Officers and Directors Liability Sample Clauses

Officers and Directors Liability. (a) From and after the Closing Date, Purchaser shall cause the Company and the Subsidiaries to: (i) maintain in effect for a period of six (6) years from the Closing Date those provisions (the “Indemnification Provisions”) contained in each of Company’s and/or a Subsidiary’s organizational documents which are in effect on the Closing Date to the extent such provisions provide for the Company or a Subsidiary to indemnify and hold harmless each present or former officer, director, or shareholder or partner of the Company or any Subsidiary or any present or former officer, director, employee, agent or trustee of any Benefit Plan (each, an “Officer”) from and against any losses, claims, damages, liabilities, judgments, costs, expenses (including reasonable attorneys’ fees), fines and settlements in connection with any threatened, pending or completed claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to any action by or omission of such Officer occurring on or prior to the Closing Date whether asserted or commenced prior to, on or after the Closing Date to the full extent required or permitted by the Indemnification Provisions (each, a “D&O Claim”), other than a D&O Claim against any past or present Officer who is a Seller and which such D&O Claim has arisen or arises out of, or has related or relates to, a claim asserted by any other Seller (or such other Seller’s heirs, executors, personal representatives, successors and assigns) with respect to the transactions contemplated by this Agreement (each, a "Released D&O Claim"), all such Released D&O Claims to be released pursuant to the Seller Party Release of each Seller delivered pursuant to Section 4.02(k) at the Closing; (ii) honor such Indemnification Provisions and advance expenses to the Officers in connection with each D&O Claim other than the Released D&O Claims to the full extent required or permitted by the Indemnification Provisions; and (iii) following the Closing obtain, and for a period of six (6) years after the Closing, maintain a tail policy (the “D&O Tail Policy”) to the current director and officer liability insurance policy maintained by the Company and identified in Schedule 2.02(g). (b) The provisions of this Section 5.03 are intended to be for the benefit of, and shall be enforceable by, each of the parties described in this Section 5.03, their heirs and their personal representatives and shall be bindin...
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Officers and Directors Liability. For a period of six (6) years after the Closing Date, Purchasers will cause Purchased Companies to maintain on terms no less favorable than the current terms, and to honor in accordance with such terms, the provisions of the Governing Documents of Purchased Companies as in effect immediately prior to the Closing with respect to exculpation and indemnification of directors, managers, officers, employees and agents of any Purchased Company (including provisions relating to contributions, advancement of expenses and the like), it being the intent of the parties that the officers and directors of Purchased Companies will continue to be entitled to such exculpation, indemnification, and advancement of expense to the fullest extent of the Law. The provisions of this Section 6.2 are (a) intended to be for the benefit of, and will be enforceable by, each Person entitled to indemnification under this Section 6.2, and each such Person’s heirs, legatees, representatives, successors, and assigns (and the parties expressly agree that such Persons will be third-party beneficiaries of this Section 6.2), (b) will survive the consummation of a transaction involving the merger, consolidation or other reorganization of either Purchased Company and continue in full force and effect and binding against the survivor of any such transaction or successor to either Purchased Company, and (c) in addition to, and not in substitution for, any other rights to indemnification that any such Person may have by contract or otherwise. Effective upon the Closing, each Purchased Company hereby waives and releases, on behalf of itself and its Subsidiaries, any claims that such Purchased Company currently has or, in the future, may have against any Seller or any employees or representatives of any Seller for any of such employees’ or representatives’ actions or omissions in his or her capacities as officers or directors of either Purchased Company.
