Officers’ and Directors’ Indemnification. (a) In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer, employee, fiduciary or agent of the Company or any of the Company Subsidiaries (the "Indemnified Parties") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director, officer, employee, fiduciary or agent of the Company or any of the Company Subsidiaries, or is or was serving at the request of the Company or any of the Company Subsidiaries as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) the negotiation, execution or performance of this Agreement or any of the Transactions, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond thereto. It is understood and agreed that the Company shall indemnify and hold harmless, and after the Effective Time the Surviving Corporation shall indemnify and hold harmless, as and to the full extent permitted by applicable law, each Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys' fees and expenses), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time), (A) the Company, and the Surviving Corporation after the Effective Time, shall promptly pay expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the full extent permitted by law, (B) the Indemnified Parties may retain counsel satisfactory to them, and the Company and the Surviving Corporation, shall pay all fees and expenses of such counsel for the Indemnified Parties within thirty days after statements therefor are received, and (C) the Company and the Surviving Corporation will use their respective r...
Officers’ and Directors’ Indemnification. The Offeror shall cause the Company to maintain in effect the current or substantially similar (subject to any changes required by applicable law) provisions regarding indemnification of officers and directors contained in the constating documents of the Company and the Subsidiaries and any directors, officers or employees indemnification agreements of the Company and the Subsidiaries. Copies of the current directors’ and officers’ indemnities have been provided to the Offeror. For a period of not less than six (6) years after the Effective Date, the Offeror shall cause the Company (or its successor) to maintain in effect the current policies of directors and officers liability insurance and fiduciary liability insurance maintained by the Company and the Subsidiaries (provided that the Offeror may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured in any material respect) with respect to claims arising from facts or events which occurred on or before the Effective Date. After the Effective Date the Offeror shall cause the Company to indemnify the directors and officers of the Company and the Subsidiaries during all periods prior to the Effective Time to the fullest extent to which the Company and the Subsidiaries are permitted to indemnify such officers and directors under their respective constating documents and applicable laws. The Offeror hereby unconditionally and irrevocably guarantees for the benefit of such directors, officers and employees the obligations of the Company and the Subsidiaries under all of the provisions of this paragraph. The provisions of this paragraph are (i) for the benefit of, and shall be enforceable by, each indemnified party, his heirs, executors, administrators and other legal representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise, and such rights shall be held by the Offeror in trust for such person provided however that no approval of any beneficiary of such trust shall be required in connection with an amendment or variation of this paragraph prior to the Effective Date.
Officers’ and Directors’ Indemnification. The Surviving Corporation agrees that all rights to indemnification existing in favor of, and all limitations on the personal liability of, the directors, officers, employees and agents of the Company and the Company Subsidiaries (collectively, the "Indemnified Parties") provided for in the Certificate of Incorporation or Bylaws as in effect as of the date hereof with respect to matters occurring prior to the Effective Time, and including the Merger and the other Transactions, shall continue in full force and effect for a period of not less than six (6) years from the Effective Time. Prior to the Effective Time, the Company shall purchase and fully pay for prior to the Effective Time an extended reporting period endorsement (a so called "tail policy") under the Company's existing directors' and officers' liability insurance coverage for the Company and the Company's directors and officers in a form acceptable to the Company and Parent which shall provide the Company and such directors and officers with coverage for six (6) years following the Effective Time of not less than the existing coverage under, and have other terms not materially less favorable on the whole to, the insured persons than the directors' and officers' liability insurance coverage presently maintained by the Company so long as the aggregate cost of the directors' and officers' liability insurance for such six (6) year period is less than $750,000 (the "Maximum Insurance Premium"); provided, however, that (i) the Company agrees to cooperate in good faith with Parent in order to obtain the lowest premium for the above-referenced coverage and (ii) in the event that the Maximum Insurance Premium is insufficient for the above-referenced coverage, the Company may spend up to the Maximum Insurance Premium to purchase such lesser coverage and/or for such shorter period that may be obtained for the Maximum Insurance Premium; provided further, that, the Company shall be permitted to spend more than the Maximum Insurance Premium if, after using all reasonable best efforts, it determines that the Maximum Insurance Premium is insufficient to obtain the above-referenced coverage for a three (3) year period, in which case the Company shall use its reasonable best efforts to obtain such coverage for a three (3) year period for the lowest obtainable premium cost. This Section 7.9 is intended for the benefit of, and to grant third-party rights to, the Indemnified Parties and shall be binding on all succe...
