Director and Officer Liability. Parent shall cause the Surviving Corporation, and the Surviving Corporation hereby agrees, to do the following:
Director and Officer Liability. For seven years after the Effective Time, Buyer will, and will cause the Surviving Corporation to, (i) indemnify and hold harmless the present and former officers, directors and employees of the Company against all costs and expenses (including attorneys' fees and expenses), losses, claims, damages or liabilities of any kind or nature in respect of acts or omissions occurring prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) to the fullest extent permitted under the Company's certificate of incorporation and bylaws and (ii) to the fullest extent permitted under applicable law, advance to such Persons fees and expenses incurred in defending any action or suit with respect to which indemnity may be available under the Company's certificate of incorporation or bylaws upon receipt from each such Person to whom fees and expenses are advanced of an undertaking reasonably satisfactory to Buyer to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event any claim or claims are asserted or made within such sevenyear period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Any determination required to be made with respect to whether any of the foregoing Persons is entitled to indemnification as set forth above shall be made by independent legal counsel selected mutually by such Person and Buyer. For seven years after the Effective Time, Buyer will use commercially reasonable efforts to provide officers' and directors' liability insurance and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such Person currently covered by the Company's officers' and directors' liability insurance policy and fiduciary liability insurance policy on terms with respect to coverage and amount no less favorable in any material respect than those of such policies in effect on the date hereof. Buyer may satisfy such obligation by purchasing officer's and directors' liability and fiduciary liability run-off coverage for such seven-year period. During such seven-year period, Buyer shall not cause or permit any amendment or other change to the articles of incorporation or bylaws of the Surviving Corporation which would adversely affect the indemnification rights of for...
Director and Officer Liability. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement, from the Effective Time and until the six (6) year anniversary of the Effective Time, Parent shall cause the Surviving Corporation and each of its Subsidiaries, other than the MLP and its Subsidiaries, to indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director, officer or employee of the Company or of such Subsidiary, as applicable, or who acts as a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual claim (including a claim of a violation of applicable law), action, audit, demand, suit, proceeding, investigation or other proceeding at law or in equity or order or ruling, in each case whether civil, criminal, administrative, investigative or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action (“Proceeding”) to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director, officer or employee of the Company or of such Subsidiary, a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or of such Subsidiary as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), incl...
Director and Officer Liability. Parent shall, and shall cause the Surviving Corporation to, do the following:
Director and Officer Liability. (a) Newco shall indemnify and hold harmless and advance expenses to the present and former officers and directors of Hippo, the Subsidiaries of Hippo, the HippoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Hippo D&O Indemnified Person”), and the present and former officers and directors of Rhino, the Subsidiaries of Rhino and the RhinoRx Entities, and each individual who prior to the Effective Time becomes an officer or director of any such entity (each, a “Rhino D&O Indemnified Person” and together with each Hippo D&O Indemnified Person, the “D&O Indemnified Persons”), in respect of acts or omissions by them in their capacities as such occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the Transaction Agreements and the consummation of the transactions contemplated thereby) to the maximum extent permitted by law (“D&O Indemnified Losses”); provided that notwithstanding the foregoing Newco shall have no obligation to indemnify and hold harmless and advance expenses to any D&O Indemnified Person in respect of acts or omissions of such D&O Indemnified Person that occurred while such D&O Indemnified Person was acting in a capacity (i) for Hippo or its Subsidiaries other than in connection with either the HippoRx Group, the HippoRx Entities or the Transaction Agreements and the transactions contemplated thereby or (ii) for Rhino or its Subsidiaries other than in connection with either the RhinoRx Group, the RhinoRx Entities or the Transaction Agreements and the transactions contemplated thereby. Without limiting the generality of the foregoing, the D&O Indemnified Losses shall include reasonable costs of prosecuting a claim under this Section 11.12. Newco shall periodically advance or reimburse each D&O Indemnified Person for all reasonable fees and expenses constituting D&O Indemnified Losses as such fees and expenses are incurred; provided that such D&O Indemnified Person shall agree to promptly 104 repay to Newco the amount of any such reimbursement if it shall be judicially determined by judgment or order not subject to further appeal or discretionary review that such D&O Indemnified Person is not entitled to be indemnified by Newco in connection with such matter. In the event that Newco sells, transfers or leases all or substantially all of its assets or is not a surviving corporation in any merger, consolidation or other b...
