Director and Officer Liability and Indemnification. (a) Following the Closing, Seller shall renew for a period of at least six (6) years from the Closing Date any directors’ and officers’ liability insurance or fiduciary liability insurance covering the directors and officers of Company or any of its Subsidiaries in effect on the date of this Agreement (each, an “Existing Policy”), which renewal shall provide substantially the same kind and quality of coverage. Seller shall not terminate or agree to terminate any Existing Policy, or fail to renew or pay any premiums due under any Existing Policy unless, in either case, Seller obtains a replacement policy from an insurance carrier with the same or a better credit rating than the insurance carrier under such Existing Policy with benefits and levels of coverage substantially as favorable as such Existing Policy. Seller shall notify Acquiror at least five (5) Business Days prior to terminating or not renewing any Existing Policy and shall provide any documentation reasonably requested by Acquiror to demonstrate Seller’s compliance with the first sentence of this Section 6.1(a). Following the Closing, Seller shall cooperate with, and take all actions reasonably requested by, Acquiror, Company or any of its Subsidiaries, or their respective directors, officers or employees in order to permit such Persons to make and pursue any claims of such Persons under Seller’s insurance policies, to the extent such policies cover directors’ and officers’ liability insurance or fiduciary liability insurance, and Seller shall not take any action to withhold coverage of such Persons.
(b) In the event Seller (or any of its 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 or conveys all or substantially all of its assets to any Person, then, and in each such case, Seller shall purchase a run-off insurance policy to provide similar coverage provided by the insurance policies provided for in Section 6.1(a), which shall cover any remaining portion of the six (6) year period following the Closing Date.
Director and Officer Liability and Indemnification. (a) For a period of six years after the Closing, Buyer shall not, and shall not permit the Company or any of its Subsidiaries to, amend, repeal or modify any provision in the Company’s or any of its Subsidiaries’ certificate or articles of incorporation, bylaws or other equivalent governing documents relating to the exculpation, indemnification or advancement of expenses of any officers and directors (each, a “D&O Indemnified Person”) (unless required by Law), it being the intent of the parties that the officers and directors of the Company and its Subsidiaries shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent of the Law.
(b) In addition to the other rights provided for in this Section 7.03 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause the Company and its Subsidiaries (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law, (i) indemnify and hold harmless (and release from any Liability to Buyer or the Company or any of its Subsidiaries), the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (“D&O Costs”) in respect of any threatened, pending or completed claim, action or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries arising out of acts or omissions occurring on or prior to the Closing (including in respect of
Director and Officer Liability and Indemnification. Without limiting any other rights of the Company’s pre-Closing officers and directors (whether contractual or under applicable law), for a period of three years after the Closing, the Buyer shall not, and shall not permit the Company to amend, repeal or modify any provision in the Organizational Documents or other agreements entered into with any of the Company’s past or present officers or directors relating to the exculpation or indemnification of former officers and directors (unless required by law), it being the intent of the parties that the officers and directors of the Company prior to the Closing shall continue to be entitled to such exculpation and indemnification for claims by third parties (not including the Seller or the Holder) to the fullest extent permitted under applicable law, in particular under laws applicable to indemnification or exculpation. If the Company or any of its successors or assigns (i) shall consolidate with, merge into or amalgamate with any other Person and shall not be the continuing or surviving corporation or entity of such consolidation, merger or amalgamation or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, the Company (or its successor or assign) shall use its best efforts to ensure proper provisions are made so that the successors and assigns of the Company shall assume all of the obligations set forth in this Section 6.3. The provisions of this Section 6.3 are intended for the benefit of each and any current and former officer and director of the Company and his or her heirs and representatives (provided the Seller or, upon its liquidation and dissolution, any single Person appointed by it (and of whom the Seller notifies the Buyer in writing has been appointed) shall act on behalf of any officer or director desiring to enforce the provisions of this Section 6.3), and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have had by contract or otherwise.
