Officers’ and Directors’ Indemnification and Insurance. (a) From and after the Effective Time, each of Buyer and the Surviving Corporation shall indemnify and hold harmless each present and former director and officer of Seller and its Subsidiaries (in each case, when acting in such capacity) (each an “Indemnified Party”) against any costs or expenses (including reasonable attorney’s fees ), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising out of the fact that such person is or was a director or officer of Seller or any of its Subsidiaries and pertaining to matters existing or occurring at or prior to the Effective Time, including the transactions contemplated by this Agreement to the same extent as such persons are indemnified as of the date of this Agreement by Seller pursuant to applicable law as effect on the date of this Agreement, the Seller’s articles of incorporation and bylaws or the governing or organizational documents of any Subsidiary of Seller; and Buyer and the Surviving Corporation shall also advance expenses as incurred by such Indemnified Party to the same extent as such persons are entitled to advancement of expenses as of the date of this Agreement by Seller pursuant to the Seller’s articles of incorporation and bylaws or the governing or organizational documents of any Subsidiary of Seller; provided, that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Indemnified Party is not entitled to indemnification under applicable law as effect on the date of this Agreement or the Seller’s articles of incorporation and bylaws.
Officers’ and Directors’ Indemnification and Insurance. (a) For a period of six years following the Effective Time, Buyer shall, to the fullest extent permitted by applicable law and the Seller’s Articles of Incorporation and Code of Regulations, indemnify, defend and hold harmless, and provide advancement of expenses to, each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, a Seller Director or a Seller Officer (each, an “IndemnifiedParty”) against all costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of actions or omissions occurring on or prior to the Effective Time (including, without limitation, matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time; provided that any determination required to be made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under applicable law for indemnification shall be made by the court in which the claim, action, suit or proceeding was brought or by independent counsel (which shall not be counsel that provides material services to Buyer) selected by Buyer and reasonably acceptable to such Indemnified Party.
Officers’ and Directors’ Indemnification and Insurance. (a) After the Effective Time, the Company Surviving Corporation, the Properties Surviving Corporation and Parent shall indemnify and hold harmless, as and to the full extent permitted by applicable Law, each present or former director or officer of the La Quinta Entities or the La Quinta Subsidiaries (each, an “Indemnified Party”) with respect to acts and omissions arising out of or relating to their services as a director or officer of the La Quinta Entities or La Quinta Subsidiaries prior to the Effective Time, including, without limitation, the negotiation, execution or performance of this Agreement or any transactions contemplated hereby. If any Indemnified Party is or becomes involved in any Legal Action in connection with any matter occurring prior to or at the Effective Time, (A) the Company Surviving Corporation, Properties Surviving Corporation and Parent shall promptly pay reasonable legal fees and expenses as incurred in advance of the final disposition of any Legal Action to each Indemnified Party to the full extent permitted by Law and (B) the Indemnified Parties may retain counsel satisfactory to them, and Parent, the Company Surviving Corporation and the Properties Surviving Corporation, shall pay such reasonable fees and expenses of such counsel for the Indemnified Parties within thirty (30) days after statements therefor are received; provided, however, that none of the Company Surviving Corporation, the Properties Surviving Corporation or Parent shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided further, that none of the Company Surviving Corporation, Properties Surviving Corporation or Parent shall be obligated under this Section 7.6(a) to pay the fees and expenses of more than one counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in any jurisdiction with respect to any single Legal Action except to the extent that two or more of such Indemnified Parties shall have conflicting interests in the outcome of such action; and provided further, that the Company Surviving Corporation, the Properties Surviving Corporation and Parent shall have no obligation hereunder to any Indemnified Party unless, in connection with such Legal Action, Parent, the Company Surviving Corporation and Properties Surviving Corporation, if and to the extent required by the DGCL, receive, as applicable, an undertaking by or on behal...
