Officer and Director Indemnification. Parent and Purchaser agree to include and maintain provisions in the Certificate of Incorporation and Bylaws of the Surviving Corporation which provide indemnification for the directors and officers of the Company immediately prior to the Effective Time to the maximum extent provided by such documents and applicable corporate law and to indemnify such directors and officers to the maximum extent provided by applicable corporate law. In addition, Parent and Purchaser shall include such persons as additional insureds under Parent's Director and Officer Insurance Policy if they can do so without substantial additional cost.
Officer and Director Indemnification. (a) From and after the Offer Closing Date through the sixth anniversary of the Offer Closing Date, each of Parent and the Company shall, (i) indemnify and hold harmless each individual who at the Offer Closing Date is, or at any time prior to the Offer Closing Date was, a director or officer of the Company or of a Subsidiary of the Company (each, an “Indemnitee” and, collectively, the “Indemnitees”) with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including reasonable fees and expenses of legal counsel) in connection with any claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnitee was a director or officer of the Company or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan)), in each case under (A) or (B), at, or at any time prior to, the Offer Closing Date (including any claim, suit, action, proceeding or investigation relating in whole or in part to the Transactions or the enforcement of this provision or any other indemnification or advancement right of any Indemnitee), to the fullest extent permitted under applicable Law, and (ii) assume all obligations of the Company and such Subsidiaries to the Indemnitees in respect of indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Offer Closing Date as provided in the Company Organizational Documents and the Organizational Documents of such Subsidiaries or in any agreement in existence as of the date hereof and filed as an exhibit to or scheduled as an exhibit to any Company SEC Document providing for indemnification between the Company and any director. Without limiting the foregoing, Parent, from and after the Offer Closing Date until six years from the Offer Closing Date, shall cause, unless otherwise required by Law, the Organizational Documents of the Company to contain provisions no less favorable to the Indemnitees with respect t...
Officer and Director Indemnification. The Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving, at the Company’s request, in such capacity, to the maximum extent permitted under the laws of the State of Delaware. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. However, the Company maintains directors and officers insurance coverage that may contribute, up to certain limits, a portion of any future amounts paid, for indemnification of directors and officers. The Company believes the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal. Historically, the Company has not incurred any losses or recorded any liabilities related to performance under these types of indemnities. On October 3, 2013, 4Media S.R.L., a Societa responsabilita (“WeBoost”) filed a complaint against LookSmart with the Superior Court of California for the County of San Francisco. The matter was subsequently removed to the United States District Court, Northern District of California. WeBoost’s complaint asserted claims for breach of contract and extra-contractual tort and punitive damages related to “click fraud”. The parties agreed to a $42,500 settlement at an April 21, 2015 mediation. This amount was subsequently paid by the Company on April 24, 2015. WeBoost’s complaint and cross claim was dismissed with prejudice on May 4, 2015. The Company is otherwise involved, from time to time, in various other legal proceedings arising from the normal course of business activities. Although the results of litigation and claims cannot be predicted with certainty, the Company does not expect resolution of these matters to have a material adverse impact on its consolidated results of operations, cash flows or financial position unless stated otherwise. However, an unfavorable resolution of a matter could, depending on its amount and timing, materially affect its results of operations, cash flows or financial position in a future period. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense costs, diversion of management resources and other factors.
Officer and Director Indemnification. (a) Each of Parent and Purchaser agrees, until the sixth (6th) anniversary of the Closing Date, to cause the Acquired Companies and their Subsidiaries to fulfill and honor in all respects their respective indemnification obligations, set forth in their respective Organizational Documents as in effect on the date of this Agreement that have been made available to Parent and Purchaser and any indemnification agreements set forth in Section 6.7 of the Disclosure Schedule that have been made available to Parent and Purchaser providing for the indemnification of officers and directors of any of the Acquired Companies (each, a “Company D&O Indemnified Party”) (including provisions set forth in such Organizational Documents or indemnification agreements relating to contributions, advancement of expenses and the like), to each of the Company D&O Indemnified Parties with respect to all Damages incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Company D&O Indemnified Party was prior to the Closing an officer or director of any of the Acquired Companies or (ii) matters existing or occurring at or prior to the Closing Date (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Closing Date, and agrees such rights shall not be modified or amended except as required by law, unless such modification or amendment expands or preserves the rights of the indemnified Persons to indemnification (including with respect to contribution, advancement of expenses and the like). Each Company D&O Indemnified Party shall cooperate in the defense of any litigation for which a Company D&O Indemnified Party is requesting indemnification and shall provide such access as such Company D&O Indemnified Party may have to relevant properties, records, information and individuals, furnish testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, in each case as may be reasonably requested by Parent and Purchaser.
(b) This Section 6.7: (i) shall survive the consummation of the transactions contemplated by this Agreement; (ii) is intended to benefit each Company D&O Indemnified Party and their respective heirs, executors and administrators; (iii) is in addition to, and not in substitution for, any other rights to indemnification or contribution...
Officer and Director Indemnification. For a period of six years from the Closing Date, MedicaLogic agrees to indemnify the officers and directors of Medscape for all actions taken prior to Closing to the extent authorized in Medscape's Certificate of Incorporation and Bylaws prior to Closing. For a period of three years from the Closing Date, MedicaLogic agrees to maintain officer and director liability coverage, with respect to claims arising from facts or events that occurred prior to Closing, for the benefit of the present or former officers and directors of Medscape as of the Closing Date in such amounts and on such terms that are no less beneficial to officers and directors than the coverage maintained by Medscape prior to the Effective Time; provided that in no event shall MedicaLogic be obligated to expend in order to maintain or procure insurance coverage pursuant to this Section 4.3.4 any amount per annum in excess of 150% of the aggregate premiums payable by Medscape and its subsidiaries in 1999 (on an annualized basis) for such purpose.
