Indemnification; Directors’ and Officers’ Liability Insurance. Executive shall, after the Termination Date, retain all rights to indemnification under applicable law or under the Company's Certificate of Incorporation or By-Laws, as they may be amended or restated from time to time. In addition, the Company shall maintain Director's and Officer's liability insurance on behalf of Executive, at the level in effect immediately prior to the Termination Date, for the three year period following the Termination Date, and throughout the period of any applicable statute of limitations.
Indemnification; Directors’ and Officers’ Liability Insurance. The Executive shall, after a Change of Control, retain all rights to indemnification under applicable law or under the Company’s Certificate of Incorporation or Bylaws, as they may be amended or restated from time to time. In addition, the Company shall maintain director’s and officer’s liability insurance on behalf of the Executive, at the level in effect immediately prior to the Change in Control, for the five years following the Change in Control.
Indemnification; Directors’ and Officers’ Liability Insurance. The Company shall indemnify the Executive for actions taken by the Executive as an officer, director, employee or agent of the Company and its affiliated companies to the fullest extent permitted by law, and such indemnification shall continue as to the Executive even if the Executive has ceased to be an officer, director or agent, or is no longer employed by the Company, and shall inure in all cases to the benefit of his heirs, executors and/or administrators. The Company will promptly advance to the Executive expenses incurred or to be incurred by him, including without limitation reasonable attorneys’ fees, to defend any indemnification-eligible proceeding prior to its final disposition, after receipt by the Company of a written request from the Executive for such advance, together with documentation reasonably acceptable to the Board or the Company, subject to an undertaking by the Executive to pay back any advanced amounts for which it is determined that the Executive was not entitled to indemnification (provided, however, that the burden of production and persuasion in asserting and demonstrating that the Executive is not entitled to indemnification shall be upon the Company); provided, however, that the Company may decline to advance expenses to the Executive in connection with any claim or proceeding (other than a shareholder derivative action) between the Executive and the Company or its affiliated companies. If the Executive has any knowledge of any actual action, suit or proceeding, whether civil, criminal, administrative or investigative, as to which the Executive may request indemnity under this provision, the Executive shall give the Company prompt written notice thereof. The Company shall be entitled to assume the defense of any such proceeding, and the Executive shall reasonably cooperate with such defense (provided, however, that the Executive shall also have the right to engage his own counsel in any such proceeding, and the reasonable fees and expenses of such counsel shall be borne by the Company as provided hereunder). The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or any affiliates or subsidiaries thereof, as to which the Executive shall have concluded, based upon written advice of legal counsel of the Executive, a copy of which is provided to the Company, that there may be a conflict of interest between the Company (or any subsidiary or affiliate thereo...
Indemnification; Directors’ and Officers’ Liability Insurance. During the Term and thereafter, the Company shall indemnify and hold harmless the Executive and his heirs and representatives as, and to the extent, provided in the Company’s by-laws. During the Term and thereafter, the Company shall also cover Executive under the Company’s directors’ and officers’ liability insurance on the same basis as it covers other senior executive officers and directors of the Company.
Indemnification; Directors’ and Officers’ Liability Insurance. Executive shall, after the Termination Date, retain all rights to indemnification under applicable law or under Polaroid Certificate of Incorporation or the Polaroid By-Laws, as they may be amended or restated from time to time. In addition, Polaroid shall maintain Director's and Officer's liability insurance on behalf of Executive at the better of the level in effect immediately prior to the Change in Control or the Executive's Termination Date, for the two (2) year period following the Termination Date, and throughout the period of any applicable statute of limitations.
Indemnification; Directors’ and Officers’ Liability Insurance. During the Term and thereafter, the Company shall indemnify and hold harmless the Executive and his heirs and representatives as, and to the extent, provided in the Company’s organizational documents. In addition, the Executive shall be entitled to enter into a form of indemnification agreement on terms and conditions no less favorable than the indemnification agreement entered into between the Company and members of the Board. The Company agrees to continue and maintain a directors and officers’ liability insurance policy covering the Executive to the extent the Company provides such coverage for its other executive officers.
