Common use of Continuing Indemnification Clause in Contracts

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on liability set forth in such Organizational Documents pertaining to pre-Closing period shall not be amended, repealed or otherwise modified (unless required by Law) in a manner that is adverse to any such Person; provided that all rights to indemnification and advancement of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 that Buyer, the Acquired Company or any of their respective successors or assigns (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 of the Acquired Company to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer or the Acquired Company, as the case may be, shall assume all of the obligations set forth in this Section 7.

Continuing Indemnification. (a) Buyer shallDendreon shall guaranty the obligations of Corvas to indemnify its present and former directors and officers, to the extent of, and in accordance with, the Certificate of Incorporation and Bylaws of Corvas as in effect on the date of this Agreement and the Delaware Law. Subject to the Delaware Law, Corvas' Bylaws relating to indemnification shall not be amended in a manner which adversely affects the rights of any party entitled to indemnification thereunder. With respect to any claim relating to an occurrence prior to the Effective Time, such guarantee shall be subordinate in all respects to the rights of Corvas and/or such indemnified person under any policy of insurance maintained by Corvas. (b) Immediately prior to the Effective Time Corvas will terminate the existing policy of directors' and officers' liability insurance maintained by Corvas (the "Existing D&O Policy") and will obtain a "tail" policy on the Existing D&O Policy until the sixth anniversary of the Effective Time for the benefit of the Indemnified Persons with respect to acts or omissions occurring prior to the Effective Time. (c) The provisions of this Section 6.20 are intended to be in addition to the rights otherwise available to the current officers and directors of Corvas by law, charter, statute, bylaws or agreement, and shall cause its Subsidiaries (including after operate for the Closingbenefit of, the Acquired Company Group) toand shall be enforceable by, ensure that all rights to exculpation, indemnification and advancement of expenses existing immediately prior to the Closing Date in favor each 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 Dendreon and the Acquired Company Continuing Corporation under this Section 7.4 shall survive the Closing and 6.20 shall not be terminated terminated, modified or modified impaired in such a manner as to adversely affect adversely and materially any D&O Indemnified Person to whom this Section 7.4 6.20 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 Person to whom this Section 7.4 6.20 applies shall be an express third party beneficiaries beneficiary of this Section 7.4, each of whom may enforce the provisions of this Section 7.46.20). (b) In the event that Buyer, the Acquired Company or any of their respective successors or assigns (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 of the Acquired Company to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer or the Acquired Company, as the case may be, shall assume all of the obligations set forth in this Section 7.

