Officers' and Directors' Insurance; Indemnification. (a) For six (6) years from and after the Effective Time, Cascade shall maintain officers’ and directors’ liability insurance covering the persons who are presently covered by Home’s current officers’ and directors’ liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to the terms of said current policy and with an insurance carrier reasonably acceptable to Home, provided that it shall not be required to expend in the aggregate during the coverage period more than an amount equal to 200% of the annual premium most recently paid by Home (the “Insurance Amount”) to maintain or procure insurance coverage pursuant hereto, and further provided that if Cascade is unable to maintain or obtain the insurance called for by this Section 6.6(a), Cascade shall use commercially reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount which may be in the form of tail coverage, or may request Home to obtain such tail coverage at Cascade’s expense prior to the Closing Date; provided, further, that officers and directors of Home or its Subsidiaries may be required to make application and provide customary representations and warranties to Cascade’s insurance carrier for the purpose of obtaining such insurance.
(b) For a period of six (6) years from and after the Effective Date, Cascade shall, and shall cause its Subsidiaries to, maintain and preserve the rights to indemnification of Home’s and its Subsidiaries’ officers, employees, directors and agents to the maximum extent permitted by any of the Home Articles, Home Bylaws, the governing documents of Home’s applicable Significant Subsidiaries, and applicable law with respect to indemnification for liabilities and claims arising out of acts, omissions, events, matters or circumstances occurring or existing prior to the Effective Time, including the Merger, to the extent such rights to indemnification are not in excess of that permitted by applicable state or federal laws or Regulatory Agencies.
(c) In connection with the indemnification provided pursuant to Section 6.6(b), Cascade and/or a Cascade Subsidiary (i) will advance expenses, promptly after statements therefor are received, to each such indemnified person to the fullest extent permitted by law and Regulatory Agencies (provided the individual to whom expenses are advanced provides an unde...
Officers' and Directors' Insurance; Indemnification. (a) The Company shall indemnify and hold harmless, and, after the Effective Date, the Surviving Corporation and the Parent shall indemnify and hold harmless, each present and former director and officer of the Company (the "Indemnified Parties") against any expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Indemnified Party in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative to which such Indemnified Party was made, or threatened to be made, a party by reason of the fact that such Indemnified Party was or is a director, officer, employee or agent of the Company, or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture trust or other enterprise and which arises out of or pertains to any action or omission occurring prior to the Effective Date (including, without limitation, any which arise out of or relate to the transactions contemplated by this Agreement) to the full extent permitted under the Delaware Law (and the Company or the Surviving Corporation and the Parent, as the case may be, will advance expenses to each such person to the full extent so permitted); provided, that any determination required to be made with respect to whether an Indemnified Party's conduct complied with the standards set forth in the Delaware Law shall be made by independent counsel selected by such Indemnified Party and reasonably satisfactory to the Company or the Surviving Corporation and the Parent, as the case may be (which shall pay such counsel's fees and expenses). In the event any such claim, action, suit, proceeding or investigation if brought against any Indemnified Party (whether arising before or after the Effective Date), (a) the Company (or the Parent and the Surviving Corporation after the Effective Date) shall retain counsel for the Indemnified Parties reasonably satisfactory to them, (b) the Company (or the Surviving Corporation and the Parent after the Effective Date) shall pay all fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, and (c) the Company (or the Surviving Corporation and the Parent after the Effective Date) will use its reasonable best efforts to assist in the vigorous defense of any such matter, provided, that neither the Company, the Surviving C...
Officers' and Directors' Insurance; Indemnification. The Surviving Corporation will, (i) for a period of three years commencing at the Effective Time, maintain all rights to indemnification now existing in favor of the directors and officers of the Company as provided in the Company's Certificate of Incorporation or By-Laws, with respect to acts and omissions occurring prior to the Effective Time; provided, however, that the Surviving Corporation will not be liable for any settlement effected without its consent; and (ii) for a period of three years commencing at the Effective Time, use its reasonable best efforts to maintain a policy or policies of directors' and officers' liability insurance covering directors and officers of the Company and having such terms no less favorable than the policies presently maintained by the Company on the date of this Agreement (true and correct copies of which have been delivered to Terremark) with respect to acts and omissions occurring prior to the Effective Time; provided further that such insurance coverage shall continue to be available and provided that the annual premium therefor shall not exceed $110,000 (the "Maximum Amount") to maintain or procure such insurance coverage; and provided further that if the Surviving Corporation shall be unable to maintain or obtain such insurance coverage as called for by this Section 3.9(ii), the Surviving Corporation will maintain or obtain, for the remainder of such three year period, as much comparable insurance as shall be available for the Maximum Amount.
