Officers’ and Directors’ Insurance and Indemnification. (a) The Purchaser shall, or shall cause the Acquired Company to purchase, or at the Sellers’ option, the Acquired Company shall arrange prior to the Closing to purchase, and in each case the Purchaser shall pay for, for the period from the Closing Date until six (6) years after the Closing Date, a tail directors’ and officers’ liability insurance policy providing coverage for the present and former directors and officers of the Acquired Company and the Subsidiary with respect to any claims arising from facts or events that occurred on or prior to the Closing (including in connection with this Agreement or the transactions contemplated hereby or under the other Transaction Documents) on terms comparable to those contained in the current insurance policy of the Acquired Company and the Subsidiary, provided that the premiums payable for such insurance do not exceed 200% of the premiums currently payable by the Acquired Company and the Subsidiary for such directors’ and officers’ liability insurance; provided, further, that in the event such premiums exceed 200% of the premiums currently payable, the Purchaser shall or shall cause the Acquired Company, or, at the Sellers’ option, the Acquired Company shall arrange prior to the Closing, to purchase such insurance up to the amount that can be purchased with a premium at such 200% level.
(b) From and after the Closing Date, the Purchaser shall cause the Acquired Company (or any successor(s)) to, until the sixth (6th) anniversary of the Closing Date (or, in the case of clause (ii), for so long thereafter as any claim for indemnification asserted on or prior to such date has not been finally adjudicated) (i) keep and not amend, modify or repeal any provision of the current indemnity agreements in place for the current directors and officers of the Acquired Company, (ii) indemnify the current and former directors and officers of the Acquired Company to the fullest extent to which the Acquired Company are permitted to indemnify such officers and directors with respect to any claims arising from facts or events that occurred on or prior to the Closing (including in connection with this Agreement or the transactions contemplated hereby or under the other Transaction Documents), and (iii) except to the extent required by Law, not take any action so as to amend, modify or repeal the provisions for indemnification of directors, officers or employees contained in the organizational documents of any of the Acquired Company ...
Officers’ and Directors’ Insurance and Indemnification. YPNT shall maintain ---------------------------------------------------- officers and directors insurance in amounts deemed necessary by Company and the Directors of YPNT (in no event shall said insurance be less than $2.5 million dollars in face amount) such that YPNT will indemnify Company and its officers, agents and employees against any and all 3rd party claims made against Company as more fully identified in YPNT's Bylaws and Articles of Incorporation, attached hereto and made part of this agreement herein by reference.
Officers’ and Directors’ Insurance and Indemnification. (a) In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including 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 of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries or who is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another Person (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 or officer of the Company or any of its Subsidiaries or (ii) this Agreement or any of the transactions contemplated hereby, 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 after the Effective Time, the Surviving Corporation and the Buyer shall indemnify and hold harmless each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorney’s fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party upon receipt of any undertaking required by applicable law), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation to the fullest extent that the Company would have been permitted under the CBCA and the articles of incorporation and the bylaws of the Company in effect immediately prior to the Effective Time. The obligations of the Surviving Corporation and the Buyer under this Section 6.10(a) shall continue in full force and effect for a period of three (3) years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim.
(b) The Surviving Corporation and the Buyer shall cause, or shall cause one of their respective Subsidiaries to cause, the persons serving as officers and directors of the Company or any of its Subsidiaries immediately prior to the Effective Time to be covered for a period of three years from ...
Officers’ and Directors’ Insurance and Indemnification. (a) From and after the Effective Time, the Offeror agrees that for the period from the Effective Time until six years after the Effective Time, the Offeror will, or will cause the Company or any successor to the Company (including a successor that results from the winding-up, dissolution or liquidation of the Company), to maintain the Company’s current directors’ and officers’ liability insurance policy or a reasonably equivalent policy, subject in either case to terms and conditions no less advantageous to the directors and officers of the Company and the Company Subsidiaries than those contained in the policy in effect on the date hereof, for all present and former directors and officers of the Company and the Company Subsidiaries covering claims made prior to or within six years of the Effective Time. Alternatively, prior to the Effective Time, the Company may purchase run-off directors’ and officers’ liability insurance for a period of six years after the Effective Time and, in such event, none of the Offeror or the Company or any Company Subsidiaries will have any further obligation under this Section 8.5.
