Common use of Director and Officer Indemnification Clause in Contracts

Director and Officer Indemnification. (a) For a period of not less than six years after the Effective Time, Parent shall cause the Surviving Corporation to indemnify and hold harmless each former and present director or officer of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, a “Company Indemnified Party”) against any costs, expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim to the fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim with respect to acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, or other fiduciary of the Company or any of its Subsidiaries or of any Person if such service was at the request of or for the benefit of the Company or any of its Subsidiaries, to the fullest extent permitted by Law and as provided in their respective certificates of incorporation, bylaws (or comparable organizational documents) or any indemnification agreement as in effect on the date of this Agreement and made available by the Company to Parent prior to the date of this Agreement. All rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, in effect as of the date of this Agreement in favor of the Company Indemnified Parties shall survive the Merger and continue in full force and effect in accordance with their terms, and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) honor all the terms thereof. Notwithstanding anything herein to the contrary, if any Company Indemnified Party notifies Parent on or prior to the sixth anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 6.3, the provisions of this Section 6.3 shall continue in effect with respect to such matter until the final disposition of all claims relating thereto. No Company Indemnified Party shall settle, compromise or consent to the entry of any judgment in any actual or threatened claim in respect of which indemnification has been sought by such Company Indemnified Party hereunder without the prior written consent of Parent not to be unreasonably withheld or delayed.

Director and Officer Indemnification. (a) For a period of not less than six years From and after the Effective Time, Parent shall cause the Surviving Corporation and Acquisition Sub agree that all rights to indemnify indemnification, advancement of expenses and hold harmless exculpation of each former and present director or officer of the Company or any Company Subsidiary and each person who served as a director, officer, member, trustee or fiduciary of its Subsidiaries another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any Company Subsidiary (each, together with such person’s heirs, executors or administrators, a “Company Indemnified Party”) ), against any costsall claims, expenses (losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim to the fullest extent permitted by Law)disbursements, judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement incurred in connection with any actual Proceeding or threatened claim investigation with respect to acts matters existing or omissions occurring or alleged to have occurred at or prior to the Effective TimeTime (including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer or director of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, or other fiduciary of the Company or any of its Subsidiaries or of any Person if such service was at the request of or for the benefit of the Company or any of its Subsidiaries, to the fullest extent permitted by Law and Time as provided in their respective certificates of incorporation, incorporation or bylaws (or comparable organizational documents) or any indemnification agreement as in effect on the date of this Agreement or in any agreement, a true and made available complete copy of which agreement has been provided by the Company to Parent prior to the date of this Agreement. All rights hereof, to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, in effect as of the date of this Agreement in favor of which the Company Indemnified Parties or any of its Subsidiaries is a party, shall survive the Merger and continue in full force and effect in accordance with their terms. For a period of no less than six (6) years after the Effective Time, Parent shall cause to be maintained in effect the provisions in the certificates of incorporation and bylaws and comparable organizational documents of the Surviving Corporation shall and each Subsidiary of the Company (and Parent shall cause or in such documents of any successor to the business of the Surviving Corporation toCorporation) honor all the terms thereof. Notwithstanding anything herein to the contraryregarding exculpation, if any Company Indemnified Party notifies Parent on or indemnification and advancement of expenses in effect as of immediately prior to the sixth anniversary Effective Time or in any agreement, a complete copy of which agreement has been provided by the Company to Parent prior to the date hereof, to which the Company or any of its Subsidiaries is a party, in each case in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Corporation’s certificate of incorporation and bylaws set forth in Exhibit A and Exhibit B in any manner that would adversely affect the rights thereunder of any individual who immediately before the Effective Time of was a matter Company Indemnified Party; provided, however, that all rights to indemnification in respect of which such Person may seek indemnification pursuant to this Section 6.3, the provisions of this Section 6.3 shall continue in effect with respect to such matter until the final disposition of all claims relating thereto. No Company Indemnified Party shall settle, compromise or consent to the entry of any judgment in any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (each, an “Action”) pending or asserted or any claim in respect made within such period shall continue until the disposition of which indemnification has been sought by such Company Indemnified Party hereunder without the prior written consent Action or resolution of Parent not to be unreasonably withheld or delayedsuch claim.

