Director and Officer Indemnification and Insurance Sample Clauses

Director and Officer Indemnification and Insurance. (a) From and after the Purchase Date, the Company shall indemnify and hold harmless the individuals who at or prior to the Purchase Date were directors or officers of the Company or subsidiaries of the Company (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries at any time prior to the Purchase Date, to the fullest extent (A) permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable Law. (b) An Indemnitee shall notify the Company in writing promptly upon learning of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought, provided that the failure to provide such notice shall not relieve the Company of its obligations under this Section 4.7 except to the extent that it is materially prejudiced as a result of such failure. The Company shall have the right, but not the obligation, to control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a "Claim") relating to any acts or omissions covered under this Section 4.7 with counsel selected by the Company, which counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be liable for the fees or expenses of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) In the event any Claim is asserted or made, any determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under applicable Law, the applicable Company Charter Documents and Subsidiary Documents as the case may be, shall be made by independent legal counsel selected by the Company and reasonably acceptable to the Indemnitee; provided that nothing in this Section 4.7 shall impair any rights of any current or former director or officer of the Company or such subsidiaries, including pursuant to the respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, u...

Director and Officer Indemnification and Insurance. (a) Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by the Acquired Companies now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of any of the Acquired Companies, as provided in the Organizational Documents of the applicable Acquired Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Section 6.07(a) of the Disclosure Schedules (the “D&O Provisions”), shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) The Company shall, and Buyer shall cause the Acquired Companies to (i) maintain in effect for a period of six (6) years after the Closing Date the current policies of directors’ and officers’ liability insurance maintained by the Company immediately prior to the Closing Date (provided that the Company may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies when compared to the insurance maintained by the Acquired Companies as of the date hereof), or (ii) obtain as of the Closing Date “tail” insurance policies with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). The cost of securing such “tail” insurance policy shall be borne and paid exclusively by Buyer. Notwithstanding the foregoing, in no event shall Buyer be required to expend an amount in excess of 300% of the annual premium currently paid by the Company for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Buyer shall be obligated to obtain a “tail” insurance policy with the greatest coverage available for a cost not exceeding such amount. (c) Effective as of the Closing, Buyer and the Acquired Companies waive any claim relating to and agree not to and to not permit any of their respective Affiliates to bring any acti...

Director and Officer Indemnification and Insurance. (a) For a period of six years after the Closing, Buyer covenants and agrees that it will not, nor will it permit any other Affiliate of the Buyer or any other Person to, amend, repeal or modify (in a manner adverse to the beneficiary thereof) any provision in the Organizational Documents of the Company relating or pertaining to exculpation or indemnification of officers, members and managers thereof with respect to acts and omissions before Closing, it being the intent of the parties hereto that the officers, members and managers of the Company shall continue to be entitled to such exculpation and indemnification to the full extent of applicable Law and the provisions of the Organizational Documents of the Company as currently in effect on the date hereof with respect to such pre-Closing acts and omissions. Notwithstanding anything to the contrary, no Member, Owner or manager of the Company shall be entitled to indemnification for any claims brought by any other Member, Owner or manager of the Company for any acts or omissions in connection with the transactions contemplated by this Agreement. (b) The obligations of Buyer and the Company under this Section 7.8 shall not be terminated or modified in such a manner as to adversely affect the rights of any Person to whom this Section 7.8 applies without the consent of such Person (it being expressly agreed that such Persons shall be third-party beneficiaries of this Section 7.8, each of whom may enforce the provisions of this Section 7.8). (c) In the event Buyer, 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 in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper and appropriate provision shall be made so that the successors and assigns of Buyer or the Company, as the case may be, shall assume all of the obligations set forth in this Section 7.8.

