SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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thereby. The parties hereto shall cooperate with each other in preparing,
executing and filing any Tax Returns with respect to property or transfer
taxes.
 
   6.7 Directors' and Officers' Indemnification and Insurance. (a) Holdco shall
(i) indemnify and hold harmless, and provide advancement of expenses to, all
past and present directors, officers and employees of Time Warner and its
Subsidiaries (in all of their capacities) (a) to the same extent such persons
are indemnified or have the right to advancement of expenses as of the date of
this Agreement by Time Warner pursuant to Time Warner's certificate of
incorporation, bylaws and indemnification agreements, if any, in existence on
the date hereof with any directors, officers and employees of Time Warner and
its Subsidiaries and (b) without limitation to clause (a), to the fullest
extent permitted by law, in each case for acts or omissions occurring at or
prior to the Effective Time (including for acts or omissions occurring in
connection with the approval of this Agreement and the consummation of the
transactions contemplated hereby), (ii) include and cause to be maintained in
effect in Holdco's (or any successor's) certificate of incorporation and bylaws
after the Effective Time, provisions regarding elimination of liability of
directors, indemnification of officers, directors and employees and advancement
of expenses which are, in the aggregate, no less advantageous to the intended
beneficiaries than the corresponding provisions contained in the current
certificate of incorporation and bylaws of Time Warner and (iii) cause to be
maintained for a period of six years after the Effective Time the current
policies of directors' and officers' liability insurance and fiduciary
liability insurance maintained by Time Warner (provided that Holdco (or any
successor) may substitute therefor one or more policies of at least the same
coverage and amounts containing terms and conditions which are, in the
aggregate, no less advantageous to the insured) with respect to claims arising
from facts or events that occurred on or before the Effective Time; provided,
however, that in no event shall Holdco be required to expend in any one year an
amount in excess of 200% of the annual premiums currently paid by Time Warner
for such insurance; and, provided further that if the annual premiums of such
insurance coverage exceed such amount, Holdco shall be obligated to obtain a
policy with the greatest coverage available for a cost not exceeding such
amount. The obligations of Holdco under this Section 6.7(a) shall not be
terminated or modified in such a manner as to adversely affect any indemnitee
to whom this Section 6.7(a) applies without the consent of such affected
indemnitee (it being expressly agreed that the indemnitees to whom this Section
6.7(a) applies shall be third party beneficiaries of this Section 6.7(a)).
 
   (b) Holdco shall (i) indemnify and hold harmless, and provide advancement of
expenses to, all past and present directors, officers and employees of America
Online and its Subsidiaries (in all of their capacities) (a) to the same extent
such persons are indemnified or have the right to advancement of expenses as of
the date of this Agreement by America Online pursuant to America Online's
certificate of incorporation, bylaws and indemnification agreements, if any, in
existence on the date hereof with any directors, officers and employees of
America Online and its Subsidiaries and (b) without limitation to clause (a),
to the fullest extent permitted by law, in each case for acts or omissions
occurring at or prior to the Effective Time (including for acts or omissions
occurring in connection with the approval of this Agreement and the
consummation of the transactions contemplated hereby), (ii) include and cause
to be maintained in effect in Holdco's (or any successor's) certificate of
incorporation and bylaws after the Effective Time, provisions regarding
elimination of liability of directors, indemnification of officers, directors
and employees and advancement of expenses which are, in the aggregate, no less
advantageous to the intended beneficiaries than the corresponding provisions
contained in the current certificate of incorporation and bylaws of America
Online and (iii) cause to be maintained for a period of six years after the
Effective Time the current policies of directors' and officers' liability
insurance and fiduciary liability insurance maintained by America Online
(provided that Holdco (or any successor) may substitute therefor one or more
policies of at least the same coverage and amounts containing terms and
conditions which are, in the aggregate, no less advantageous to the insured)
with respect to claims arising from facts or events that occurred on or before
the Effective Time; provided, however, that in no event shall Holdco be
required to expend in any one year an amount in excess of 200% of the annual
premiums currently paid by America Online for such insurance; and, provided
further that if the annual premiums of such insurance coverage exceed such
amount, Holdco shall be obligated to obtain a policy with the greatest coverage
available for a cost not exceeding such amount. The obligations of Holdco under
this
 
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