Continuing Indemnification. Following the Resignation Date, the Company will continue to provide the Executive with the insurance coverages set forth in Section 9 of the Employment Agreement in accordance with the terms of such Section.
Continuing Indemnification. The aforesaid indemnification and hold harmless agreement shall benefit Landlord from the date hereof and shall continue notwithstanding any termination this Lease and, without limiting the generality of the foregoing such obligations shall continue for the benefit of Landlord and any subsidiary of Landlord during and following any possession of the Premises thereby or any ownership of the Premises thereby, whether arising by eviction, surrender by Tenant or otherwise, such indemnification and hold harmless agreement to continue forever.
Continuing Indemnification. (a) For a period of 180 days from the Closing Date, regardless of any amendments of the Organizational Documents of the Company, Buyer shall cause the Company to honor and provide all rights to indemnification and advancement of expenses existing as of the Closing Date in favor of Seller, in its capacity as the sole member of the Company, and its Affiliates and their respective members, shareholders, partners, directors, officers, managers, employees, representatives, and agents (collectively, the “Member Indemnified Persons”), as provided in the Organizational Documents of the Company immediately prior to Closing; provided that, if any Claim or Claims are asserted or made within such 180 day period, all rights to indemnification and advancement of expenses in respect of such Claim or Claims shall continue until the final disposition of any and all such Claims.
(b) The obligations of Buyer and the Company under this Section 5.17 shall survive the Closing and shall not be terminated or modified in such a manner as to affect adversely any Member Indemnified Person to whom this Section 5.17 applies without the consent (which consent shall not be unreasonably withheld or delayed) of such affected Member Indemnified Person (it being expressly agreed that the Member Indemnified Persons to whom this Section 5.17 applies shall be third-party beneficiaries of this Section 5.17, each of whom may enforce the provisions of this Section 5.17).
(c) In the event Buyer, the Company or any of their respective successors or assigns, within 180 days of the Closing Date (i) consolidates with or merges into any other Person and shall not be the continuing or surviving Person in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer or the Company, as the case may be, shall assume all of the obligations set forth in this Section 5.17. The agreements and covenants contained in this Section 5.17 shall not be deemed to be exclusive of any other rights to which any Member Indemnified Person is entitled, whether pursuant to Law, contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or its officers, directors and employees...
Continuing Indemnification. (a) Buyer shall, and shall cause its Subsidiaries (including after the Closing, the Acquired Company Group) to, ensure that all rights to exculpation, indemnification and advancement of expenses existing immediately prior to the Closing Date in favor of the directors, managers, and officers of the Acquired Company Group Members (“D&O Indemnified Persons”) as provided in the respective governing documents and indemnification agreements, including Organizational Documents, to which the Acquired Company Group Member is a party, shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Date. During such time period, the indemnification agreements and the provisions with respect to indemnification and limitations on liability set forth in such Organizational Documents pertaining to pre-Closing period shall not be amended, repealed or otherwise modified (unless required by Law) in a manner that is adverse to any such Person; provided that all rights to indemnification and advancement of expenses in respect of any Proceeding arising out of or related to matters existing or occurring at or prior to the Closing and asserted or made within such six- year period (each a “D&O Claim”) shall continue until the final disposition of such Proceeding. For the avoidance of doubt, nothing in this Section 7.4 shall prevent Buyer, the Acquired Company Group, their Affiliates or successors/assigns from amending, repealing or otherwise modifying, at their sole direction, the indemnification agreements and the provisions with respect to indemnification and limitations on liability set forth in the Organizational Documents of the Acquired Company Group Members applicable to the directors, managers, and officers of the Acquired Company Group Members who are appointed, assigned or designated during the period after the Closing Date. The obligations of Buyer and the Acquired Company under this Section 7.4 shall survive the Closing and shall not be terminated or modified in such a manner as to affect adversely and materially any D&O Indemnified Person to whom this Section 7.4 applies without the consent (which consent shall not be unreasonably withheld or delayed) of such affected D&O Indemnified Person (it being expressly agreed that the D&O Indemnified Persons to whom this Section 7.4 applies shall be third party beneficiaries of this Section 7.4, each of whom may enforce the provisions of this Section 7.4).
