Assumption of Indemnification Obligations. In the event that the Company or Buyer or any of their respective successors or assigns (a) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (b) transfers or conveys all or a substantial portion of its properties and assets to any Person (whether by sale, merger, operation of law or otherwise), then, and in each such case and as a condition precedent to the validity of any such action, proper provision will be made so that the successors and assigns of the Company or Buyer, as the case may be, shall fully assume the obligations thereof set forth in Sections 8.1(a) and 8.1(b), as applicable.
Assumption of Indemnification Obligations. Parent and Merger Sub each agrees that all rights to indemnification, advancement of expenses and exculpation by Company or any Subsidiary now existing in favor of each Person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer or director of Company or any Subsidiary, or who is an heir or legal representative of any such Person (each a “D&O Indemnified Party”), as provided in the Charter Documents of Company or any Subsidiary, in each case as in effect on the date of this Agreement or pursuant to any other Contracts in effect on the date hereof, will: (1) be assumed by the Surviving Corporation in the Merger, without further action at the Effective Time; and (2) survive the Merger and remain in full force and effect in accordance with their terms, and, if any Action is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim.
Assumption of Indemnification Obligations. 42 ARTICLE 9 MISCELLANEOUS 9.1. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS................43 9.2. ASSIGNMENT............................................................43 9.3. NOTICES...............................................................43
Assumption of Indemnification Obligations. In the event of the dissolution, liquidation or winding up of the affairs of the Seller or earlier distribution of the Cash Consideration or Stock Consideration to the Shareholders, the Shareholders, jointly and severally, shall assume the obligations of the Seller as Indemnifying Party hereunder.
Assumption of Indemnification Obligations. In the event that either party hereto or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person (whether by sale, merger, operation of law or otherwise), then, and in each such case and as a condition precedent to the validity of any such action, proper provision will be made so that the successors and assigns of such party shall fully assume the obligations thereof set forth in Sections 5.4 and 8.1(a), in the case of Seller, and Section 8.1(c), in the case of Purchaser.
Assumption of Indemnification Obligations. (a) Acquiror ----------------------------------------- agrees that from and after the Closing Date it will assume and honor the indemnification obligations set forth in the Articles of Incorporation and Bylaws of Target and the Certificates or Articles of Incorporation and Bylaws of its Subsidiaries as in effect on the date of this Agreement with respect to any and all persons described in such charter or bylaw provision ("Indemnitees") as to any matter arising out of any action or omission of any such Indemnitee prior to the Closing Date (including, without limitation, indemnification for any claim that is based upon, arises out of or in any way relates to the Merger, this Agreement or any of the transactions contemplated hereby) and that such Indemnitees shall be entitled to the full benefits of, and Acquiror and its Subsidiaries shall be bound by, such charter or bylaw provision as though such charter or bylaw provision continued in full force and effect after the Closing Date as an obligation of Acquiror with respect to such matters.
(b) In addition to the indemnification obligations of Section 7.9(a), Acquiror agrees that for a period of three (3) years from and after the Closing Date it will use its commercially reasonable efforts to maintain in effect directors' and officers' liability insurance coverage for the benefit of the Indemnitees on substantially the same terms and conditions as are currently maintained by Target and its Subsidiaries with respect to their respective directors and officers.
(c) If Acquiror or any of its successors or assigns shall consolidate with or merge into any other entity and shall not be the continuing or surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets to any entity, then and in each case, proper provision shall be made so that the successors and assigns of Acquiror shall assume the obligations set forth in this Section 7.9.
(d) The provisions of this Section 7.9 are intended to be for the benefit of and shall be enforceable by, each of the Indemnitees and his or her heirs, executors, administrators and representatives.
Assumption of Indemnification Obligations. If Seller enters into any transaction, or a series of related transactions, resulting in a sale of Seller or all or substantially all of the assets of Seller and its respective subsidiaries taken as a whole (whether through a purchase, merger, consolidation, share exchange, recapitalization, business combination or other similar transaction), Seller shall cause the acquiring entity of such assets or, in the case of a merger, the surviving entity in such transaction to directly assume and be jointly and severally responsible for the obligations of Seller under Article XI, provided that the foregoing requirement shall only apply should such sale occur within ten years after the Closing Date. Notwithstanding the foregoing, in the event any such sale is negotiated with a private equity firm or firms, it is understood that the acquiring entity or surviving entity that would be responsible for the obligation described in the previous sentence shall mean the acquisition vehicle or vehicles formed for purposes of the acquisition and not the private equity firms or the funds that would provide the equity financing for such acquisition.
Assumption of Indemnification Obligations. As of the Effective Time, Parent shall assume all of the Company's obligations under Section 9.9 of the Agreement and Plan of Merger, dated as of May 31, 1995, by and between the Company and PBS Financial Corp. (the "PBS Merger Agreement"). If Parent or any of its successors or assigns 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 transfers all or substantially all of its assets to any person, then and in each case, proper provision shall be made so that the successors and assigns of Parent assume the obligations set forth in Section 9.9 of the PBS Merger Agreement. 7.12
Assumption of Indemnification Obligations. HC hereby assumes effective upon the dissolution of the Company the obligation of the Company pursuant to Section 5.11 of the Operating Agreement to indemnify the managers of the Company.
Assumption of Indemnification Obligations
