Common use of Charter Protections; Directors’ and Officers’ Liability Insurance Clause in Contracts

Charter Protections; Directors’ and Officers’ Liability Insurance. (a) All rights to indemnification for acts or omissions occurring through the Closing Date now existing in favor of the current directors and officers of TEEE as provided in the Certificate of Incorporation and Bylaws of TEEE as of the date hereof or in any indemnification agreements shall survive the Merger and shall continue in full force and effect in accordance with their terms. (b) For a period of three (3) years after the Closing Date, TEEE shall cause to be maintained in effect the current policies of directors' and officers' liability insurance it maintains (or policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts and events that occurred prior to the Closing Date. (c) If either of TEEE or Surviving Company or any of their successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, in each such case, to the extent necessary, proper provision shall be made so that such successors and assigns assume the obligations set forth in this Section 13. (d) The provisions of this Section 13 are intended to be for the benefit of, and shall be enforceable by, each director or officer of TEEE on the Closing Date and may not be changed without the consent of Xxxxxxx, as representative of the same.

Charter Protections; Directors’ and Officers’ Liability Insurance. (a) All rights to indemnification for acts or omissions occurring through the Closing Date now existing in favor of the current directors and officers of TEEE the Company or Parent as provided in the Certificate Charter Documents of Incorporation and Bylaws of TEEE Parent or the Company, as of the date hereof applicable, or in any indemnification agreements shall survive the Merger and shall continue in full force and effect in accordance with their terms. (b) For a period of three six (36) years after the Closing Date, TEEE Parent shall cause to be maintained in effect by the Surviving Corporation the current policies of directors' and officers' liability insurance it maintains maintained by the Company as of the Closing Date for an annual premium not to exceed $50,000 (or policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts and events that occurred prior to the Closing Date. (c) If either of TEEE or Surviving Company Parent or any of their its successors or assigns (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any personPerson, then, in each such case, to the extent necessary, proper provision shall be made so that such the successors and assigns of Parent assume the obligations set forth in this Section 135.9. (d) The provisions of this Section 13 are intended to be for the benefit of, and shall be enforceable by, each director or officer of TEEE on the Closing Date and may not be changed without the consent of Xxxxxxx, as representative of the same.

Charter Protections; Directors’ and Officers’ Liability Insurance. (a) All rights to indemnification for acts or omissions occurring through the Closing Date now existing in favor of the current directors director and officers officer of TEEE as provided in the Certificate certificate of Incorporation incorporation and Bylaws bylaws of TEEE as of the date hereof or in any indemnification agreements shall survive the Merger Acquisition and shall continue in full force and effect in accordance with their terms. (b) For a period of three (3) years after the Closing Date, TEEE and PharmHouse shall cause to be maintained in effect the current policies of directors' and officers' liability insurance it maintains maintained by Parent and the Company, respectively, (or policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts and events that occurred prior to the Closing Date. (c) If either of TEEE or Surviving Company PharmHouse or any of their its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, in each such case, to the extent necessary, proper provision shall be made so that such successors and assigns assume the obligations set forth in this Section 139. (d) The provisions of this Section 13 9 are intended to be for the benefit of, and shall be enforceable by, each person who will have been a director or officer of TEEE for all periods ending on or before the Closing Date and may not be changed without the consent of Xx. Xxxxxxx, as representative of the same.