Director and Officer Liability and Indemnification. (a) From and after the Closing Date, the Buyer shall cause the Company to reimburse, indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law, the individuals who on or prior to the Closing Date were managers or officers of the Company (collectively, the “D&O Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company at any time prior to the Closing Date. The Buyer agrees that all rights of the D&O Indemnitees to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Closing Date as provided in the respective Organizational Documents of the Company as now in effect shall survive the Closing Date and shall continue in full force and effect in accordance with their terms. The Buyer shall, and shall cause the Company to, (i) for a period of not less than six (6) years from the Closing Date, maintain provisions in the Company’s Organizational Documents relating to the exculpation or indemnification of any of its D&O Indemnitees (unless required by Law) that are no less favorable in the aggregate than such provisions in the Company’s Organizational Documents as of the Closing and (ii) not amend, repeal or otherwise modify such provisions in any material respect that would adversely affect the rights, taken as a whole, of the D&O Indemnitees thereunder, in each case of clauses (i) and (ii), except as required by applicable Law. In addition, Buyer shall cause the Company to pay any expenses (including reasonable attorneys’ fees) of any D&O Indemnitee under this Section 9.1 as incurred to the fullest extent permitted under applicable Law; provided, that the D&O Indemnitee to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law or in the event that it is determined by a court that such D&O Indemnitee did not meet the applicable standard of conduct for indemnification under this Section 9.1(a). Notwithstanding anything to the contrary in this Section 9.1(a) or in any Organizational Document of the Company, from and after the Closing, the Company shall not be required to reimburse, indemnify, defend, or hold harmless, or advance any expenses to, any D&O Indemnitee for an act or omission that (i) was not taken or omitted to be taken in good faith, (ii) was not taken or omitted to be taken in a manner reasonably believed to be in, or not opposed to, the interests ...
Director and Officer Liability and Indemnification. (a) For a period of six years after the Closing, the Buyer shall not, and shall not permit the Company or any of its Subsidiaries to amend, repeal or modify any provision in the Company’s or any of its Subsidiaries’ governing documents, including the Company’s certificate of incorporation and bylaws, relating to the exculpation or indemnification of former officers and directors (unless required by applicable Law), it being the intent of the Parties that the officers and directors of the Company and its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification to the fullest extent permitted under applicable Law.
(b) For a period of six years after the Closing, the Buyer shall, or shall cause the Company and its Subsidiaries to, maintain director and officer liability insurance or a “tail” policy, providing coverage for the individuals who were officers and directors of the Company prior to the Closing and are currently covered by the Company’s or its Subsidiaries’ liability insurance policies with respect to directors and officers comparable to the policy or policies maintained by the Company or its Subsidiaries immediately prior to the Closing for the benefit of such individuals; provided, however, that in no event shall the Buyer be required to expend in the aggregate for such directors’ and officers’ liability insurance, or “tail” policy, an amount in excess of 200% of the annual premium currently paid by the Company or its Subsidiaries for its directors’ and officers’ liability insurance as in effect on the date hereof.
Director and Officer Liability and Indemnification. For a period of six (6) years after the Closing, Buyer shall not, and Buyer shall not permit the Company to amend, repeal or modify any provision in the certificate of incorporation or bylaws (or other organizational documents) of the Company relating to the exculpation or indemnification of any officers and directors (unless required by law), it being the intent of the Parties that the officers and directors of the Company shall continue to be entitled to such exculpation and indemnification to the full extent of the law.
Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing Date, each Buyer Party shall cause the Company to indemnify and hold harmless each present and former director and officer of the Company and its Subsidiaries (the “D&O Indemnified Persons”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or Liabilities of any nature whatsoever (“D&O Costs”), incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted under Legal Requirements; provided, however, that nothing in this Section 7.01(a) shall require the Company to indemnify any D&O Indemnified Person for any D&O Costs that the Company or any of its Subsidiaries would not have been obligated to indemnify such D&O Indemnified Person for prior to Closing.
(b) For a period of six (6) years after the Closing Date, each Buyer Party shall cause to be maintained in effect with respect to the D&O Indemnified Persons any provision in the Company’s or its Subsidiaries’ articles or certificate of incorporation or bylaws (or other organizational documents) relating to the exculpation or indemnification of any officers and directors in effect on the date of this Agreement (unless required by Legal Requirements), it being the intent of the parties that the D&O Indemnified Persons shall continue to be entitled to such exculpation and indemnification.
