitations on liability set forth in such charters and by-laws shall not be amended, repealed or otherwise modified to adversely affect such Indemnified Persons; provided, that in the event any claim or claims are asserted or made within such six (6)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 such claim or claims shall continue until final disposition of any and all such claims.
Indemnity; Directors’ and Officers’ Insurance. (a) To the fullest extent permitted by applicable law, the Certificate of Incorporation and the By-Laws of the Company (as from time to time in effect) and any indemnity agreements entered into from time to time between the Company and Executive, the Company shall indemnify Executive and hold him harmless for any acts or decisions made by him in good faith while performing services for the Company, and shall use reasonable efforts to obtain coverage for him under liability insurance policies now in force or hereafter obtained during the term of this Agreement covering the other officers or directors of the Company.
Indemnity; Directors’ and Officers’ Insurance. 1. The Company agrees to and confirms its obligations, to indemnify the Executive as an officer, director, employee and agent, and its related obligation to advance funds for expenses to the Executive as contained in the Company's certificate of incorporation, by-laws and any other instruments or provided for by law or otherwise. Such obligations shall be in scope the greatest of (i) the obligations existing as of the date hereof, (ii) the obligations as they may be amended or otherwise revised in the future, or (iii) the maximum protection available for officers and/or directors under applicable law. The Company agrees that it will use its best efforts to the end that the By-laws and Certificate of Incorporation of the Company shall not be amended to reduce any indemnity protection presently available to officers and/or directors.
Indemnity; Directors’ and Officers’ Insurance. (a) The Company agrees to and confirms its obligations, among others, to indemnify the Executive as an officer, director, employee and agent, and its related obligation to advance funds for expenses to the Executive as contained in the Company's certificate of incorporation, by-laws and any other instruments or provided for by law or otherwise. Such obligations shall be in scope the greatest of (i) the obligations existing as of the date hereof, (ii) the obligations as they may be amended or otherwise revised in the future, or (iii) the maximum protection available for officers and/or directors under applicable law. The Company agrees that it will use its best efforts to the end that the By-laws and Certificate of Incorporation of the Company shall not be amended to reduce any indemnity protection presently available to officers and/or directors. (b) The Company presently maintains Directors and Officers Insurance in limits of $25,000,000. The Company agrees to maintain Directors' and Officers' Insurance (at a minimum in such limit) covering the Company's obligation, among other things, to indemnify the Executive for loss, liability and expense resulting from litigation relating to his activities as an officer, directors, employee or agent of the Company and insuring the Executive against such loss, liability and expense, with coverage at least as high as the insurance now maintained by the Company, and, following termination of employment under this Agreement, to maintain equivalent coverage for the executive, on an "occurrence" basis (or as a named former officer and director on a "claims made" basis) or otherwise, for his activities during the Term and Advisory Period and additionally while he is in the service of the Company. 12. Consumer Price Index. (a) Whenever used herein the words "Consumer Price Index" shall mean the New York-Northeastern New Jersey Area Consumer Price Index for Urban Wage Earners and Clerical Workers (or if publication of that index is terminated, any substantially equivalent successor thereto), as published by the Bureau of Labor Statistics of the United States Department of Labor or similar agency if such bureau is disbanded.
Indemnity; Directors’ and Officers’ Insurance. Employer shall, during and after the Remaining Term, indemnify Employee in the manner provided in the By-Laws of Employer (as set forth as of the date hereof) to the fullest extent provided by law. Employer shall purchase and maintain tail coverage relative to its existing directors and officers insurance policy covering Employee during the Remaining Term and for two (2) years thereafter, so long as such coverage continues to be available to Employer during each insurance year at a premium not in excess of 150% of the immediately prior insurance year's premium for such coverage.
Indemnity; Directors’ and Officers’ Insurance. (a) Parent agrees to cause the Surviving Corporation to ensure, and the Surviving Corporation immediately following the Closing agrees to ensure, that all rights to indemnification and exculpation now existing in favor of any individual who, at or prior to the Closing, was a director, officer, employee or agent of the Company or any Company Subsidiary or who, at the request of the Company or any Company Subsidiary, served as a director, officer, member, partner, trustee or fiduciary of another corporation, partnership, limited liability company, limited liability partnership, joint venture, trust, pension, organization, other entity or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrators, the “Indemnified Persons”) as provided in the respective governing documents of the Company or any Company Subsidiary and any indemnification agreements to which the Company or any Company Subsidiary is a party or bound, shall survive the Closing and shall continue in full force and effect without modification from such rights as they exist on the Closing Date with respect to the Indemnified Persons for a period of not less than six (6) years from the Closing.
