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

Director and Officer Liability and Indemnification. For a period of six (6) years after the Closing, Buyer shall not, and Buyer shall not permit the Company to amend, repeal or modify any provision in the certificate of incorporation or bylaws (or other organizational documents) of the Company relating to the exculpation or indemnification of any officers and directors (unless required by law), it being the intent of the Parties that the officers and directors of the Company shall continue to be entitled to such exculpation and indemnification to the full extent of the law.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Manitex International, Inc.)

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Director and Officer Liability and Indemnification. For a period of six (6) seven years after the Closing, Buyer shall not, and Buyer Purchaser shall not permit the Company or Subsidiary to amend, repeal or modify any provision in the certificate its respective Certificate of incorporation Incorporation or bylaws (or other organizational documents) of the Company Bylaws relating to the exculpation or indemnification of any former officers and directors (unless required by law), it being the intent of the Parties parties that the officers and directors of the Company and Subsidiary prior to the Closing shall continue to be entitled to such exculpation and indemnification to the full fullest extent of the permitted under applicable law.

Appears in 1 contract

Samples: Recapitalization and Stock Purchase Agreement (Color Spot Nurseries Inc)

Director and Officer Liability and Indemnification. For Unless required by law, for a period of six (6) years after the Closing, Buyer the Purchaser shall not, and Buyer shall not permit the Company to to, amend, repeal or modify any provision the provisions in the certificate of incorporation or bylaws (or other organizational documents) of the Company Company’s Organizational Documents relating to the exculpation or indemnification of any officers and directors (unless required by law)officers, it being directors, partners or managers in a manner that adversely impacts such officers’, directors’, partners’ or managers’ rights related to exculpation or indemnification as set forth in such Organizational Documents on the intent of the Parties that the officers and directors of the Company shall continue to be entitled to such exculpation and indemnification to the full extent of the lawdate hereof.

Appears in 1 contract

Samples: Securities Purchase Agreement (Repay Holdings Corp)

Director and Officer Liability and Indemnification. For a period of six seven (67) years after the ClosingClosing Date, Buyer shall not, and Buyer shall not permit the Company to amend, repeal or modify any the provision in the certificate of incorporation or bylaws (or other organizational documents) of the Company Charter and Bylaws relating to the exculpation or indemnification of any former officers and directors (unless required by law), it being the intent of the Parties parties that the officers and directors of the Company prior to the Closing shall continue to be entitled to such exculpation and indemnification by the Company to the full fullest extent of the permitted under applicable law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Axsys Technologies Inc)

Director and Officer Liability and Indemnification. For a period of six (6) years after the ClosingClosing Date, the Buyer shall not, and Buyer shall not permit the any Acquired Company to amend, repeal or modify any provision in the any Acquired Company’s certificate of incorporation or bylaws (or other organizational documents) of the Company documents relating to the exculpation or indemnification of any officers and directors (unless required by law)current or former officer or director, it being the intent of the Parties parties that the officers and directors of the Company Acquired Companies shall continue to be entitled to such exculpation and indemnification to the full extent of the law.

Appears in 1 contract

Samples: Stock Purchase Agreement (James River Coal CO)

Director and Officer Liability and Indemnification. (a) For a period of six (6) five years after the Closing, Buyer the Company shall not, not and Buyer shall not permit the Company to amend, repeal or modify any provision in the certificate of incorporation or its articles, bylaws (or other organizational documents) of the Company governance documents relating to the exculpation or indemnification of any officers former offices and directors (unless required by law), it being the intent of the Parties parties that the officers and directors of the Company prior to the Closing shall continue to be entitled to such exculpation and indemnification to the full greatest extent permitted under the laws of the lawjurisdiction of incorporation of Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (1847 Holdings LLC)

Director and Officer Liability and Indemnification. For (a) Buyer shall not, and shall cause the Company not to, for a period of six (6) years after the ClosingClosing Date, Buyer shall notamend the indemnification, advancement of expenses and Buyer shall not permit the Company to amendlimitation on liability provisions existing in favor of any current or former officers, repeal directors, managers or modify any provision in the certificate of incorporation or bylaws (or other organizational documents) employees of the Company relating to as set forth in the exculpation or indemnification of any officers and directors (unless required by law), it being the intent of the Parties that the officers and directors Organizational Documents of the Company shall continue to be entitled in effect as of the date hereof in any manner adverse in any material respect to such exculpation and indemnification to the full extent current or former officers, directors, managers or employees of the lawCompany.