Sample 1
Officers and Directors Liability. For six years after the Closing Date, Purchaser shall cause each Target Company to provide officers’ and directors’ liability tail insurance or other liability insurance covering acts or omissions occurring at or prior to the Closing by each present and former director, manager, officer, employee and agent of such Target Companies, and all present or former directors, officers, employees, agents or trustees of any Benefit Plan, in each case who are currently covered by such Target Company’s existing officers’ and directors’ liability insurance (true and complete copies of which have been made available by the Company to Purchaser) (the “Existing D&O Policies”) on terms no less favorable in terms of coverage and amount than the Existing D&O Policies; provided, that in no event shall Purchaser be required to pay an amount for such insurance under this Section 7.2 that in the aggregate exceeds 150% of the annual premiums payable by the Target Companies for coverage during calendar year 2011 under the Existing D&O Policies (which premiums for such year are hereby represented and warranted by the Company to be $16,296). For six years after the Closing Date, Purchaser shall cause the Target Companies to maintain on terms no less favorable than the current terms, and to honor in accordance with such terms, the provisions of the Target Companies’ respective Governing Documents, as in effect on the date hereof with respect to exculpation and indemnification of directors, managers, officers, employees and agents of the Target Companies (including provisions relating to contributions, advancement of expenses and the like) for acts or omissions occurring at or prior to the Closing.
Sample 1
Officers and Directors Liability. (a) Effective as of the Closing, Purchaser, on behalf of itself and the Purchased Companies and each of their respective successors and assigns, releases and forever discharges each Person who is or was as of the Closing Date a present or former officer, director, or shareholder of any Purchased Company from any and all losses, claims, damages, liabilities, judgments, costs, expenses (including reasonable attorneys’ fees), fines and settlements in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission occurring on or prior to the Closing Date whether asserted or commenced prior to, on or after the Closing Date, other than actions or omissions constituting fraud, intentional misconduct or criminal activity (unless the individual reasonably believed that the individual had no reasonable cause to believe such act or omission was unlawful). (b) The provisions of this Section 4.11 are intended to be for the benefit of, and shall be enforceable by, each of the Persons described in this Section 4.11, his, her or its heirs and his, her or its personal representatives and shall be binding on all successors and permitted assigns of each Purchased Company and Purchaser. Purchaser shall cause the surviving or resulting entity of any merger, consolidation or similar transaction involving any Purchased Company to assume the obligations imposed by this Section 4.11.
Sample 1
Officers and Directors Liability. No officer or director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director or officer, whether or not he continues to be such officer or director at the time when any such liability is asserted; provided, however, that the liability of a director of officer of the corporation shall not be eliminated or limited (a) for any breach of the director's or officer's duty of loyalty to the corporation or its shareholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a known violation of law, (c) for liability under Louisiana Revised Statutes 12:92(D), or (d) for any transaction from which the director or officer derived an improper personal benefit.
Sample 1