Director and Officer Indemnification and Insurance. (a) Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by either Company now existing in favor of each Person who is now, or has been at any time prior to the Effective Date or who becomes prior to the Closing Date, an officer or director of either Company, as provided in the organizational documents of the applicable Company, in each case as in effect on the Effective Date, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms, until the fifth anniversary of the Closing Date. (b) Each Company shall, and Buyer shall cause each Company to (i) maintain in effect for a period from the Closing Date until the fifth anniversary thereof, if available on commercially reasonable terms, the current policies of directors' and officers' liability insurance maintained by the Companies immediately prior to the Closing Date (provided that the Companies may substitute therefor policies, of at coverage and amounts and terms and conditions that are substantially as advantageous to the directors and officers of the Companies when compared to the insurance maintained by the Companies as of the Effective Date); or (ii) obtain as of the Closing Date "tail" insurance policies with a claims period ending on the fifth anniversary of the Closing Date with at least substantially the same coverage and amounts, and terms and conditions that are substantially as advantageous to the directors and officers of the Companies, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (excluding in connection with this Agreement or the Transactions). All premiums and other fees and costs with respect to maintaining or obtaining (as applicable) such insurance policies described in this Section 6.06(b) shall be borne by the applicable Company. (c) The obligations of Buyer and the Companies under this Section 6.06 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.06 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.06 applies are and shall be intended third-party beneficiaries of this Section 6.06, each of whom may individually enforce the provisions of this Section 6.06). (d) If Buyer, any Company, or any of their respective successors or assigns (i) consolidates wit...

Director and Officer Indemnification and Insurance. (a) The Purchaser agrees that all rights to indemnification, advancement of expenses and exculpation by the Acquired Companies now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of the Acquired Companies, as provided in the Charter Documents of the Acquired Companies, in each case existing on the date of this Agreement for the period prior to and ending upon the Closing, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. (b) Prior to the Closing, the Acquired Companies shall, at the Selling Parties’ sole cost and expense, obtain as of the Closing Date “tail” insurance policies with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of the Acquired Companies, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement) (“D&O Tail Policy”). (c) The obligations of the Acquired Companies under this Section 6.4 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.4 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.4 applies shall be third-party beneficiaries of this Section 6.4, each of whom may enforce the provisions of this Section 6.4). (d) In the event the Purchaser, the Acquired Companies 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 in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of the Purchaser or the Acquired Companies, as the case may be, shall assume all of the obligations set forth in this Section 6.4.

Director and Officer Indemnification and Insurance. Until the sixth (6th) anniversary of the Closing, Buyer agrees that it will cause the Surviving Corporation and each Company Subsidiary (1) not to amend, repeal or modify any agreement entered into between the Company or any Company Subsidiary and any present or former director, manager or officer set forth on Section 5.8 of the Disclosure Schedule, or any provision in the Company’s or any of the Company Subsidiaries’ organizational documents, in each case as in existence on the date hereof, providing for the exculpation, indemnification or advancement of expenses of any present and former director, manager and officer (as applicable) of the Company or the applicable Company Subsidiary (unless and to the extent required by Law), and (2) to continue to indemnify and hold harmless each present and former director, manager and officer (as applicable) of the Company or applicable Company Subsidiary as provided as of the date hereof in the agreements and organizational documents referenced in (1) above. The Company and the Company Subsidiaries shall obtain as of the Closing Date a “tail” insurance policy with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors, managers and officers (as applicable) of the Company and each Company Subsidiary, as the directors and officers insurance policy or policies in effect as of the date of this Agreement, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). The premium for such insurance policy shall be a Company Transaction Expense. The present and former directors, managers and officers of the Company and Company Subsidiaries shall be and are third party beneficiaries of this Section 5.8.

Director and Officer Indemnification and Insurance. At all times during the term hereof, the Company shall indemnify the Executive to the fullest extent permitted by applicable law and shall maintain reasonable and customary directors and officers liability insurance coverage with a reputable and creditworthy carrier in an amount equal to at least $10 million per occurrence.