Appears in 1 contract

Samples: Stock Purchase Agreement (Veritiv Corp)

Director and Officer Liability and Indemnification. (a) For a period of six (6) five years after the Closing, Buyer the Company shall not, not and the Buyer shall not permit the Company to amend, repeal or modify any provision in the certificate of incorporation or its articles, bylaws (or other organizational documents) of the Company governance documents relating to the exculpation or indemnification of any officers former offices and directors (unless required by law), it being the intent of the Parties parties that the officers and directors of the Company prior to the Closing shall continue to be entitled to such exculpation and indemnification to the full greatest extent permitted under the laws of the lawjurisdiction of incorporation of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (1847 Holdings LLC)

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, Buyer shall will not, and Buyer shall will not permit the Company to to, amend, repeal or modify any provision in the certificate Company’s Articles of incorporation or bylaws (Incorporation, Bylaws or other organizational documents) equivalent governing documents relating to the exculpation, indemnification or advancement of expenses of any current and former officers or directors of the Company relating to the exculpation or indemnification of any officers and directors (unless required by law), it being the intent of the Parties that the officers and directors of the Company shall continue to be entitled to such exculpation and indemnification to the full extent of the law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Compass Group Diversified Holdings LLC)

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Director and Officer Liability and Indemnification. For a period of six (6) seven years after the Closing, Buyer shall not, and Buyer Purchaser shall not permit the Company to or Subsidiary to, amend, repeal or modify any provision in the certificate of incorporation its respective charter or bylaws (or other organizational documents) of the Company relating to the exculpation or indemnification of any former officers and directors (unless required by law), it being the intent of the Parties that the officers and directors of the Company shall continue to be entitled to such exculpation and indemnification to the full extent of the law.of

Appears in 1 contract

Samples: Stock Purchase Agreement (Gerber Childrenswear Inc)

Director and Officer Liability and Indemnification. For a period of six (6) years after the Closing, Buyer shall not, and Buyer shall not permit the Company to amend, repeal or modify any provision in the Company’s certificate of incorporation or bylaws (or other organizational documents) of the Company relating to the exculpation or indemnification of any officers and directors (unless required by law), it being the intent of the Parties parties that the officers and directors of the Company shall continue to be entitled to such exculpation and indemnification to the full extent of the law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ecollege Com)

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, the Buyer shall not, and Buyer shall not permit the Company to amend, repeal or modify any provision in the certificate Company's governing documents, including the Company's articles of incorporation or bylaws (or other organizational documents) of the Company and bylaws, relating to the exculpation or indemnification of any former officers and directors (unless required by law), it being the intent of the Parties parties that the officers and directors of the Company prior to the Closing shall continue to be entitled to such exculpation and indemnification to the full fullest extent of the permitted under applicable law.

Appears in 1 contract

Samples: Stock Purchase Agreement (RathGibson Inc)

Director and Officer Liability and Indemnification. For a period of six (6) years after the Closing, the Buyer shall not, and Buyer shall not permit the Company to to, amend, repeal or modify any provision in the certificate Company's Articles of incorporation Incorporation or bylaws (or other organizational documents) of the Company By-Laws relating to the exculpation or indemnification of any former officers and directors (directors, unless required by law), it being the intent of the Parties that the officers and directors of the Company shall continue to be entitled to or unless such exculpation and amendment does not adversely affect such indemnification to the full extent of the lawrights.

Appears in 1 contract

Samples: Stock Purchase Agreement (Railamerica Inc /De)

Director and Officer Liability and Indemnification. For a period of six (6) years after the Closing, Buyer shall not, and Buyer shall not permit the Company or the Subsidiary to amend, repeal or modify any provision in the Company's or the Subsidiary's certificate or articles of incorporation or bylaws (or other organizational documents) of the Company relating to the exculpation or indemnification of any former officers and directors (unless required by law), it being the intent of the Parties parties that the officers and directors of the Company and the Subsidiary prior to the Closing shall continue to be entitled to such exculpation and indemnification to the full fullest extent of the permitted under applicable law.

Appears in 1 contract

Samples: Merger Agreement (NBC Acquisition Corp)

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