Director and Officer Liability. (a) From and after the Effective Time, Parent and, when applicable, the Surviving Corporation, shall indemnify, defend and hold harmless to the fullest extent permitted by Law the current and former officers and directors of the Company and its Subsidiaries (the “Indemnified Parties”) against all losses, claims, damages, fines, penalties and liability in respect of acts or omissions occurring at or prior to the Effective Time, including amounts paid in settlement or compromise with the approval of Parent (which approval shall not be unreasonably withheld, delayed or conditioned), by reason of the fact that such Indemnified Party is or was a director or officer of the Company or its Subsidiaries, is or was serving at the request of the Company as a director or officer of any other company, with respect to any action alleged to have been taken or omitted in any such capacity, provided, however, that the foregoing shall not apply to an Indemnified Party with respect to a Legal Proceeding that was commenced by Indemnified Party unless such Legal Proceeding was authorized or consented to by the Board of Directors of the Company. Parent and Merger Subsidiary agree that all rights to exculpation and indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the Indemnified Parties as provided in the Company’s Certificate of Incorporation or Bylaws or any agreement set forth in Section 6.6 of the Company’s Disclosure Letter, in each case in effect as of the date hereof, shall survive the Merger and shall continue in full force and effect in accordance with their terms and without amendment thereof. If any Indemnified Party is or becomes involved in any Legal Proceeding in connection with any matter subject to indemnification hereunder, then, unless otherwise provided for in an indemnification agreement with such Indemnified Party, the Surviving Corporation shall advance, to the extent consistent with the provisions of then applicable law, as incurred any costs or expenses (including reasonable legal fees and disbursements of one counsel selected by the Indemnified Party), judgments, fines, losses, claims, damages or liabilities (“Damages”) arising out of or incurred in connection with such Legal Proceeding, subject to the Surviving Corporation’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such Damages if it is ultimately determined under applicable Law that such Indemnified Party is not ent...
Director and Officer Liability. Except to the extent that they are a party hereto, the directors, managers, officers, partners and securityholders of the Parties and their respective affiliates shall not have any personal liability or obligation arising under this Agreement (including any claims that another party may assert).
Director and Officer Liability. (a) Holding, Acquiror and the Surviving Corporation agree that the Surviving Corporation shall adopt on or prior to the Effective Time, in its certificate of incorporation and by-laws, the same indemnification, limitation of or exculpation from liability and expense advancement provisions as those set forth in the Company's certificate of incorporation and by-laws, in each case as of the date of this Agreement, and that such provisions shall not be amended, repealed, revoked or otherwise modified for a period of six (6) years after the Effective Time in any manner that would adversely affect the rights thereunder of the individuals who on or prior to the Effective Time were directors, officers, employees or agents of the Company or the Company Subsidiaries or are otherwise entitled to the benefit of such provisions, unless such modification is required after the Effective Time by applicable Law.
Director and Officer Liability. (a) Parent shall not, and shall cause the Surviving Corporation not to, take any action to alter or impair, any exculpatory or indemnification provisions existing in the articles of incorporation or bylaws of the Surviving Corporation or in the written indemnification agreements set forth on Section 5.9(a) of the Company Disclosure Schedule for the benefit of any individual who served as a director or officer of the Company at any time prior to the Effective Time, provided that the Surviving Corporation shall, to the extent permitted by applicable Law, comply with all of the Company’s and its respective Subsidiaries’ obligations to indemnify and hold harmless (including any obligations to advance funds for expenses) (i) the present and former officers and directors thereof against any and all costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (“Damages”), arising out of, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Effective Time to the extent provided under the Company’s or such Subsidiaries’ respective organizational and governing documents or agreements in effect on the date hereof, including, without limitation, the adoption and approval of this Agreement, the Merger or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement; and (ii) such persons against any and all Damages arising out of acts or omissions in connection with any such person serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its Subsidiaries. Such obligations shall survive the Merger and shall continue in full force and effect in accordance with the terms of the Surviving Corporation’s articles of incorporation and bylaws from the Effective Time until the expiration of the applicable statue of limitations with respect to any claims against such directors, officers or employees arising out of such acts or omissions. Any determination required to be made with respect to whether the conduct of an individual seeking indemnification has complied with the standards set forth under applicable Law shall be made ...
Director and Officer Liability. The directors, officers, and stockholders of each of the parties and their affiliates acting in such capacity shall not in such capacity have any personal liability or obligation arising under this Agreement (including any claims that the other parties may assert) other than as an assignee of this Agreement.