(b) In the event ...
Continuing Indemnification. Subject to the terms and conditions of Section 6.3 of the Company’s Restated Articles of Incorporation and, to the extent relevant, the Company’s by-laws, in each case, as in effect on the date hereof, the Company will advance and pay reasonable expenses (including attorneys’ fees but not including judgments, penalties, fines, or settlements) incurred by Executive in connection with (a) proceedings arising out the Company’s historic grant of compensatory stock options; and (b) any other proceeding against or involving the Company in which Executive may be involved arising out of his position as a director, officer, or employee of the Company; provided that the Company’s obligation to advance and pay such expenses shall be subject to the terms of any undertaking signed by Executive prior to the date hereof (which, under certain circumstances, requires repayment of expenses paid or advanced) or, in the absence of such an undertaking, to the Company’s usual and customary practice with regard to its current and former employees in such matters. The Company will indemnify Executive against any judgment, penalty, fine or settlement related to any of the matters described in the preceding sentence on the terms and conditions provided in the Company’s Restated Articles of Incorporation and, to the extent relevant, by-laws, in each case, as in effect on the date hereof.
Continuing Indemnification. The agreements and indemnities contained in this Section 15 shall survive the end of the Term.
Continuing Indemnification. Client will continue to provide Consultant with the same level of directors and officers insurance and indemnification as provided to Client's officers and directors by Client's then current certificate of incorporation, bylaws and agreements for a period of at least five (5) years after the Effective Date of this Agreement.
Continuing Indemnification. At or promptly following the Effective Time, Parent shall cause the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time substantially identical to those in Company's certificate of incorporation and bylaws as of the date of this Agreement, and for a period of six (6) years from the Effective Time, Parent shall cause those provisions not to be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of the individuals who, at the Effective Time, were directors, officers, employees or agents of Company. Prior to the Effective Time, Company shall, in consultation with Parent, purchase policies or extensions of current policies of directors' and officers' liability insurance (a) providing coverage and amounts and containing terms and conditions which are, in the aggregate, materially no less advantageous to the insured than those policies currently maintained by Company set forth on Section 3.17(a) of the Company Disclosure Schedule on the date of this Agreement, (b) which shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time, and (c) providing coverage for a six (6) year period after the Effective Time with respect to claims arising from acts, facts, errors, omissions or events that occurred on or before the Effective Time including, without limitation, in respect of the transactions contemplated hereby. On or before the Effective Time, the parties shall use their reasonable best efforts to obtain such policies in the form previously described. Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor Company's obligations thereunder for the six (6) year period provided herein.
Section 9.1 shall survive the consummation of the Merger at the Effective Time, is binding on all successors and assigns of the Surviving Corporation, and is enforceable by individuals and their respective heirs and legal representatives who, at the Effective Time, were directors or officers of Company. From and after the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent and the Surviving Corporation shall jointly and severally indemnify and hold harmless each person wh...
Continuing Indemnification. The indemnities contained in this ARTICLE X shall not be affected by and shall survive any termination of this Ground Lease as a whole or in respect of any Property leased hereunder or any failure or refusal of Lessee to accept any Property acquired or ordered pursuant to the Agreement for Ground Lease.
Continuing Indemnification. If Executive is made, or threatened to be made, a party to any legal action or proceeding, whether civil or criminal, including any governmental or regulatory proceedings or investigations, and whether commencing before or after the termination of Executive’s employment with the Company and its subsidiaries, by reason of the fact that Executive is or was an employee, officer or director of the Company or any of its subsidiaries, Executive shall be indemnified by the Company, and the Company shall pay Executive’s related expenses when and as incurred, all to the fullest extent permitted by the laws of the State of Delaware and the Company’s organizational documents and as may be covered by liability insurance, to the same extent as is applicable to other executive officers of the Company. The foregoing shall be in addition to any other indemnification coverage which Executive may have immediately prior to the Termination Date.