(b) The Company and Offeror agree that all rights to indemnification existing in favour of the present and former directors and officers of the Company (the “Indemnified Parties”) pursuant to the constating documents of the Company or the Company Subsidiaries, or in contracts or agreements between such Indemnified Parties and the Company or the Company Subsidiaries and disclosed in the Additional Disclosure Materials shall survive and shall continue in full force and effect, without modification, with respect to acts or omissions of the Indemnified Parties occurring prior to the Effective Time, for a period of not less than the limitation period applicable under the statutes of limitation applicable to such matters, and the Offeror shall cause the Company or the applicable Company Subsidiaries, or their respective successors, to honour such rights of indemnification.
(c) The provisions of this Section 8.5 are intended for the benefit of, and shall be enforceable by, each insured or indemnified person and his heirs and legal representatives and, for such purpose, the Company hereby confirms that it is acting as agent and trustee on their behalf.
Officers’ and Directors’ Insurance and Indemnification. From and after the Effective Date, Barrick agrees that for the period from the Expiry Time until six years after the Expiry Time, Barrick will cause Placer Dome or any successor to Placer Dome to maintain Placer Dome's current directors' and officers' insurance policy or a policy reasonably equivalent subject in either case to terms and conditions no less advantageous to the directors and officers of Placer Dome than those contained in the policy in effect on the date hereof ("Equivalent Insurance"), for all present and former directors and officers of Placer Dome and the Placer Dome Subsidiaries, covering claims made prior to or within six years after the Expiry Time. Alternatively, Placer Dome or Barrick may purchase as an extension to Placer Dome's current insurance policies, pre-paid non-cancellable run-off directors' and officers' liability insurance providing such coverage for such persons on terms comparable to those contained in Placer Dome's current insurance policies. Placer Dome reasonably estimates the purchase price of any such policy which may be purchased by Placer Dome prior to the Effective Time to be approximately $4.5 million. From and after the Effective Date, Barrick shall, and shall cause Placer Dome (or its successor) to, indemnify the current and former directors and officers of Placer Dome and the Placer Dome Subsidiaries to the fullest extent to which Barrick and Placer Dome are permitted to indemnify such officers and directors under their respective articles, by-laws, applicable Law and contracts of indemnity.
Officers’ and Directors’ Insurance and Indemnification. Rio Tinto agrees that for the period from the Effective Time until seven years after the Effective Time, Rio Tinto will cause Alcan or any successor to Alcan to maintain Alcan's current directors' and officers' insurance policies or policies reasonably equivalent subject in either case to terms and conditions no less advantageous to the directors and officers of Alcan than those contained in the policy in effect on the date hereof, for all present and former directors and officers of Alcan and the Alcan Subsidiaries, covering claims made prior to or within seven years after the Effective Time. Alternatively, at the discretion of Rio Tinto, Rio Tinto may cause Alcan to purchase as an extension to Alcan's current insurance policies, pre-paid, non-cancellable run-off directors' and officers' liability insurance providing such coverage for such persons on terms no less advantageous to those contained in Alcan's current insurance policies. From and after the Effective Date, Rio Tinto shall cause Alcan to indemnify the current and former directors and officers of Alcan and the Alcan Subsidiaries to the fullest extent to which Alcan is permitted to indemnify such officers and directors under applicable Law.
Officers’ and Directors’ Insurance and Indemnification. (a) From and after the Effective Time, Yamana agrees that for the period from the Effective Time until six years after the Effective Time, Yamana will cause Meridian or any successor to Meridian to maintain Meridian’s current directors’ and officers’ insurance policy or a policy reasonably equivalent subject in either case to terms and conditions no less advantageous to the directors and officers of Meridian than those contained in the policy in effect on the date hereof (“Equivalent Insurance”), for all present and former directors and officers of Meridian and the Meridian Subsidiaries. Alternatively, Meridian or Yamana may purchase as an extension to Meridian’s current insurance policies, run-off insurance providing such coverage for such persons on terms comparable to those contained in Meridian’s current insurance policies.
(b) Yamana agrees that all rights to indemnification or exculpation existing in favour of the directors or officers of Meridian or any subsidiary of Meridian as at the date of the Confidentiality Agreement (the “Meridian D&O Rights”) as provided in Meridian’s articles or by-laws or as disclosed in writing to Yamana shall survive the transactions contemplated hereby and shall continue in full force and effect for a period of not less than six years from the Effective Time. For a period of six years from the Effective Time, Yamana will, or will cause Meridian to, perform the obligations of Meridian under the Meridian D&O Rights.
(c) From and after the Effective Time, Yamana agrees that it will cause Meridian to satisfy all existing contractual commitments between Meridian and any of its officers, directors or employees with respect to any bonus, target bonus, profit sharing, incentive, salary or other compensation, equity based award, pension, retirement, deferred compensation, severance, change in control, employment or other employee benefit plan, agreement, award or arrangement for the benefit or welfare of any officer, director or employee, or similar rights or other benefits in existence as of the date of this Agreement.