Continuing Indemnification. (a) Buyer shall, and shall cause its Subsidiaries (including after the Closing, the Acquired Company Group) to, ensure Seller agree that all rights to exculpationindemnification, indemnification and advancement of expenses expenses, and exculpation by TeamGlobal now existing immediately in favor of each Person who is now, or has been at any time prior to the Closing Date in favor date hereof an officer or director of the directors, managers, and officers TeamGlobal or any of the Acquired Company Group Members its subsidiaries (each an “Indemnified D&O Indemnified PersonsParty”) as provided in the respective governing documents and indemnification agreementsBylaws of TeamGlobal, including Organizational Documentsas in effect on the Closing Date, or pursuant to which any other Contracts in effect on the Acquired Company Group Member is a partydate hereof, shall survive the Closing Transactions and shall continue remain in full force and effect for in accordance with their terms. (b) For a period of six (6) years from the Closing Date. During such time periodEffective Time, the indemnification agreements Buyer and TeamGlobal (the provisions “Indemnifying D&O Parties”) shall indemnify, defend and hold harmless each Indemnified D&O Party (in all their capacities) against all losses, claims, damages, liabilities, fees, expenses, judgments and fines incurred in connection with respect to indemnification and limitations on liability set forth in such Organizational Documents pertaining to pre-Closing period shall not be amendedany claim, repealed suit, action 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 proceeding, whether civil, criminal, administrative, or related to matters existing or occurring at or prior to the Closing and asserted or made within such six- year period investigative (each a “D&O Claim”) and shall continue until provide advancement of expenses (including reasonable attorneys’ fees) to each Indemnified D&O Party to the final disposition same extent such Indemnified D&O Party has the right to advancement of reasonable and documented expenses pursuant to the TeamGlobal Charter Documents as in effect on the date of this Agreement and to the extent that such Proceeding. For the avoidance Indemnified D&O Party does not have such a right to advancement of doubt, nothing in this Section 7.4 shall prevent Buyerexpenses, the Acquired Company GroupIndemnifying D&O Parties shall promptly reimburse each Indemnified D&O Party for any legal or other expenses reasonably incurred by such Indemnified D&O Party in connection with investigating or defending any such Claim as such expenses are incurred, 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 subject to the directors, managers, receipt of an undertaking by such Indemnified D&O Party to repay such legal and officers other fees and expenses paid in advance if it is ultimately determined in a final and non-appealable judgment of the Acquired Company Group Members who are appointed, assigned or designated during the period after the Closing Date. a court of competent jurisdiction that such Indemnified D&O Party is not entitled to be indemnified under applicable Law. (c) The obligations of Buyer Seller and the Acquired Company TeamGlobal under this Section 7.4 6.07 shall survive the Closing Transactions and shall not be terminated or modified in such a manner as to adversely affect adversely and materially any Indemnified D&O Indemnified Person Party to whom this Section 7.4 6.07 applies without the consent (which consent shall not be unreasonably withheld or delayed) of such affected Indemnified D&O Indemnified Person Party (it being expressly agreed that the Indemnified D&O Indemnified Persons Parties to whom this Section 7.4 6.07 applies shall be third party beneficiaries of this Section 7.46.07, each of whom may enforce the provisions of this Section 7.46.07). (bd) In the event that Buyer, the Acquired Company TeamGlobal or any of their respective successors or assigns assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving Person corporation or entity in such consolidation or merger merger; or (ii) transfers all or substantially all of its properties and assets of the Acquired Company to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer or the Acquired CompanyTeamGlobal, as the case may be, shall assume all of the obligations set forth in this Section 76.07. The agreements and covenants contained herein shall not be deemed to be exclusive of any other rights to which any Indemnified D&O Party 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 TeamGlobal or its officers, directors, and employees, it being understood and agreed that the indemnification provided for in this Section 6.07 is not in lieu of or in substitution for, any such claims under any such policies.

Continuing Indemnification. (a) Buyer shall, and shall cause its Subsidiaries (including For a period of three years after the Closing, the Acquired Purchaser will, to the fullest extent permitted by Applicable Law, cause each of the Companies (or its successors) to indemnify, defend and hold harmless each individual who is now, or has been at any time prior to the date hereof, a director or an officer of such Company Group(collectively, the “Company Indemnified Parties”) to, ensure that against all rights to exculpation, indemnification and advancement Losses arising out of expenses existing immediately actions or omissions occurring at or prior to the Closing Date and whether asserted or claimed prior to, at or after the Closing that in favor respect of any Company Indemnified Party are in whole or in part based on or arising out of the directors, managers, and officers fact that such individual is or was a director or an officer 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 such Company. For a period of six (6) three years from after the Closing Date. During such time periodClosing, the provisions contained in the organizational documents of each Company (or its successors) in respect of 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 will not be amended, repealed or otherwise modified (unless required by Law) in a any manner that is adverse to any such Person; provided that all would adversely affect the rights to indemnification and advancement of expenses in respect thereunder 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 ProceedingCompany Indemnified Party. For the avoidance a period 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 three years after the Closing Date. The obligations , the Purchaser will maintain directors’ and officers’ liability insurance for the benefit of Buyer the Company Indemnified Parties with a reputable and financially sound carrier, which policy shall provide at least the Acquired Company under same coverage and amounts and contains terms and conditions, in each case, which are no less advantageous than the current coverage, with respect to claims arising from or related to facts or events which occurred at or before the Closing Date; provided, however, that in no event will the Purchaser be obligated to expend in order to maintain or procure insurance coverage pursuant to this Section 7.4 shall survive 9.6(a) any amount in the aggregate for the three-year period beginning immediately after the Closing in excess of the lesser of (i) $100,000 and shall not be terminated or modified (ii) 50% of the aggregate premiums paid by the Companies in 2007 (on an annualized basis) for 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)purpose. (b) In the event that Buyer, the Acquired If any Company or any of their respective successors or assigns (i) consolidates shall consolidate with or merges merge into any other Person and shall not be the continuing or surviving Person in of such consolidation or merger or (ii) transfers shall transfer all or substantially all of its properties and assets of the Acquired Company to any Person, then, then and in either such each case, proper provision shall will be made by the Purchaser so that the successors and assigns of Buyer or such Company will assume the Acquired Company, as the case may be, shall assume all of the applicable obligations set forth in this Section 79.6. The obligations under this Section 9.6 will survive the Closing and will not be terminated or modified in such a manner as to adversely affect any Company Indemnified Party to whom this Section 9.6 applies, in any case without the prior written consent of such affected Company Indemnified Party. This Section 9.6 is intended to be for the benefit of, and will be enforceable by, each Company Indemnified Party and their respective heirs and representatives.