Officers’ and Directors’ Indemnification and Insurance. From and after the Effective Time, Xxxxxx shall cause the Company (or its successor) (a) to indemnify the current and former directors and officers of the Company and the Company Subsidiaries to the fullest extent to which the Company is required to indemnify such officers and directors under its charter, by-laws and applicable Law for a minimum period of six years following the completion of the Offer, and (b) cause the Company or any successor to maintain (or replace with an equivalent) directors’ and officers’ insurance offering coverage not less advantageous to the directors and officers in effect on the date hereof, covering claims made prior to or within six years after the Expiry Time; alternatively, the Offeror may purchase as an extension to the Company’s current insurance policies, pre-paid non-cancellable run-off directors’ and officers’ liability insurance providing such coverage on terms comparable to those contained in the Company’s current insurance policies. The provisions of this Section 6.5 are intended to be for the benefit of and will be enforceable by each insured and indemnified party, his or her heirs and legal representatives and shall survive the termination of this Agreement as a result of the occurrence of the Effective Time.
Officers’ and Directors’ Indemnification and Insurance. The parties to this Agreement agree that all rights to indemnification now existing in favor of the directors or officers of SSG and SSGI as provided in their respective Certificate of Incorporation or bylaws or in any indemnification agreement, will survive the Closing and stay in effect in accordance with their respective terms as presently in effect. For a period of three years after the Closing Date, SSG will provide officers' and directors' liability insurance from a sound and reputable insurer in respect of acts or omissions occurring up to and including the
Officers’ and Directors’ Indemnification and Insurance. (a) Buyer agrees that all rights of indemnification existing in favor of the Equityholders, members, employees, agents, directors and officers of any of the Companies as provided in their Organizational Documents, in effect on the date hereof, will survive the Closing and continue in full force and effect for a period of not less than six years from the Closing with respect to matters occurring prior to or at the Closing. For a period of six years from the Closing, Buyer shall use its reasonable best efforts to provide, or cause the
Officers’ and Directors’ Indemnification and Insurance. The parties to this Agreement agree that all rights to indemnification now existing in favor of the directors or officers of SSG and SSGI as provided in their respective Certificate of Incorporation or bylaws or in any indemnification agreement, will survive the Closing and stay in effect in accordance with their respective terms as presently in effect. For a period of three years after the Closing Date, SSG will provide officers' and directors' liability insurance from a sound and reputable insurer in respect of acts or omissions occurring up to and including the Closing Date covering each such person currently covered by SSG's officers' and directors' liability insurance policy on terms with respect to coverage and in an amount (including deductibles) no less favorable than those of such policy in effect on the date hereof. For purposes of this Section, the officers and directors of SSG and SSGI shall be deemed to be third party beneficiaries of this Agreement and each such person shall be entitled to enforce the terms of this Section against SSG to its full extent and seek and obtain remedies from SSG for non-performance of this Section as if such person was a named party to this Agreement.
Officers’ and Directors’ Indemnification and Insurance. (a) Buyer agrees that, for a period of six years following the Closing Date, it will not cause the Company to amend the Company Operating Agreement in a manner which would alter the rights of indemnification existing in favor of the directors and officers of the Company as provided in the Company Operating Agreement in effect on the date hereof with respect to matters occurring prior to the Closing Date; provided, however, that no indemnity shall be available in respect of any Losses as to which any Buyer Indemnitee is entitled to indemnity pursuant to the provisions of Article VIII or Article IX or would be so entitled but for the limitations and restrictions set forth in Sections 9.1(b) and 9.4(c).
Officers’ and Directors’ Indemnification and Insurance. (a) The Offeror shall not do anything, directly or indirectly, to prevent the Company or any of its Subsidiaries from indemnifying and holding harmless and providing advancement of expenses to, all past and present directors and officers of the Company or any of its Subsidiaries (including directors and officers of the general partner or a limited partner of any Subsidiary that is a partnership) to the extent such Persons are lawfully entitled to indemnity from the Company or any of its Subsidiaries or have the right to advancement of expenses by the Company or any of its Subsidiaries pursuant to the CBCA or other applicable corporate or partnership legislation, the Company’s or the Subsidiaries’ articles or by-laws, any partnership agreement relating to a Subsidiary and indemnity agreements for liabilities and obligations of the Company or any of its Subsidiaries and for acts or omissions (including acts or omissions occurring in connection with the approval of this Agreement and consummation of the transactions which are the subject hereof). The Offeror will not (unless it assumes such obligations and gives written notice to the beneficiaries thereof to the extent it has their addresses) wind-up, terminate, dissolve or liquidate the Company or any of its Subsidiaries or otherwise take any other action, where doing so materially adversely affects the ability of the Company or any of such Subsidiaries to satisfy its indemnity obligations referred to in this Section 5.4.