Officers’ and Directors’ Insurance and Indemnification. (a) The parties agree that, notwithstanding any other provision of this Agreement, the Offeror or Offeror's Parent may secure non-cancellable prepaid officers' and directors' liability insurance covering the officers and directors of the Company and its Subsidiaries on a six year "trailing" or "run-off" basis on terms no less favourable (as determined by the parties acting reasonably), to the extent available on reasonable commercial terms and permitted by law, to such persons than such insurance maintained in effect by the Company on the date hereof in terms of similar coverage and amounts (such insurance, the "Run-Off Coverage").
(b) If a policy described in section 3.5(a) is not obtained (or evidence reasonably satisfactory to the Company that the Offeror or Offeror's Parent has made arrangements to secure such policy is not provided to the Company) by Offeror and Offeror's Parent at a time no later than 48 hours (not counting Saturdays, Sundays and holidays) prior to the expiry time of the Offer, the Company may secure Run-Off Coverage prior to the time that the Offeror first takes up and pays for Common Shares under the Offer.
(c) If neither the policy described in section 3.5(a) nor section 3.5
(b) is obtained, then for six years after the Offeror takes up and pays for Common Shares under the Offer, the Offeror and Offeror's Parent shall cause the Company and any successor to the Company (or in the event the Company's existence is terminated, Offeror's Parent) to maintain the Company's current officers' and directors' liability insurance, or equivalent insurance covering the current officers and directors of the Company and its Subsidiaries with respect to actions and omissions occurring prior to the date of their resignations in such amounts, and with such deductibles, retained amounts, coverages and exclusions and otherwise on terms and conditions no less advantageous or favourable to such persons than such insurance in effect by the Company on the date that the Offeror takes up and pays for Common Shares under the Offer.
(d) The Offeror and Offeror's Parent shall cause the Company and its Subsidiaries to continue to indemnify to the maximum extent contemplated law or by the Articles of the Company and constating documents of the Subsidiaries of the Company or indemnification agreements to which the Company or its Subsidiaries are a party such persons who are now or will be entitled on the date the Offeror takes up and pays for Common Shares under ...
Officers’ and Directors’ Insurance and Indemnification. It is agreed that on and after the Closing Date, the Surviving Corporation shall, to the extent permitted by applicable law, continue unamended the current provisions of Acquisition's Certificate of Incorporation and By-laws concerning the indemnification of officers and directors. The directors of GMC by their approval of this Agreement agree that they waive, and will not assert, any claims for indemnification which they may have against the Surviving Corporation to the extent of any increase after the Closing Date in the market value of the business of the Surviving Corporation. Notwithstanding the foregoing, nothing herein shall constitute or be deemed a waiver of any claims of such directors for indemnification to the extent that such claims are covered by GMC's directors' and officers' liability insurance.
Officers’ and Directors’ Insurance and Indemnification. Prior to the Closing Date, the Company shall obtain a prepaid extended reporting period or tail policy insuring the current and former officers or directors of the Company (the “D&O Indemnified Persons”) under the current program of directors’ and officers’ liability insurance maintained by the Company which shall be effective commencing with the Closing Date and ending six (6) years thereafter and which shall afford coverage for actual or alleged acts or omissions occurring at, during or prior to the Closing Date including with respect to the Transactions (including the Mergers) (the “D&O Tail Insurance”). Parent will cause the Surviving Entity to enforce the D&O Tail Insurance upon request of the D&O Indemnified Persons and will not allow the Surviving Entity to cancel the D&O Tail Insurance during its term. The provisions of this Section 5.5 shall be enforceable by each D&O Indemnified Person and the Surviving Entity shall, and Parent shall cause the Surviving Entity or its successors to, pay all costs and expenses (including reasonable attorneys’ fees) incurred by any D&O Indemnified Person (or his or her heirs, personal representatives, successors or assigns) in any legal action brought by such Person that is successful to enforce the obligations of Parent or the Surviving Entity or its successors under this Section 5.5. The obligations of Parent and the Surviving Entity and its successors under this Section 5.5 shall not be terminated, amended or otherwise modified in such a manner as to materially and adversely affect any D&O Indemnified Person (or his or her heirs, personal representatives, successors or assigns) without the prior written consent of such D&O Indemnified Person (or his or her heirs, personal representatives, successors or assigns, as applicable).