Director and Officer Indemnification. (a) For a period of not less than six years after the Effective Time, Parent shall cause the Surviving Corporation to indemnify and hold harmless each former and present director or officer of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, a “Company Indemnified Party”) against any costs, expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim to the fullest extent permitted by LawLaw and, without limiting the generality of the foregoing, as provided in the applicable certificates of incorporation, bylaws (or comparable organizational documents) or any indemnification agreement as in effect on the date of this Agreement), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim with respect to acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, Employee or other fiduciary of the Company or any of its Subsidiaries or of any Person if such service was at the request of or for the benefit of the Company or any of its Subsidiaries, to the fullest extent permitted by Law and as provided in their respective certificates of incorporation, bylaws (or comparable organizational documents) or any indemnification agreement as in effect on the date of this Agreement and made available by the Company to Parent prior to the date of this Agreement. All rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, in effect as of the date of this Agreement in favor of the Company Indemnified Parties shall survive the Merger and continue in full force and effect in accordance with their terms, and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) honor all the terms thereofthereof for a period of not less than six years after the Effective Time. Notwithstanding anything herein to the contrary, if any Company Indemnified Party notifies Parent on or prior to the sixth anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 6.37.2, the provisions of this Section 6.3 7.2 shall continue in effect with respect to such matter until the final disposition of all claims relating thereto. No Company Indemnified Party shall settle, compromise or consent to the entry of any judgment in any actual or threatened claim in respect of which indemnification has been sought by such Company Indemnified Party hereunder without the prior written consent of Parent not to be unreasonably withheld or delayed.

Director and Officer Indemnification. (a) For From and after the Effective Time and for a period of not less than six (6) years after the Effective Timethereafter, each of Parent shall cause the and Surviving Corporation to shall (i) indemnify and hold harmless each former and present director individual who at the Effective Time is, or any time prior to the Effective Time was, a director, officer or employee of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, a the “Company Indemnified PartyIndemnitees”) against any costsin respect of all claims, expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim to the fullest extent permitted by Law)liabilities, losses, damages, judgments, fines, losses, claims, damages, liabilities penalties costs and amounts paid in settlement expenses (including legal expenses) in connection with any actual claim, suit, action, proceeding or threatened claim with respect to investigation, whenever asserted, based on or arising out the fact that Indemnitee was an officer, director or employee of Company or any Subsidiary or acts or omissions occurring by Indemnitee in such capacity or alleged to have occurred taken at the request of Company or any Subsidiary, at or any time prior to the Effective TimeTime (including any claim, whether asserted suit, action, proceeding or claimed prior to, at or after investigation relating to the Effective Time, in connection with such persons serving as an officer, director, or other fiduciary of the Company or any of its Subsidiaries or of any Person if such service was at the request of or for the benefit of the Company or any of its SubsidiariesTransactions), to the fullest extent permitted by Law and as provided (ii) assume all obligations of Company and Subsidiaries to Indemnitees in their respective certificates respect of incorporation, bylaws (or comparable organizational documents) or any indemnification agreement as in effect on the date of this Agreement and made available by the Company to Parent prior to the date of this Agreement. All rights to elimination of liability, indemnification and advancement of expenses exculpation from liabilities for acts or omissions occurring or alleged to have occurred at or prior to the Effective TimeTime as provided in Company Charter Documents and the organizational documents of Company Subsidiaries. Without limiting the foregoing, whether asserted or claimed prior toParent, at or from and after the Effective Time, in effect shall cause the certificate of incorporation and bylaws of the Surviving Corporation, and upon the effective date of the Second Merger, the certificate of formation and limited liability company agreement of Merger Sub I, and its Subsidiaries to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors, officers and managers and indemnification than are set forth as of the date of this Agreement in favor the Company Charter Documents, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Company Indemnified Parties Indemnitees. In addition, Parent, from and after the Effective Time, shall survive the Merger and continue in full force and effect in accordance with their terms, and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to, advance any expenses (including legal expenses) honor all the terms thereof. Notwithstanding anything herein of any Indemnitee under this Section 5.9 as incurred to the contraryfullest extent permitted by Law, provided that the Indemnitee to whom expenses are advanced provides an undertaking to repay advances if any Company Indemnified Party notifies Parent on or prior it shall be determined that such Indemnitee is not entitled to the sixth anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification be indemnified pursuant to this Section 6.3, the provisions of this Section 6.3 shall continue in effect with respect to such matter until the final disposition of all claims relating thereto. No Company Indemnified Party shall settle, compromise or consent to the entry of any judgment in any actual or threatened claim in respect of which indemnification has been sought by such Company Indemnified Party hereunder without the prior written consent of Parent not to be unreasonably withheld or delayed5.9.