Officers’ and Directors’ Indemnification. (a) Parent agrees that all rights to indemnification or exculpation existing in favor of, and all limitations on the personal liability of, each present and former director, partner, trustee and officer of the Company and the Company Subsidiaries provided for in the respective declarations of trust, charters or bylaws (or other applicable organizational documents) shall survive the Mergers (and, with respect to the Company or any Company Subsidiary that is not the surviving entity of the Mergers, shall be reflected in the applicable organizational documents of each such entity) and continue in full force and effect for a period of six (6) years from the Effective Time and all other indemnification agreements and arrangements in effect as of the date hereof shall remain in effect in accordance with their terms; provided, however, that all rights to indemnification in respect of any claims (each a “Claim”) asserted or made within such period shall continue until the final disposition of such Claim.
(b) From and after the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing) each current and former trustee, partner, director or officer of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, an “Indemnified Party”) against any costs or expenses (including advancing reasonable attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission occurring or alleged to have occurred whether before or at the Effective Time (including without limitation the transactions contemplated by this Agreement) in connection with such persons serving as an officer, trustee, partner, director or other fiduciary of the Company or any of its Subsidiaries or of any entity if such service was at the request or for the benefit of the Company.
(c) Subject to Section 6.6 of the Company Disclosure Schedule, prior to the Effective Time, the Company s...
Officers’ and Directors’ Indemnification. (a) In the event of any threatened or actual claim, action, suit, demand proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer, employee, fiduciary or agent of Eagles or any of the Eagles Subsidiaries (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he or she is or was a director, officer, employee, fiduciary or agent of Eagles or any of the Eagles Subsidiaries, or is or was serving at the request of Eagles or any of the Eagles Subsidiaries as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) the negotiation, execution or performance of this Agreement, any agreement or document contemplated hereby or delivered in connection herewith, or any of the transactions contemplated hereby or thereby, whether in any case asserted or arising at or before or after the Effective Time, the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond thereto. It is understood and agreed that from and after the Effective Time, the Surviving Corporation and the Company shall indemnify and hold harmless, as and to the fullest extent permitted by applicable law, each Indemnified Party against any and all losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, demand, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising at or before or after the Effective Time), (A) from and, after the Effective Time, the Surviving Corporation and the Company shall promptly pay expenses in advance of the final disposition of any such threatened or actual claim, action suit, demand, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable law, (B) the Indemnified Parties may retain counsel satisfactory to them, and the Company and the Survivi...
Officers’ and Directors’ Indemnification. (a) The Company and the Surviving Corporation agree that all rights to indemnification and all limitations on liability existing in favor of any individual who was on or at any time prior to the Effective Time, a director, officer, employee or agent of the Company (an "Indemnified Person") in respect of acts or omissions of such Indemnified Person on or prior to the Effective Time, as provided in the Certificate of Incorporation or Bylaws of the Company or any agreement between an Indemnified Person and the Company in effect as of the date of this Agreement, shall survive the Merger and shall be observed by the Surviving Corporation to the fullest extent available under Delaware law for a period of six years from the Effective Time. The Surviving Corporation will, at its selection, either: (i) cause to be maintained in effect the Company's current directors' and officers' liability insurance policy with respect to claims arising from facts or events that occurred at or prior to the Effective Time; (ii) extend the discovery or reporting period under the Company's current policy for six years from the Effective Time to maintain in effect directors' and officers' liability insurance with respect to claims arising from facts or events that occurred at or prior to the Effective Time for those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms no less favorable than the terms of such current insurance policy; or (iii) substitute coverage under other policies providing coverage on terms and conditions that are no less advantageous to such persons than the Company's current insurance with respect to claims arising from facts or events that occurred at or prior to the Effective Time; provided, however, that in no event will the Surviving Corporation be required to expend for any such coverage an amount per year in excess of 300% of the annual premium currently paid by the Company for such insurance or replacement insurance or to expend for an extended period reporting endorsement a total amount in excess of 300% of the annualized cost of the Company's current policy.
(b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person or entity 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 or ent...
Officers’ and Directors’ Indemnification. (a) The Buyer agrees that all rights to indemnification or exculpation existing in favor of each present and former director or officer of the Company and/or its Subsidiaries provided for in their respective Organizational Documents in effect as of the date hereof shall continue in full force and effect, or shall be replaced with rights that are no less favorable, for a period of six (6) years from the Closing Date; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The Buyer further agrees that all rights to indemnification or exculpation existing in favor of each present and former director or officer of the Company and/or its Subsidiaries in respect of acts or omissions occurring prior to the Closing Date provided in any written indemnification agreements between the Company and/or one or more of its Subsidiaries, on the one hand, and any such director or officer, on the other hand, shall survive Closing and shall continue in full force and effect in accordance with their terms.