(c) If the Closing occurs, the Company shall purchase, and each of Buyer and Sellers shall pay one-half of the cost of, a directors’ and officers’ liability insurance “tail” or “runoff” insurance program (the “Tail Policy”) to be in effect until the end of the six-year period commencing as of the Closing Date (and for so long as any indemnification claim is being adjudicated) with respect to actions or omissions occurring prior to the Closing Date (such coverage to be on terms and conditions and for an amount no less favorable to the Company’s and its Subsidiaries’ directors and officers currently covered by such insurance than those of such policy in effect on the date of this Agreement), and each Buyer Party and the Company agrees not to terminate or modify in a manner adverse to the beneficiaries thereof the Tail Policy prior to the sixth anniversary of the...
Director and Officer Liability and Indemnification. (a) From and after the Closing Date, Purchaser shall, or shall cause the Company to indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law (to the extent consistent with the Company’s organizational documents), the individuals who on or prior to the Closing Date were directors, officers, managers, equityholders or employees of the Company or any of its Subsidiaries (collectively, the “D&O Indemnified Parties”) with respect to all acts or omissions by them in their capacities as such or as trustees or fiduciaries of any plan for the benefit of employees of the Company or any of its Subsidiaries or taken at the request of the Company or any Subsidiary at any time prior to the Closing Date. Xxxxxxxxx agrees that all rights of the D&O Indemnified Parties to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Closing Date as provided in the respective governing documents of the Company or any Subsidiary as in effect as of immediately prior to the Closing, and any indemnification agreements or arrangements of the Company or any Subsidiary shall survive the Closing Date and shall continue in full force and effect in accordance with their terms. Purchaser shall not, and shall cause the Company and its Subsidiaries not to, for a period of six (6) years following the Closing, amend or otherwise modify such rights or agreements in any manner that would adversely affect the rights of the D&O Indemnified Parties. In addition, to the extent provided in the certificate of incorporation, bylaws or similar governing documents of the Company or its Subsidiaries, as applicable, as in effect as of immediately prior to the Closing, Purchaser shall, or shall cause the Company to, pay any and all legal and other fees, costs and expenses (including the cost of investigation and preparation) of any D&O Indemnified Party under this Section 8.2, as incurred to the fullest extent permitted under applicable Law (to the extent consistent with the Company’s organizational documents as of the Closing Date), provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Purchaser shall also, or shall cause the Company to, pay all fees, costs and expenses, including attorneys’ fees that may be incurred by a D&O Indemnified Party in enforcing this Section 8.2 or any action involving a D&O Indemnified Party resulting from the Tran...
Director and Officer Liability and Indemnification. For a period of five (5) years after the Closing, Buyer shall not, and shall not permit the Company or any of its Subsidiaries to, amend, repeal or modify any provision in the Company's or any of its Subsidiaries' Certificate of Incorporation or By-laws relating to the exculpation or indemnification of any officers and directors (unless required by law), it being the intent of the parties that the officers and directors of the Company and its Subsidiaries who existed as officers and directors of the Company or its Subsidiaries prior to the Closing shall continue to be entitled to such exculpation and indemnification to the full extent as they receive under those documents prior to the Closing.
Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, the Buyer will not, and will not permit the Company Group to, amend, repeal, or modify any provision in the Company’s or HSW’s articles of incorporation, bylaws, or other equivalent Governing Documents or other agreements in effect on the date hereof and listed on Schedule 6.3(a) relating to the exculpation, indemnification, or advancement of expenses of any current officers and directors (each, a “D&O Indemnified Person”) in any manner that would adversely affect the rights thereunder of such officers and directors (unless required by Law).
(b) Effective as of the Closing Date, the Company Group shall obtain, at the expense of the Sellers (which shall be treated as a Transaction Expense), a non-cancelable tail insurance policy, for a period of six (6) years after the Closing Date, to provide insurance coverage on terms, with respect to coverage scope and exclusions and amount, that are no less favorable than those of such policy in effect on the date hereof for events, acts, or omissions occurring on or prior to the Closing Date for all Persons who were directors or officers of the Company Group on or prior to the Closing Date (the “D&O Tail Policy”); provided, that the Company Group may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to the beneficiaries thereof so long as such substitution does not result in gaps or lapses in coverage with respect to matters occurring prior to the Closing Date.
(c) In the event that all or substantially all of the assets of the Company Group are sold, whether in one transaction or a series of transactions, then the Buyer and the Company Group will, in each such case, ensure that the successors and assigns of the Buyer or the Company Group, as applicable, assume the obligations set forth in this Section 6.3. The provisions of this Section 6.3(c) will apply to all of the successors and assigns of the Company.