Officers' and Directors' Insurance; Indemnification. (a) For six years from and after the Effective Time, HomeTrust shall maintain officers' and directors' liability insurance covering the persons who are presently covered by Jefferson's current officers' and directors' liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to the terms of said current policy, provided that it shall not be required to expend, on an annual basis, during the coverage period more than an amount equal to 200% of the annual premium most recently paid by Jefferson (the “Insurance Amount”) to maintain or procure insurance coverage pursuant hereto, and further provided that if HomeTrust is unable to maintain or obtain the insurance called for by this Section 6.6(a), HomeTrust shall use commercially reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount. At Jefferson’s option, Jefferson may, in lieu of the foregoing, (or, if requested by HomeTrust, Jefferson shall) purchase prior to the Effective Time, a prepaid "tail" policy providing single limit equivalent coverage to that described in the preceding sentence for a premium cost not to exceed 450% of the current annual premium for such insurance. If such “tail” prepaid policy has been obtained by Jefferson prior to the Effective Time, HomeTrust shall cause such policy to be maintained in full force and effect, for its full term, and shall cause all obligations thereunder to be honored by the Surviving Company and no other party shall have any further obligation to purchase or pay for insurance hereunder. The officers and directors of Jefferson or its Subsidiaries may be required to make application and provide customary representations and warranties to HomeTrust's insurance carrier for the purpose of obtaining such insurance.
(b) From and after the Effective Time, HomeTrust shall indemnify and hold harmless each person who is now, or who has been at any time before the date of this Agreement, or who becomes before the Effective Time, a director or officer of Jefferson (each, a “Jefferson Indemnified Party”) against all losses, claims, damages, costs, expenses (including reasonable attorneys’ fees), liabilities or judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of HomeTrust, which consent shall not be unreasonably withheld) of or in connection wi...
Officers' and Directors' Insurance; Indemnification. (a) For five years from and after the Effective Time, Buyer shall maintain officers' and directors' liability insurance covering the Persons who are presently covered by Seller's current officers' and directors' liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are substantially equivalent to the terms of Seller’s current policy, provided that it shall not be required to expend in the aggregate during the coverage period more than an amount equal to 125% of the annual premium most recently paid by Seller (the "Insurance Amount"), to maintain or procure insurance coverage pursuant hereto, and further provided that if Buyer is unable to maintain or obtain the insurance called for by this Section 6.8(a), Buyer shall obtain as much comparable insurance as is available for the Insurance Amount which may be in the form of tail coverage, or may request Seller to obtain such tail coverage at Buyer's expense prior to the Effective Time; provided, further, that officers and directors of Seller and/or Seller Bank may be required to make application and provide customary representations and warranties to Buyer's insurance carrier for the purpose of obtaining such insurance.
(b) For a period of five years from and after the Effective Time, Buyer shall indemnify, defend and hold harmless each Person who is now, or who has been at any time before the date hereof or who becomes before the Effective Time, an officer or director of Seller or Seller Bank (each an "Indemnified Party") against all liabilities, costs or expenses (including attorney's fees), judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of Buyer, which consent shall not be unreasonably withheld) in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, or administrative (each a "Claim"), in which an Indemnified Party is, or is threatened to be made, a party by reason of the fact that he or she is or was a director or officer of Seller or Seller Bank, if such Claim pertains to any matter or fact occurring at or before the Effective Time (including the Cash-Out Merger), regardless of whether such Claim is asserted or claimed before, or at or after the Effective Time but only within three years after the Effective Time, to the fullest extent permitted by Seller’s and Seller Bank’s articles or certificate of incorporat...
Officers' and Directors' Insurance; Indemnification. If during the three year-period following the Effective Time of the Merger, any person who is or was a director of IPF or the Surviving Corporation and any person who, while a director or officer of IPF or the Surviving Corporation, is or was serving at the request of IPF or the Surviving Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise (a "Director"), is, or is threatened to be, made a named defendant or respondent in a Proceeding (as defined below) because the person is or was a Director, then the Surviving Corporation shall indemnify such person against all judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the person in connection with the Proceeding if it is determined that the person:
(a) conducted himself in good faith;
(b) reasonably believed: (i) in the case of conduct in his official capacity as a director of IPF or the Surviving Corporation, that his conduct was in IPF's or the Surviving Corporation's best interests; and (ii) in all other cases, that his conduct was at least not opposed to its best interests; and
(c) Except to the extent permitted by the next succeeding sentence, a Director shall not be indemnified under this Section 5.11 by the Surviving Corporation in respect of a proceeding (i) in which the person is found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the person's official capacity; or (ii) in which the person is found liable to IPF or the Surviving Corporation.