Continuing Indemnification. (a) Buyer shall, and shall agrees to cause its Subsidiaries (including after the Closing, the each Acquired Company Group) to, to ensure that all rights to exculpation, indemnification and advancement of expenses now existing immediately prior to the Closing Date in favor of the directorseach member, managersofficer or manager of any Acquired Company, each member, manager, shareholder, partner, or officer of any Affiliate of such member of any Acquired Company, and officers each Person serving at the request of the any Acquired Company Group Members as a member, manager, officer, or director (or equivalent position) of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (collectively, the “D&O Member Indemnified Persons”) ), as provided in the respective governing documents and indemnification agreements, including Organizational Documents, agreements to which the any Acquired Company Group Member is a partyparty on the date hereof, shall survive the Closing and shall continue in full force and effect for a period of not less than six (6) years from the Closing Date. During such time period, Date and 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 provided, that in the event any claim or claims are asserted or made within such six year period, all rights to indemnification and advancement of expenses in respect of any Proceeding arising out of such claim 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”) claims shall continue until the final disposition of any and all such Proceeding. For claims; provided, further, that neither Buyer nor any Acquired Company shall be required to indemnify or advance expenses to any Member Indemnified Person except to the avoidance extent of doubt, nothing in any insurance proceeds that Buyer or such Acquired Company actually receives from the tail policy contemplated to be acquired pursuant to this Section 7.4 6.17. Notwithstanding the foregoing, a Member Indemnified Person shall prevent Buyer, the Acquired Company Group, their Affiliates or successors/assigns from amending, repealing or otherwise modifying, at their sole direction, the not be entitled to indemnification agreements and the provisions advancement of expenses with respect to indemnification and limitations on liability set forth in the Organizational Documents of the Acquired Company Group Members applicable a matter as contemplated above to the directorsextent such Member Indemnified Person is the subject of a claim for indemnification by the Buyer Indemnified Parties in such Member Indemnified Person’s capacity as a Seller pursuant to Article 10. At the Closing, managersSellers shall cause the Company to purchase, and officers the Company at the Closing shall purchase (at the Sellers’ sole cost and expense, which shall be a Transaction Expense) and maintain in effect for a period of six years thereafter, a tail policy of directors’ and officers’ liability insurance, which tail policy shall be effective for a period from the Acquired Company Group Members who are appointed, assigned or designated during Closing through and including the period date six years after the Closing Date. Date with respect to claims arising from facts or events that occurred on or before the Closing, and which tail policy shall contain coverage, terms and conditions satisfactory to Sellers. (b) The obligations of Buyer and the Acquired Company Companies under this Section 7.4 6.17 shall survive the Closing and shall not be terminated or modified in such a manner as to affect adversely and materially any D&O Member Indemnified Person to whom this Section 7.4 6.17 applies without the consent (which consent shall not be unreasonably withheld or delayed) of such affected D&O Member Indemnified Person (it being expressly agreed that the D&O Member Indemnified Persons to whom this Section 7.4 6.17 applies shall be third third-party beneficiaries of this Section 7.46.17, each of whom may enforce the provisions of this Section 7.46.17). (bc) In the event that Buyer, the an Acquired Company or any of their respective successors or assigns (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 of the Acquired Company to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer or the such Acquired Company, as the case may be, shall assume all of the obligations set forth in this Section 76.17. The agreements and covenants contained herein 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 any Acquired Company or its officers, directors and employees, it being understood and agreed that the rights provided for in this Section 6.17 are not prior to, or in substitution for, any such claims under any such policies.