Common use of Director and Officer Indemnification and Insurance Clause in Contracts

Director and Officer Indemnification and Insurance. (a) Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by the Company 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 Closing Date, an officer or director of the Company, as provided in the certificate of incorporation or by-laws of the Company, in each case as in effect on the date of this Agreement, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.

Appears in 2 contracts

Samples: Stock Purchase Agreement (TEKMIRA PHARMACEUTICALS Corp), Stock Purchase Agreement (TEKMIRA PHARMACEUTICALS Corp)

AutoNDA by SimpleDocs

Director and Officer Indemnification and Insurance. (a) Buyer The Company agrees that all rights to indemnification, advancement of expenses and exculpation by the Company 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 Closing Date, an officer or director of the Company, as provided in the certificate of incorporation or by-laws Governing Documents of the Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.

Appears in 2 contracts

Samples: Mutual Release Agreement (Laredo Petroleum - Dallas, Inc.), Mutual Release Agreement (Laredo Petroleum Holdings, Inc.)

Director and Officer Indemnification and Insurance. (a) Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by the Company 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 Closing Date, an officer or director of the Company, as provided in the certificate articles of incorporation or by-laws of the Company, in each case as in effect on the date of this Agreement, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.

Appears in 2 contracts

Samples: Stock Issuance and Purchase Agreement (Uqm Technologies Inc), Escrow Agreement (Uqm Technologies Inc)

Director and Officer Indemnification and Insurance. (a) Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by the Company 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 Closing Datehereof, an officer or director of the Company, as provided in the certificate of incorporation or by-laws of the Company, in each case as in effect on the date of this Agreement, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.

Appears in 1 contract

Samples: Stock Purchase Agreement (Synalloy Corp)

Director and Officer Indemnification and Insurance. (a) Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by the Company 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 Closing Date, an officer or director of the Company, as provided in the certificate of incorporation or by-laws bylaws of the Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.

Appears in 1 contract

Samples: Securities Purchase Agreement

Director and Officer Indemnification and Insurance. (a) Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by the Company 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 Closing Date, an officer or director of the Company, as provided in the certificate of incorporation or by-laws Constituent Documents of the Company, in each case as in effect on the date of this Agreement, Agreement shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.

Appears in 1 contract

Samples: Iii Stock Purchase Agreement (Kratos Defense & Security Solutions, Inc.)

Director and Officer Indemnification and Insurance. (a) Each of Buyer and the Company (and after the Effective Time, the Surviving Corporation) agrees that all rights to indemnification, advancement of expenses and exculpation by the Company 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 Closing DateEffective Time, an officer or director of the Company, as provided Company in the certificate of incorporation or by-laws of accordance with the Company's Articles of Incorporation and Company Bylaws, in each case as in effect on the date of this Agreement, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.respective

Appears in 1 contract

Samples: Agreement and Plan of Merger (Transcend Services Inc)

Director and Officer Indemnification and Insurance. (a) Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by Enterprises or the Company 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 Closing Datehereof, an officer or director of Enterprises or the Company, as provided in the certificate of incorporation or by-laws bylaws of Enterprises or the Company, in each case as in effect on the date of this Agreement, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.

Appears in 1 contract

Samples: Merger Agreement (Douglas Dynamics, Inc)

AutoNDA by SimpleDocs

Director and Officer Indemnification and Insurance. (a) Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by the either Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof Effective Date or who becomes prior to the Closing Date, an officer or director of the either Company, as provided in the certificate of incorporation or by-laws organizational documents of the applicable Company, in each case as in effect on the date of this AgreementEffective Date, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms, until the fifth anniversary of the Closing Date.

Appears in 1 contract

Samples: Share Purchase Agreement (Vse Corp)

Director and Officer Indemnification and Insurance. (a) Buyer agrees acknowledges that all rights to indemnification, advancement of expenses and exculpation by the Company indemnification 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 Closing Datehereof, an officer or director of the Company, as provided in the certificate Articles of incorporation Association or by-laws other governing documents of the Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Schedule 6.02 hereto, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.

Appears in 1 contract

Samples: Stock Purchase Agreement (EMRISE Corp)

Director and Officer Indemnification and Insurance. (a) Buyer agrees that all rights to indemnification, advancement of expenses expenses, and exculpation by the each Company 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 Closing Date, now an officer or director of the such Company, as provided in the certificate Organizational Documents of incorporation or by-laws of the such Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof and disclosed in Schedule 6.21(a), shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.

Appears in 1 contract

Samples: Membership Interest and Stock Purchase Agreement (Spark Energy, Inc.)

Director and Officer Indemnification and Insurance. (a) Buyer agrees that all rights to indemnification, advancement of expenses expenses, and exculpation by the Company Entities 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 Closing Date, an officer officer, manager, or director of the Companya Company Entity, as provided in the certificate of incorporation or by-laws of the CompanyCompany Entities’ Corporate Documents, in each case as in effect on the date of this Agreement, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Ormat Technologies, Inc.)

Director and Officer Indemnification and Insurance. (a) Buyer agrees and the Company agree that all rights to indemnification, advancement of expenses and exculpation by the Company now existing in favor of each Person who is now, or 38 has been at any time prior to the date hereof or who becomes prior to the Closing DateClosing, an officer or director of the Company, as provided in the certificate of incorporation or by-laws of the Company, in each case as in effect on the date of this Agreement, Company shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.

Appears in 1 contract

Samples: Share Purchase Agreement (Columbia Sportswear Co)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!