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This excerpt taken from the CVS 8-K filed Aug 13, 2008. Indemnified
Person”) against any costs or expenses (including advancing attorneys’
fees and expenses in advance of the final disposition of any claim, suit,
proceeding or investigation to each Indemnified Person to the fullest extent
permitted by
50
Applicable
Law; provided,
however,
that such advance shall be conditioned upon the Surviving Company’s receipt of
an undertaking by or on behalf of the Indemnified Person to repay such amount if
it shall be ultimately determined by final judgment of a court of competent
jurisdiction that the Indemnified Person is not entitled to be indemnified
pursuant to this Section 8.03(a)), judgments, fines, losses, claims, damages,
liabilities and amounts paid in settlement in connection with any actual or
threatened claim, action, suit, arbitration, proceeding or investigation in
respect of or arising out of acts or omissions occurring or alleged to have
occurred at or prior to the Acceptance Time to the fullest extent permitted by
Maryland Law or any other Applicable Law or provided under the Company’s
articles of incorporation and bylaws in effect on the date hereof; provided
that such indemnification shall be subject to any limitation imposed from time
to time under Applicable Law. In the event of any such action, Parent
and the Surviving Corporation shall cooperate with the Indemnified Person in the
defense of any such action.
(b) Parent
shall cause the Surviving Corporation to continue in full force and effect for a
period of six years from the Acceptance Time the provisions in existence in the
Company’s and its Subsidiaries’ articles of incorporation and bylaws and other
organizational documents in effect on the date of this Agreement regarding
elimination of liability of directors, indemnification and exculpation of
officers, directors and employees and advancement of expenses.
(c) For
six years after the Acceptance Time, Parent shall cause the Surviving
Corporation to provide officers’ and directors’ liability, fiduciary liability
and similar insurance (collectively, “ This excerpt taken from the CVS 8-K filed Mar 23, 2007. Indemnified
Person”) against, and hold
each Indemnified Person harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the reasonable fees, charges and
disbursements of any counsel for any Indemnified Person, incurred by or asserted
against any Indemnified Person arising out of, in connection with, or as a
result of (i) the execution or delivery of any Loan Document or any agreement
or
instrument contemplated thereby, the performance by the parties to the Loan
Documents of their respective obligations thereunder or the consummation of
the
transactions contemplated hereby or any other transactions contemplated thereby
(including the Caremark Merger), (ii) any Loan or Letter of Credit or the use
of
the proceeds thereof, (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by the Borrower
or
any of the Subsidiaries, or any Environmental Liability related in any way
to
the Borrower or any of the Subsidiaries or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnified Person is a party thereto, provided that
such indemnity shall not, as to any
Indemnified Person, be available to the extent that such losses, claims,
damages, liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted primarily
from
the gross negligence or willful misconduct of such Indemnified Person.
Notwithstanding the above, the Borrower shall have no liability under clause
(i)
of this Section to indemnify or hold harmless any Indemnified Person for any
losses, claims, damages, liabilities and related expenses relating to income
or
withholding taxes or any tax in lieu of such taxes.
(b) To the extent
that the Borrower fails to
promptly pay any amount required to be paid by it to the Administrative Agent
under subsection (a) of this Section, each Lender severally agrees to pay to
the
Administrative Agent an amount equal to the product of such unpaid amount
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