Common use of Director and Officer Indemnification Clause in Contracts

Director and Officer Indemnification. Buyer shall not take or cause, or permit to be taken or caused by any person, any action to alter or impair any exculpatory or indemnification provisions, existing as the date hereof in the charter or bylaws or other organizational documents of any Acquired Company, for the benefit of any individual who served as a director or officer of any Acquired Company at any time prior to the Closing Date, except for any changes that may be required to conform with changes in applicable law and any changes that do not affect the application of such provisions to acts or omissions of such individuals prior to the Closing Date.

Appears in 2 contracts

Samples: Master Purchase and Sale Agreement (Varex Imaging Corp), Master Purchase and Sale Agreement (Perkinelmer Inc)

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Director and Officer Indemnification. The Buyer shall not take or causetake, cause or permit to be taken or caused by any person, person any action to alter or impair any exculpatory or indemnification provisions, now existing as the date hereof in the charter or bylaws or other organizational documents of any Acquired the Company, for the benefit of any individual who served as a director or officer of any Acquired the Company at any time prior to the Closing Date, except for any changes that may be required to conform with changes in applicable law and any changes that do not affect the application of such provisions to acts or omissions of such individuals prior to the Closing Date.

Appears in 2 contracts

Samples: Stock Purchase and Sale Agreement (Idx Systems Corp), Stock Purchase and Sale Agreement (Spheris Leasing LLC)

Director and Officer Indemnification. Buyer shall not take or cause, or permit to be taken or caused by any person, any action to alter or impair any exculpatory or indemnification provisions, now existing as the date hereof in the charter or bylaws or other organizational documents of any Acquired CompanyBusiness Subsidiary, for the benefit of any individual who served as a director or officer of any Acquired Company Business Subsidiary at any time prior to the Closing Date, except for any changes that may be required to conform with changes in applicable law Law and any changes that do not affect the application of such provisions to acts or omissions of such individuals prior to the Closing Date.

Appears in 1 contract

Samples: Master Purchase and Sale Agreement (Perkinelmer Inc)

Director and Officer Indemnification. Neither Buyer shall not take or cause, or permit to be taken or caused by any personPerson, any action to alter or impair any exculpatory or indemnification provisions, now existing as the date hereof in the charter or bylaws or other organizational documents of any Acquired CompanyBusiness Subsidiary, for the benefit of any individual who served as a director or officer of any Acquired Company Business Subsidiary at any time prior to the Closing DateTime, except for any changes that may be required to conform with changes in applicable law and any changes that do not affect the application of such provisions to acts or omissions of such individuals prior to the Closing DateTime.

Appears in 1 contract

Samples: Master Purchase and Sale Agreement (Brooks Automation Inc)

Director and Officer Indemnification. The Buyer shall not take or cause, or permit to be taken or caused by any person, any action to alter or impair any exculpatory or indemnification provisions, now existing as the date hereof in the charter (i) Certificate of Incorporation or bylaws By-laws of the Company or other organizational documents (ii) the Articles of any Acquired CompanyAmalgamation or By-laws of the Subsidiary, for the benefit of any individual who served as a director or officer of any Acquired the Company or the Subsidiary at any time prior to the Closing Date, except for any changes that may be required to conform with changes in applicable law and any changes that do not affect the application of such provisions to acts or omissions of such individuals prior to the Closing Date.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Nortek Inc)

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Director and Officer Indemnification. The Buyer shall not take or causetake, cause or permit to be taken or caused by any person, person any action to alter or impair any exculpatory or indemnification provisions, now existing as the date hereof in the charter or bylaws or other organizational documents Charter Documents of any Acquired Company, for the benefit of any individual who served as a director or officer of any Acquired Company at any time prior to the Closing Date, except for any changes that may be required to conform with changes in applicable law and any changes that do not affect the application of such provisions to acts or omissions of such individuals prior to the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (NMT Medical Inc)

Director and Officer Indemnification. Buyer shall not take or cause, or permit to be taken or caused by any person, any action to alter or impair any exculpatory or indemnification provisions, now existing as the date hereof in the charter or bylaws or other organizational documents of any Acquired CompanyCompany or Business Subsidiary, for the benefit of any individual who served as a director or officer of any Acquired Company or Business Subsidiary at any time prior to the Closing Date, except for any changes that may be required to conform with changes in applicable law and any changes that do not affect the application of such provisions to acts or omissions of such individuals prior to the Closing Date.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Medicines Co /De)

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