Director and Officer Indemnification. (a) For a period of not less than six (6) years after the Effective Time, Parent shall cause the Surviving Corporation to indemnify and hold harmless each former and present director or officer of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, a “Company Indemnified Party”) against any costs, expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim to the fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim with respect to acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, or other fiduciary of the Company or any of its Subsidiaries or of any Person if such service was at the request of or for the benefit of the Company or any of its Subsidiaries, to the fullest extent permitted by Law and as provided in their respective certificates of incorporation, bylaws (or comparable organizational documents) or any indemnification agreement as in effect on the date of this Agreement and made available by the Company to Parent prior to the date of this Agreement. All rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, in effect as of the date of this Agreement in favor of the Company Indemnified Parties shall survive the Merger and continue in full force and effect in accordance with their terms, and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) honor all the terms thereof. Notwithstanding anything herein to the contrary, if any Company Indemnified Party notifies Parent on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 6.3, the provisions of this Section 6.3 shall continue in effect with respect to such matter until the final disposition of all claims relating thereto. No Company Indemnified Party shall settle, compromise or consent to the entry of any judgment in any actual or threatened claim in respect of which indemnification has been sought by such Company Indemnified Party hereunder without the prior written consent of Parent not to be unreasonably withheld or delayed.

Director and Officer Indemnification. (a) For a period of not less than six (6) years after the Effective Time, Parent shall cause the Surviving Corporation to indemnify and hold harmless each former and present director or officer of the Company or any of its Subsidiaries (each, together with such personPerson’s heirs, executors or administrators, a “Company Indemnified Party”) against any costs, expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim to the fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim with respect to acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons Persons serving as an officer, director, or other fiduciary of the Company or any of its Subsidiaries or of any Person if such service was at the request of or for the benefit of the Company or any of its Subsidiaries, to the fullest extent permitted by Law and as provided in their respective certificates of incorporation, bylaws (or comparable organizational documents) or any indemnification agreement as in effect on the date of this Agreement and made available by Matrix or the Company to Parent prior to the date of this Agreement. All rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, in effect as of the date of this Agreement in favor of the Company Indemnified Parties shall survive the Merger and continue in full force and effect in accordance with their terms, and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) honor all the terms thereof. Notwithstanding anything herein to the contrary, if any Company Indemnified Party notifies Parent on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 6.3, the provisions of this Section 6.3 shall continue in effect with respect to such matter until the final disposition of all claims relating thereto. No Company Indemnified Party shall settle, compromise or consent to the entry of any judgment in any actual or threatened claim in respect of which indemnification has been sought by such Company Indemnified Party hereunder without the prior written consent of Parent not to be unreasonably withheld withheld, conditioned or delayed.

Director and Officer Indemnification. (a) For a period of not less than six years after the Effective Time, Parent shall cause the Surviving Corporation to indemnify and hold harmless each former and present director or officer of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, a an “Company Indemnified Party”) against any costs, expenses (including advancing as incurred attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim to the fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim with respect to acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, director or other fiduciary of the Company or any of its Subsidiaries or of any Person if such service was at the request of or for the benefit of the Company or any of its Subsidiaries, to the fullest extent permitted by Law and as provided in their respective certificates of incorporation, bylaws (or comparable organizational documents) or any indemnification agreement as in effect on the date of this Agreement and made available by the Company to Parent prior to the date of this Agreement. All rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, in effect as of the date of this Agreement in favor of the Company Indemnified Parties shall survive the Merger and continue in full force and effect in accordance with their terms, and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) honor all the terms thereof. Notwithstanding anything herein to the contrary, if any Company Indemnified Party notifies Parent on or prior to the sixth anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 6.3, the provisions of this Section 6.3 shall continue in effect with respect to such matter until the final disposition of all claims relating thereto. No Company Indemnified Party shall settle, compromise or consent to the entry of any judgment in any actual or threatened claim in respect of which indemnification has been sought by such Company Indemnified Party hereunder without the prior written consent of Parent not to be unreasonably withheld or delayed.