Related to Officers and Directors Liability

  • Officers and Directors No person is serving or acting as an officer, trustee or investment adviser of the Fund except in accordance with the provisions of the 1940 Act and the Rules and Regulations and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules and regulations of the Commission promulgated under the Advisers Act (the “Advisers Act Rules and Regulations”). Except as disclosed in the Registration Statement, each preliminary prospectus and the Prospectus (or any amendment or supplement to any of them), no trustee of the Fund is (A) an “interested person” (as defined in the 0000 Xxx) of the Fund or (B) an “affiliated person” (as defined in the 0000 Xxx) of any Underwriter.

  • Directors and Officers Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit.

  • Indemnification of Officers and Directors (a) From the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, each of Parent and the Surviving Corporation, jointly and severally, shall indemnify and hold harmless 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 director, officer, fiduciary or agent of Parent or the Company and their respective Subsidiaries, respectively (the “D&O Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the D&O Indemnified Party is or was a director, officer, fiduciary or agent of Parent or of the Company, whether asserted or claimed prior to, at or after the Effective Time, in each case, to the fullest extent permitted under applicable Law. Each D&O Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Corporation, jointly and severally, upon receipt by Parent or the Surviving Corporation from the D&O Indemnified Party of a request therefor; provided that any such person to whom expenses are advanced provides an undertaking to Parent, to the extent then required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification. (b) The provisions of the Organizational Documents of Parent with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of Parent that are set forth in the Organizational Documents of Parent as of the date of this Agreement shall not be amended, modified or repealed for a period of six (6) years from the Effective Time in a manner that would adversely affect the rights thereunder of individuals who, at or prior to the Effective Time, were officers or directors of Parent. The Organizational Documents of the Surviving Corporation shall contain, and Parent shall cause the Organizational Documents of the Surviving Corporation to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers as those set forth in the Organizational Documents of Parent as of the date of this Agreement. (c) From and after the Effective Time, (i) the Surviving Corporation shall fulfill and honor in all respects the obligations of the Company to its D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under the Company’s Organizational Documents and pursuant to any indemnification agreements between the Company and such D&O Indemnified Parties, with respect to claims arising out of matters occurring at or prior to the Effective Time and (ii) Parent shall fulfill and honor in all respects the obligations of Parent to its D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under Parent’s Organizational Documents and pursuant to any indemnification agreements between Parent and such D&O Indemnified Parties, with respect to claims arising out of matters occurring at or prior to the Effective Time. (d) From and after the Effective Time, Parent shall maintain directors’ and officers’ liability insurance policies, with an effective date as of the Closing Date, on commercially available terms and conditions and with coverage limits customary for U.S. public companies similarly situated to Parent. In addition, Parent shall purchase, prior to the Effective Time, a six (6)-year prepaid “tail policy” (the “D&O Tail Policy”) for the non-cancellable extension of the directors’ and officers’ liability coverage of Parent’s existing directors’ and officers’ insurance policies for a claims reporting or discovery period of at least six (6) years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time. During the term of the D&O Tail Policy, Parent shall not take any action following the Effective Time to cause the D&O Tail Policy to be cancelled or any provision therein to be amended or waived in any manner that would adversely affect in any material respect the rights of their former and current officers and directors. (e) From and after the Effective Time, Parent shall pay all expenses, including reasonable attorneys’ fees, that are incurred by the persons referred to in this Section 5.7 in connection with their successful enforcement of the rights provided to such persons in this Section 5.7. (f) All rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Closing, now existing in favor of the current or former directors, officers or employees, as the case may be, of Parent or the Company as provided in their respective Organizational Documents or in any agreement shall survive the Merger and shall continue in full force and effect. The provisions of this Section 5.7 are intended to be in addition to the rights otherwise available to the current and former officers and directors of Parent and the Company by Law, charter, statute, bylaw or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the D&O Indemnified Parties, their heirs and their representatives. (g) From and after the Effective Time, in the event Parent or the Surviving Corporation 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 all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall succeed to the obligations set forth in this Section 5.7. Parent shall cause the Surviving Corporation to perform all of the obligations of the Surviving Corporation under this Section 5.7. The obligations set forth in this Section 5.7 shall not be terminated, amended or otherwise modified in any manner that adversely affects any D&O Indemnified Party, or any person who is a beneficiary under the policies referred to in this Section 5.7 and their heirs and representatives, without the prior written consent of such affected D&O Indemnified Party or other person

  • No Personal Liability of Directors, Officers, Employees and Shareholders No past, present or future director, officer, employee, incorporator or shareholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

  • No Personal Liability of Directors, Officers, Employees and Stockholders No past, present or future director, officer, employee, incorporator or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Indenture or the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

  • Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability No recourse under or upon any obligation, covenant or agreement contained in this Indenture or any indenture supplemental hereto, or in any Security or any coupons appertaining thereto, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer, director or employee, as such, of the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities and the coupons appertaining thereto by the holders thereof and as part of the consideration for the issue of the Securities and the coupons appertaining thereto.

  • Liability for directors, officers or employees You acknowledge and agree not to make any claim personally against any employee, director or officer arising out of the work and services provided under these Terms of Business. This clause does not in any way limit or affect our liability to you as set out below.

  • Officers and Directors of the Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, in each case until their respective successors are duly elected and qualified.

  • Resignation of Officers and Directors Parent shall have received a written resignation from each of the officers and directors of the Company effective as of the Effective Time.

  • Officer and Director Liability Insurance The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses from wrongful acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if Indemnitee is a director; or of the Company’s officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.

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