Officer and Director Indemnification. PSI and PPPI shall, for a period of six (6) years after the Closing Date, unless otherwise required by applicable Legal Requirements, jointly and severally indemnify and hold harmless against all losses, claims, damages, expenses or liabilities, and provide advancement of expenses in advance of the final disposition of any such claim or proceeding to, all past and present directors, officers and employees of PPPI (in all their capacities as such) to the fullest extent permitted by Legal Requirements for acts or omissions occurring at or prior to the Closing Date; provided, that in the event any claim is asserted or made within such six (6) year period, all rights hereunder in respect of such claim shall continue until disposition thereof. The parties acknowledge and agree that if any PSI Indemnified Party is entitled to indemnification under Article VII hereunder with respect to the act, omission, claim, event or other Proceeding resulting in indemnification (or advancement of expenses) obligations of PSI and PPPI under this Section 6.5, the costs and expenses incurred by PSI and PPPI in providing such indemnification (or advancement of expenses) shall be included within the Losses for which the PSI Indemnified Party is entitled to indemnification under Article VII. PSI shall further cause PPPI to maintain for a period of six (6) years from the Closing Date the current policy of officer and director’s liability insurance maintained by PPPI (provided that PSI may substitute therefor policies of at least the same coverage and amounts containing terms and conditions that are, in the aggregate, no less advantageous to the insured than the current policies maintained by PPPI) with respect to claims arising from facts or events that occurred prior to the Closing Date.
Officer and Director Indemnification. EVBS agrees that following the Effective Date, it shall indemnify and hold harmless any person who has rights to indemnification from FCB, to the same extent and on the same conditions as such person is entitled to indemnification pursuant to Virginia law and FCB’s Articles of Incorporation or Bylaws, as in effect on the date of this Agreement, to the extent legally permitted to do so, with respect to matters occurring or arising on or prior to the Effective Time, whether asserted or claimed prior to at or after the Effective Time. EVBS further agrees that any such person who has rights to indemnification pursuant to this Section 6.6 is expressly made a third party beneficiary of this Section 6.6 and may directly, in such person’s personal capacity, enforce such rights through an action at law or in equity or through any other manner or means of redress under Virginia law to the same extent as if such person were a party hereto. Without limiting the foregoing, in any case in which corporate approval may be required to effectuate any indemnification, EVBS shall direct, at the election of the party to be indemnified, that the determination of permissibility of indemnification shall be made by independent counsel mutually agreed upon between EVBS and the indemnified party. EVBS shall pay the premiums to extend the directors and officers’ liability insurance coverage of FCB for persons who are currently covered by such insurance of FCB for five years after the Effective Date for an annual premium not to exceed $47,000 per year for such individuals. In the event the annual premium exceeds $47,000 for any year of the five (5) year period, EVBS shall give the past directors of FCB 30 days notice of the total amount of the premium then due, and during that 30 day period the past directors of FCB shall have the right, jointly or severally, to pay the difference between the actual premium and $47,000 in order to keep the amount of coverage in place as was in place at the Effective Time.
Officer and Director Indemnification. (a) The Buyer agrees that all rights to indemnification and exculpation from liability for acts or omissions occurring on or prior to the Closing Date now existing in favor of the current or former directors, officers, employees, fiduciaries or agents of the Company and the Company Subsidiaries (each, a “Company Indemnified Party,” and collectively, the “Company Indemnified Parties”), as provided in the respective articles of incorporation, by-laws (or comparable organizational documents), or in indemnification agreements, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms for a period of not less than six (6) years after the Closing Date, which provisions shall not be amended, repealed or otherwise modified during such period in any manner that would affect adversely the rights thereunder of the Company Indemnified Parties, unless such modification shall be required by Law.
(b) The covenants contained in this Section 7.6 are intended to be for the benefit of, and shall be enforceable by, each of the Company Indemnified Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which a Company Indemnified Party is entitled, whether pursuant to Law, contract or otherwise. In the event that the Buyer or the Company or any Company Subsidiary (following the Closing) 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 or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, the Buyer shall use commercially reasonable efforts to cause the successors or assigns of the Buyer or the Company or any Company Subsidiary (following the Closing), as the case may be, to succeed to the obligations set forth in this Section 7.6.
Officer and Director Indemnification. HRB shall not indemnify nor hold harmless any officers or directors of GFH or any of its Subsidiaries with respect to matters occurring or arising on or prior to the Effective Time, whether asserted or claim ed prior to at or after the Effective Time. However, HRB shall pay the premiums to extend the directors and officers’ liability insurance coverage of GFH for persons who are currently covered by such insurance of GFH for five years after the Effective Date for an annual premium not to exceed $200,000 in the aggregate per year for such individuals. In the event the annual premium exceeds $200,000 in the aggregate for any year of the five (5) year period, HRB shall give the past directors of GFH 30 days notice of the total amount of the premium then due, and during that 30 day period the past directors of GFH shall have the right, jointly or severally, to pay the difference between the actual premium and $200,000 in order to keep the amount of coverage in place as was in place at the Effective Time.
Officer and Director Indemnification. The MEDIQ Parties agree that for the six-year period following Closing, they will not cause or permit the provisions of the articles of incorporation or bylaws of any Acquired Company which require or permit indemnification by such Acquired Company of its past or present officers and directors to be repealed or amended in any way which decreases or restricts the nature or scope of such Acquired Company obligations thereunder, except to the extent required by law.
