INSURANCE AND OTHER ARRANGEMENTS. (a) The Company may purchase and maintain insurance on behalf of the Indemitee against any liability and/or expense asserted against him and/or incurred by or on behalf of him in connection with his relationship with the Company, whether or not the Company would have the power to indemnify him against such liability or advance expenses under the provisions of this Agreement or under the Code as it may then be in effect. Except as expressly provided herein, the purchase and maintenance of such insurance shall not in any way limit or affect the rights and obligations of the Company and/or the Director under this Agreement and the execution and delivery of this Agreement by the Company and the Director shall not in any way be construed to limit or affect the rights and obligations of the Company and/or of the other party or parties thereto under any such policy or agreement of insurance. (b) In the event the Director shall receive payment from any insurance carrier in respect of indemnified amounts after payments on account of all or part of such indemnified amounts have been made by the Company pursuant to this Agreement, the Director shall promptly reimburse the Company for the amount, if any, by which the sum of such payment by such insurance carrier and/or such plaintiff and payments by the Company to the Director exceeds such indemnified amounts; provided, however, that such portions, if any, of such insurance proceeds that are required to be reimbursed to the insurance carrier under the terms of its insurance policy, such as co-insurance, retention or deductible amounts, shall not be deemed to be payments to the Director. (c) In addition, upon payment of indemnified amounts under this Agreement, the Company shall be subrogated to the Director’s right against any insurance carrier in respect of such indemnified amounts and the Director shall execute and deliver any and all instruments and/or documents and perform any and all other acts or deeds which the Company deems necessary or advisable to secure such rights. The Director shall do nothing to prejudice such rights of recovery or subrogation.
Appears in 10 contracts
Samples: Director Appointment Agreement (Resaca Exploitation, Inc.), Director Appointment Agreement (Resaca Exploitation, Inc.), Director Appointment Agreement (Resaca Exploitation, Inc.)