Officers' and Directors' Insurance; Indemnification. (a) For six years after the Effective Time COFI shall maintain officers' and directors' liability insurance covering the persons who are presently covered by St. Paul's current officers' and directors' liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring at or prior to the Effective Time, on terms which are at least as favorable as the terms of said current policy, provided that it shall not be required to expend in the aggregate during the coverage period more than an amount equal to 300% of the annual premium most recently paid by St. Paul (xxe "Insurance Amount") to maintain or procure insurance coverage pursuant hereto, and further provided that if COFI is unable to maintain or obtain the insurance called for by this Section 6.12(a), COFI shall use its reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount; provided, further, that officers and directors of St. Paul xx any of its Subsidiaries may be required to make application and provide customary representations and warranties to COFI's insurance carrier for the purpose of obtaining such insurance.
(b) From and after the Effective Time, COFI shall, and shall cause its Subsidiaries to, maintain and preserve the rights to indemnification of officers and directors provided for in the Certificate of Incorporation or other charter document (a "Charter") and By-Laws of St. Paul xxx each of its Subsidiaries as in effect on the date hereof with respect to indemnification for liabilities and claims arising out of acts, omissions, events, matters or circumstances occurring or existing prior to the Effective Time, including, without limitation, the transactions contemplated by this Agreement, to the extent such rights to
Officers' and Directors' Insurance; Indemnification. (a) The Company shall purchase, prior to the Effective Time, a prepaid six (6) year "tail" policy providing single limit coverage under its or the Bank’s current officers’ and directors’ liability and insurance policy covering officers and directors of the Company and the Bank for a premium cost not to exceed 300% of the current annual premium for such insurance (the “Insurance Amount”). If such tail policy cannot be obtained for the Insurance Amount, then HomeTrust shall either authorize the Company to purchase such policy for the required premium cost or provide equivalent insurance coverage. The officers and directors of the Company or the Bank may be required to make application and provide customary representations and warranties to the Company's insurance carrier for the purpose of obtaining such insurance.
Officers' and Directors' Insurance; Indemnification. 9.8.1. From and after the date hereof and for six years from the Effective Time, the Surviving Corporation shall use its commercially reasonable best efforts to cause to be maintained in effect XXXX'x current directors' and officers' insurance and indemnification policy or an equivalent policy or policies.
9.8.2. From and after the Closing Date and for six years after the Effective Time, the Surviving Corporation shall not take any action that would change or amend the provisions of any existing indemnification agreements or the Certificate of Incorporation or By-Laws of the Surviving Corporation set forth in Exhibits A and B hereto relating to indemnification, advancement of expenses or limitation of liability in any manner that would adversely affect the rights thereunder of individuals who at or prior to the Effective Time were directors, officers, employees, agents or other representatives of XXXX, PIROD or any of their subsidiaries.
9.8.3. If the Surviving Corporation or any of its successors or assigns (i) reorganizes or consolidates with or merges into any other person and is not the resulting, continuing or surviving corporation or entity of such consolidation or merger, or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision will be made so that the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 9.8.
Officers' and Directors' Insurance; Indemnification. (a) For three (3) years after the Effective Time, Parent and Purchaser shall maintain officers' and directors' liability insurance covering the persons who are presently covered by the Company's officers' and directors' liability insurance policies (copies of which have been delivered to Parent) with respect to actions and omissions occurring prior to the Effective Time, on terms which are not materially less favorable than the terms of such current insurance in effect for the Company on the date hereof provided, however, that in no event shall Parent or the Surviving Corporation be required to expend in excess of 120% of the annual premium currently paid by the Company for such coverage; and provided further, that, if the premium for such coverage exceeds such amount, Parent or the Surviving Corporation shall purchase a policy with the greatest coverage available for such 120% of the aggregate annual premiums paid by the Company in 1999 (which the Company represents will be approximately $47,000 on an annualized basis for 1999).
(b) For three (3) years after the Effective Time, Parent and Purchaser shall maintain the rights to indemnification of officers and directors provided for in the Company's bylaws as in effect on the date hereof, with respect to indemnification for acts and omissions occurring prior to the Effective Time, including without limitation, the transactions contemplated by this Agreement.