Director and Officer Indemnification and Insurance. (i) For a period of three (3) years after the Effective Date, FNB shall provide indemnification to the present and former directors, officers, employees and agents of ACB (each, an “Indemnified Party”) to the fullest extent permitted by Section 317 of the California Corporations Code and ACB’s Articles of Incorporation and Bylaws as in effect on the date hereof in respect of matters existing or occurring prior to the Effective Date or after the Effective Date and based on or pertaining to the fact of the Indemnified Party’s service or services as directors, officers, employees or agents of ACB. The parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond to any such claim, action, suit, proceeding or investigation. Without limiting the foregoing, in any case in which approval by FNB is required to effectuate any indemnification, FNB may, in lieu thereof, elect that the determination of any such approval shall be made by independent counsel selected by FNB and approved by the Indemnified Party. (ii) At or prior to the Effective Date, FNB shall use its reasonable efforts (and ACB shall cooperate prior to the Effective Date in these efforts) to purchase a non-rescindable extended reporting period for Seller’s existing directors’ and officers’ liability insurance policy with a duration of at least three (3) years after the Effective Date, provided that, FNB may substitute therefore (A) policies of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous, or (B) with the consent of ACB given prior to the Effective Date, any other policy, with respect to claims arising from facts or events which occurred prior to the Effective Date and covering persons who are currently covered by such insurance; provided, however, that in any case FNB shall not be obligated to make annual premium payments for such a three-year period in respect of such policy (or coverage replacing such policy) which exceed, for the portion related to ACB’s directors and officers, one hundred fifty percent (150%) of the annual premium payments on ACB’s current policy in effect as of the date of this Agreement (the “Maximum Amount”). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, FNB shall use its reasonable efforts to maintain the most advantageous policies of directors’ and officers’ liability insurance obtainable for a prem...

Director and Officer Indemnification and Insurance. (a) All rights to indemnification, advancement of expenses and exculpation by each Group Company now or hereafter existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of such Group Company, as provided in the articles of incorporation or by-laws (or similar organization documents) of such Group Company, in each case as in effect on the date of this Agreement (or in the case of HoldCo, the Closing Date), shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms. HoldCo agrees that at or prior to the Closing it shall enter into an indemnification agreement with each of the Standby Purchaser Designees and each member of the Advisory Board in a form previously agreed to by the parties. (b) Parties hereto agree to maintain in effect for a period of six years after the Closing Date the current policies (or substantially similar policies with the same or increased limits) of directors’ and officers’ liability insurance maintained by each Group Company immediately prior to the Closing Date; provided that each Group Company may substitute therefor policies of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of such Group Company when compared to the insurance maintained by such Group Company as of the date hereof. (c) The obligations of the Parties under this Section 6.8 shall not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.8 applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.8 applies shall be third-party beneficiaries of this Section 6.8, each of whom may enforce the provisions of this Section 6.8).

Director and Officer Indemnification and Insurance. (a) Without limiting any additional rights that any current or former director, manager or officer of the Company or any Company Subsidiary may have under any employment agreement, indemnification agreement or Benefit Plan, Parents agree that all rights to indemnification, advancement of expenses and exculpation by the Company and the Company Subsidiaries existing as of the date hereof in favor of each person who is as of the Effective Date, or who has been at any time prior to the the Effective Date or who becomes prior to the Closing Date, a director, manager or officer of the Company or the Company Subsidiaries, in each case, as provided in the Organizational Documents of the Company or the Company Subsidiaries as of the date hereof, shall survive the Closing Date for a period of six (6) years and shall continue in full force and 1440241.11A-WASSR01A - MSW effect in accordance with their respective terms. From and after the Effective Time, the Surviving LLC and its subsidiaries shall not (and Parents shall cause the Surviving LLC and its subsidiaries not to) amend, repeal or otherwise modify the Charter Documents of the Surviving LLC or any of its subsidiaries for a period of six (6) years after the Effective Time in any manner that would cause the indemnification of and advancement of expenses of former or present managers and officers of the Company to be less favorable than those contained in the Charter Documents of the Company and the Company Subsidiaries as of the date hereof. (b) Prior to the Closing, the Majority Member may cause the Company to, at the Majority Member’s sole cost and expense, obtain as of the Closing Date “tail” insurance policies with a claims period of six (6) years from the Closing Date with respect to the Company’s current directors’ and officers’ liability insurance for acts or omissions occurring prior to the Closing Date. Parents will, and will cause the Surviving LLC to, maintain and keep in full force and effect, and not cancel or change, such “tail” insurance policies in any respect following the Closing Date. (c) The Parties agree that the directors, managers or officers to whom this Section 5.11 applies shall be express intended third-party beneficiaries of this Section 5.11, each of whom may enforce the provisions of this Section 5.11. (d) If either Parent or the Company or any of their respective successors or assigns (i) shall merge or consolidate with or merge into any other Person and shall not be the surviving ...