Director and Officer Indemnification. (a) For Pursuant to the terms of the Merger Agreement, CoLucid’s directors and executive officers will be entitled to certain indemnification rights and coverage under directors’ and officers’ liability insurance policies for a period of not less than six years time following the Effective Time. Pursuant to the Merger Agreement, Lilly and Purchaser agree that all rights to advancement of expenses, indemnification and exculpation by CoLucid in favor of each person who is or was an officer or director of CoLucid (each an “Indemnified Party”) for such person’s acts or omissions occurring prior to the Effective Time in his or her capacity as an officer or director of CoLucid as provided in CoLucid’s certificate of incorporation and by-laws (the “CoLucid Charter Documents”) as in effect on the date of the Merger Agreement, or pursuant to any other indemnification agreements in effect on the date of the Merger Agreement, shall survive the Merger from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs. The Merger Agreement provides that from and after the Effective Time until the sixth anniversary of the Effective Time, Parent shall Xxxxx will cause the Surviving Corporation to indemnify indemnify, defend and hold harmless each former harmless, and present director advance expenses to, the Indemnified Parties with respect to (i) all acts or officer of omissions by them in their capacities as such at any time at or prior to the Company Effective Time or (ii) any of its Subsidiaries (each, together with such person’s heirs, executors costs or administrators, a “Company Indemnified Party”) against any costs, expenses (including advancing reasonable and documented attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim to the fullest extent permitted by Lawfees), judgments, fines, losses, claims, damages, damages and liabilities and amounts paid incurred by such Indemnified Party in settlement his or her capacity as a current or former officer or director of CoLucid in connection with any actual claim, action, suit, proceeding or threatened claim with respect to acts investigation, whether civil, criminal, administrative or omissions occurring or alleged to have occurred at or prior investigative, to the Effective Timeextent such claim, whether asserted action, suit, proceeding or claimed prior toinvestigation arises out of or pertains to the Merger, at or after the Effective Time, in connection with such persons serving as an officer, director, or other fiduciary of the Company Merger Agreement or any of its Subsidiaries or of any Person if such service was at the request of or for the benefit of the Company or any of its Subsidiariesother Transactions, in either case, to the fullest extent permitted by Law CoLucid Charter Documents, any other indemnification agreements or applicable law. Further, under the Merger Agreement, from and as provided after the Effective Time until the sixth anniversary of the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation will contain provisions no less favorable in their respective certificates any material respect regarding indemnification, advancement of incorporation, bylaws (or comparable organizational documents) or any indemnification agreement expenses and exculpation of the Indemnified Parties than are set forth in CoLucid Charter Documents as in effect on the date of this the Merger Agreement. The Merger Agreement provides that Lilly will either (i) cause to be maintained in effect, for a period of six years after the Effective Time, the directors’ and made available by the Company to Parent prior to officers’ liability insurance policy that was in effect on the date of this Agreement. All rights to elimination of liability, indemnification and advancement of expenses for the Merger Agreement (the “D&O Insurance”) covering acts or omissions occurring or alleged to have occurred at or prior to the Effective Time with respect to those persons who are covered by the D&O Insurance as of the Effective Time, whether asserted or claimed prior to(ii) obtain, in consultation with CoLucid, a prepaid (or “tail”) directors’ and officers’ liability insurance policy covering acts or omissions occurring at or prior to the Effective Time for a period of six years after the Effective Time, in effect with respect to those persons who are covered by the D&O Insurance as of the date of this Agreement in favor of the Company Indemnified Parties shall survive the Merger and continue in full force and effect in accordance with their terms, and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) honor all the terms thereof. Notwithstanding anything herein to the contrary, if any Company Indemnified Party notifies Parent on or prior to the sixth anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 6.3, the provisions of this Section 6.3 shall continue in effect on terms with respect to such matter until coverage and amounts no less favorable to such indemnified persons than those of the final disposition D&O Insurance; provided, that (A) Lilly may substitute one or more policies of all claims relating thereto. No Company Indemnified Party shall settlea reputable and financially sound insurance company for the D&O Insurance, compromise or consent so long as such substitute policies have at least the same coverage and amounts and contain terms and conditions which are no less advantageous to the entry persons currently covered by the D&O Insurance; (B) Lilly will not be required to pay any annual premium for the D&O Insurance or any substitutes with respect thereto in excess of 250% of the amount paid by CoLucid for coverage for the period of 12 months most recently commenced prior to the date of the Merger Agreement (such amount paid by CoLucid, the “Maximum Amount”); and (C) if the premium for the D&O Insurance or any judgment in any actual substitutes therefor exceeds 250% of the Maximum Amount, Xxxxx will purchase a substitute policy with the greatest coverage available for 250% of the Maximum Amount. Xxxxx will provide, or threatened claim in respect of which indemnification has been sought by such Company Indemnified Party hereunder without the prior written consent of Parent not cause to be unreasonably withheld provided, a copy of such D&O Insurance to each current director and officer of CoLucid. Pursuant to the Merger Agreement, if Lilly or delayedthe Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other entity and is not the continuing or surviving corporation or entity of such consolidation or merger; or (ii) transfers all or substantially all of its properties and assets to any entity or person, then, and in each such case, proper provision shall be made so that the successors and assigns of Lilly or the Surviving Corporation, as the case may be, will assume the obligations described above and in the Merger Agreement.