(b) The obligations under this Section 7.10 shall not be terminated or modified in such a manner as to adversely affect any present or former director or officer of the Company and/or its Subsidiaries to whom this Section 7.10 applies (each, a “D&O Indemnified Party”) without the consent of such D&O Indemnified Party (it being expressly agreed that the D&O Indemnified Parties shall be third party beneficiaries of this Section 7.10 and shall be entitled to enforce the covenants contained herein).
(c) In the event the Buyer or the 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 or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary proper provision shall be made so that the successors and assigns of the Buyer or the Company may assume the obligations set forth in this Section 7.10.
(d) At or prior to Closing, the Company shall purchase and pay in full a “tail” prepaid insurance policy with respect to the Company’s existing directors’ and officers’ liability insurance for the Company’s and its Subsidiaries’ directors and officers that shall provide such directors and officers with coverage for six (6) years followi...
Officers’ and Directors’ Indemnification. From and after the Effective Time, Parent and Offeror agree that for the period from the Effective Time until six years after the Effective Time, Parent and Offeror will cause Goldbelt or any successor to Goldbelt to maintain Goldbelt’s current directors’ and officers’ liability insurance policy or a policy reasonably equivalent subject in either case to terms and conditions no less advantageous to the directors and officers of Goldbelt than those contained in the policy in effect on the date hereof, for all present and former directors and officers of Goldbelt and the Goldbelt Subsidiaries covering claims made prior to or within six years of the Effective Time. Alternatively, after the Effective Time, Parent and Offeror may, or may cause Goldbelt to, purchase as an extension to Goldbelt’s current directors’ and officers’ liability insurance policies, run-off insurance providing such coverage for such persons on terms comparable to those contained in Goldbelt’s current insurance policies.
Officers’ and Directors’ Indemnification. For a period of six (6) years after the Closing Date (and such additional period of time as may be necessary to fully and finally resolve any claims for indemnification which have been duly submitted prior to the six (6) year anniversary of the Closing Date), unless otherwise required by applicable Law, Rev will not, and will cause its Subsidiaries not to, amend, repeal, or modify any provision in any Contributor Subsidiary’s Governing Documents relating to indemnification, exculpation or advancement of expenses of present and former directors, managers, officers, or employees of any Contributor or Contributor Subsidiary or their predecessors (collectively, the “D&O Indemnified Parties”), in and to the extent of their capacities as such and not as equityholders, in any manner that would result in such provisions being less favorable to the D&O Indemnified Parties as in effect on the applicable Contribution Date. Further, Rev will, and will cause its Subsidiaries to, indemnify, and advance expenses to each D&O Indemnified Party, in and to the extent of their capacities as such and not as equityholders, in respect of actions, omissions or events through the applicable Contribution Date to the extent provided in such Contributor Subsidiary’s Governing Documents. Without limiting the generality of the preceding sentence, if any D&O Indemnified Party becomes involved in any actual or threatened action, suit, claim, Legal Proceeding or investigation covered by this
Officers’ and Directors’ Indemnification. (a) In the event any threatened or actual Claim against a director, officer, fiduciary or agent of the Company or its Subsidiaries (the “D&O Indemnified Parties”) is, or is threatened to be, made against a D&O Indemnified Party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he or she is or was a director, officer, fiduciary or agent 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, officer, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise or (ii) the negotiation, execution or performance of this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Closing, the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond thereto. It is understood and agreed that, for a period of six (6) years following the Closing, Purchaser and, after the Closing, the Company and its Subsidiaries, shall indemnify and hold harmless, as and to the full extent permitted by the Organizational Documents of the Company and its Subsidiaries as in effect on the date hereof, each D&O Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement in connection with any such Claim, and in the event of any such Claim (whether asserted or arising before or after the Closing), (A) Purchaser and, after the Closing, the Company and its Subsidiaries, shall promptly pay expenses incurred by each D&O Indemnified Party as the same are incurred in advance of the final disposition of any Claim to such D&O Indemnified Party to the extent required by the Organizational Documents of the Company and its Subsidiaries as in effect on the date hereof, (B) the D&O Indemnified Parties may retain counsel satisfactory to them, and Purchaser and, after the Closing, the Company and its Subsidiaries, shall pay all fees and expenses of such counsel for the D&O Indemnified Parties within fifteen (15) days after statements therefor are received, and (C) Purchaser and, after the Closing, the Company and its Subsidiaries, will use their respective reasonable best efforts to assist in the vigorous defense of any such matter; 53 provided, however, that Purchaser and, after the Closing, the Company and it...
