Director Indemnification and Insurance. (a) From and after the Effective Time, Parent will fulfill and honor in all respects the obligations of the Company and Parent which exist prior to the date hereof to indemnify the Company’s and Parent’s present and former directors and officers and their heirs, executors and assigns; provided, however, that the Company directors and officers which become directors and officers of the Surviving Corporation will enter into the Surviving Corporation’s standard indemnification agreement which will supersede any other contractual rights to indemnification. The certificate of incorporation and bylaws of the Surviving Corporation will contain provisions at least as favorable as the provisions relating to the indemnification and elimination of liability for monetary damages set forth in the certificate of incorporation and bylaws of the Company, and the provisions relating to the indemnification and elimination of liability for monetary damages set forth in the certificate of incorporation and bylaws of the Company and Parent will not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, at the Effective Time, were directors, officers, employees or agents of the Company or Parent, unless such modification is required by Legal Requirements.
Director Indemnification and Insurance. (a) From and after the Effective Time, Parent and the Surviving Corporation will fulfill and honor in all respects the obligations of Company and Parent which exist prior to the date hereof to indemnify Company’s and Parent’s present and former directors and officers and their heirs, executors and assigns (each, a “D&O Indemnified Party”). The Company directors and officers who become directors and officers of the Surviving Corporation and Parent will enter into Parent’s standard indemnification agreement, which will be in addition to any other contractual rights to indemnification. The certificate of incorporation and bylaws of the Surviving Corporation will contain provisions at least as favorable as the provisions relating to the indemnification and elimination of liability for monetary damages set forth in the certificate of incorporation and bylaws of Company, and the provisions relating to the indemnification and elimination of liability for monetary damages set forth in the certificate of incorporation and bylaws of Company and Parent will not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, at the Effective Time, were directors, officers, employees or agents of Company or Parent, unless such modification is required by Legal Requirements.
Director Indemnification and Insurance. (a) From the Closing through the sixth (6th) anniversary of the Closing Date, Company shall indemnify and hold harmless each person who is now, or has been at any time prior to the Original Agreement Date, or who becomes prior to the Closing, a director or officer of any Albireo Company or Acquiring Company (the “D&O Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the D&O Indemnified Party is or was a director or officer of an Albireo Company or Acquiring Company, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted under applicable Legal Requirement, and such Albireo Company’s or Acquiring Company’s Organizational Documents, as applicable. Each D&O Indemnified Party will, to the fullest extent permitted under applicable Legal Requirements and the Albireo Company’s or Acquiring Company’s Organizational Documents, as applicable, be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each of the applicable Acquiring Company and the applicable Albireo Company, jointly and severally, upon receipt by Company or Albireo from the D&O Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, to the extent then required by applicable Legal Requirement, to repay such advances if it is ultimately determined that such person is not entitled to indemnification.
Director Indemnification and Insurance. (a) From and after the Closing Date, Bidder will fulfil and honor in all respects the obligations of Bidder which exist prior to the date hereof to indemnify, advance expenses and eliminate liability of each of Bidder’s present and former directors and officers and their heirs, executors and assigns (each, a “D&O Indemnified Party”) in accordance with the indemnity agreements granted thereto.
Director Indemnification and Insurance. To the maximum extent permitted by the Laws of the Cayman Islands, the Company shall indemnify and hold harmless the Investor Directors and shall comply with the terms of the Director Indemnification Agreements, and at the request of the Investor Directors who are not a party to the Director Indemnification Agreement, shall enter into a director indemnification agreement with the Investor Directors in similar form to the Director Indemnification Agreement. From and after the Initial Closing, the Company shall purchase and at all times thereafter, maintain customary directors’ and officers’ liability insurance for the Investor Directors, provided however that such directors’ and officers’ liability insurance shall be in form and substance satisfactory to the Investor Directors.
Director Indemnification and Insurance. To the maximum extent permitted by the laws of the jurisdiction in which the Company is incorporated, the Company shall indemnify and hold harmless the Investor Directors and the Independent Director and shall comply with the terms of each director indemnification agreement in the form attached hereto as Exhibit A (the “Director Indemnification Agreement”), and at the request of any Investor Director or the Independent Director who is not a party to a Director Indemnification Agreement, shall enter into a director indemnification agreement with such Investor Director or the Independent Director in similar form to the Director Indemnification Agreement. From and after the Closing, upon the written request of the Investor Directors or the Independent Director, the Company shall purchase and at all times thereafter maintain, customary directors’ and officers’ liability insurance for the Investor Directors and the Independent Director, provided however that such directors’ and officers’ liability insurance shall be in form and substance satisfactory to the Investor Directors and the Independent Director.
Director Indemnification and Insurance. To the maximum extent permitted by the laws of the jurisdiction in which the Company is incorporated, the Company shall indemnify and hold harmless the directors of the Company appointed by the Investors and shall comply with the terms of the director indemnification agreement in the form attached to the Purchase Agreement as Exhibit D (the “Director Indemnification Agreement”), and at the request of the any director appointed by an Investor who is not a party to a Director Indemnification Agreement, shall enter into a director indemnification agreement with such director in similar form to the Director Indemnification Agreement. From and after the Initial Closing, the Company shall purchase and at all times thereafter, maintain customary directors’ and officers’ liability insurance for the directors appointed by the Investors, provided, however, that such directors’ and officers’ liability insurance shall be in form and substance satisfactory to such directors. In the event the Company merges with another entity and is not the surviving corporation, or transfers all of its assets, proper provisions shall be made so that successors of the Company assume the Company’s obligations with respect to indemnification of directors substantially same with those provided herein.
Director Indemnification and Insurance. To the maximum extent permitted by the Laws of the jurisdiction in which the Company is organized, the Company shall indemnify and hold harmless the Investor Directors and shall comply with the terms of the director indemnification agreements (the “Director Indemnification Agreement”), and at the request of any Investor Director who is not a party to a Director Indemnification Agreement, shall enter into a director indemnification agreement with the Investor Director. The Company shall purchase and at all times thereafter, maintain customary directors’ and officers’ liability insurance for the Investor Directors, provided, however, that such directors’ and officers’ liability insurance shall be in form and substance satisfactory to the Investor Directors.
Director Indemnification and Insurance. (a) At or prior to the Closing, IFP shall have (unless agreed otherwise with Company) appropriate insurance with respect to (i) directors’ and officers’ liability insurance for a period of six years, with at least the same coverage as currently maintained by IFP, and (ii) fiduciary liability insurance and employee practices liability insurance for a period of six years, with at least the same coverage as currently maintained by IFP, in each case, with respect to matters existing or occurring on or prior to the Closing Date (including in connection with this Agreement or the Transactions), and the respective premiums payable with respect thereto shall be paid prior to the Closing.
Director Indemnification and Insurance. (a) From and after the Effective Time of Merger I, Parent shall, and shall cause the Surviving Entity to, fulfill and honor in all respects the obligations of Raven which exist prior to the date hereof to indemnify Raven's present and former directors and officers and their heirs, executors and assigns. The governing documents of the Surviving Entity will contain the provisions with respect to indemnification and elimination of liability for monetary damages set forth in the Certificate of Incorporation and Bylaws of Raven, which provisions will not be amended, repealed or otherwise modified for a period of six years from the Effective Time of Merger I in any manner that would adversely affect the rights thereunder of individuals who, at the Effective Time of Merger I, were directors, officers, employees or agents of Raven, unless such modification is required by law.