Indemnification; Directors’ and Officers’ Liability Insurance. The Company shall indemnify the Executive for actions taken by the Executive in connection with the performance of her duties hereunder pursuant to the governing documents of the Company. During the Employment Term and for three years thereafter, the Company shall cover the Executive under its directors’ and officers’ liability insurance policy if issued to the same extent that it covers its other officers and directors. Nothing herein shall be construed to limit any indemnification to which the Executive may be entitled by virtue of being an employee.
Indemnification; Directors’ and Officers’ Liability Insurance. In addition to any rights to indemnification to which you may be entitled under the Company’s and/or Parent’s governing documents or other agreement, the Company and/or Parent (as applicable) shall indemnify you at all times during and after your employment terminates for any reason to the maximum extent permitted under applicable law, including its provisions regarding advancement of costs and attorneys’ fees, in connection with any action, suit, investigation or proceeding based in whole or in part upon your actions, inaction, or status as an employee, officer, or director of any member of the Novocure Group, except to the extent it is finally determined by a court of competent jurisdiction that you are either not entitled to indemnification hereunder or otherwise or that any such action or inaction by you that gave rise to any such action, suit, investigation or proceeding arose out of your own gross negligence, willful misconduct or fraud. The Company and/or Parent shall maintain directors and officers liability insurance in Xx. Xxxxxxxxxxx September 1, 2020 commercially reasonable amounts (as reasonably determined by the Board or the Parent Board (as applicable)), and you shall be covered under such insurance to the same extent as any other senior executives of the Company and/or the Novocure Group, both during employment and thereafter while potential liability exists. [Remainder of page intentionally blank] We hope that you find the foregoing terms and conditions acceptable. You may indicate your agreement with the terms and conditions set forth in this Agreement by signing the enclosed duplicate original of this Agreement and returning it to me. We look forward to your employment with the Company. Very truly yours, By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO Dated: August 12, 2020 Accepted and Agreed: Wilhelmus X.X. Xxxxxxxxxxx Dated: August 12, 2020
1. RELEASE AGREEMENT
Indemnification; Directors’ and Officers’ Liability Insurance. As and to the extent provided in the Company’s bylaws, Executive will be entitled to the indemnification provided to other executive officers and directors of the Company. In addition, the Company agrees to include Executive as a covered person on a directors’ and officers’ liability insurance policy or policies covering Executive to the same extent that the Company provides such coverage for its other executive officers and directors.
Indemnification; Directors’ and Officers’ Liability Insurance. (a) From and after the Effective Time, each of Parent and the Surviving Corporation agrees that it will indemnify and hold harmless each director and officer of the Company or any of its Subsidiaries (in each case, when acting in such capacity) holding such office immediately prior to the Effective Time (the “Covered Persons”), against any Losses (subject to Section 9.5(d) and the provisos of Section 9.5(c)) incurred in connection with any Action, arising out of matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law and the Company Certificate or the Company by laws in effect on the date hereof to indemnify such Person (and Parent or the Surviving Corporation also shall advance expenses as incurred to the fullest extent permitted by applicable Law, provided the Covered Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Covered Person is not entitled to indemnification); and provided, further, that any determination required to be made with respect to whether an officer’s or director’s conduct complies with the standards set forth under applicable Law and the Company’s certificate of incorporation and bylaws in effect on the date hereof shall be made by independent counsel selected by the Surviving Corporation or Parent, as the case may be.
(b) The Company and Parent agree that all rights to indemnification, advancement of expenses and exculpation now existing in favor of each individual who, as of the Effective Time, is a present or former director or officer of the Company (the “D&O Covered Persons”) as provided in the Company Certificate and the Company By-laws, in effect as of the date hereof, shall, with respect to matters occurring prior to the Effective Time, survive the Merger and continue in full force and effect after the Effective Time. Until the sixth anniversary of the Effective Time or, if any Actions are then pending against any D&O Covered Person, such later date as such Action is no longer pending and is finally resolved, the Certificate of Incorporation and By-laws of the Surviving Corporation shall, with respect to matters occurring prior to the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of the D&O Covered Persons than ar...
