Directors Officers Indemnification and Insurance. (a) From and after the Closing Date, the Acquiror shall cause the Transferred Companies to indemnify and hold harmless, to the fullest extent permitted under applicable Law, pursuant to indemnification agreements existing on the date hereof and set forth on Schedule 7.22(a) of the Transferor Parties Disclosure Schedule or the Organizational Documents of the Transferred Companies in effect on the date hereof (and the Acquiror and the Transferred Companies shall also advance expenses to the fullest extent required by the Organizational Documents of the Transferred Companies in effect on the date hereof; provided, that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former director, officer and employee of any Transferred Company against any Losses incurred in connection with any Action, arising out of or related to such Person’s service as a director, officer or employee of any Transferred Company or services performed by such Persons at the request of any Transferred Company at or prior to the Closing Date, whether asserted or claimed prior to, at or after the Closing Date, including the Transactions, and including any expenses incurred in enforcing such Person’s rights under this Section 7.22. The indemnification agreements existing on the date hereof and set forth on Schedule 7.22(a) of the Transferor Parties Disclosure Schedule with any of the directors, officers or employees of the Transferred Companies shall continue in full force and effect in accordance with their terms following the Closing Date.
(b) For not less than six (6) years from and after the Closing Date, the Organizational Documents of the Transferred Companies shall contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses of directors, officers and employees of the Transferred Companies for periods at or prior to the Closing Date than are currently set forth in the Organizational Documents of the Transferred Companies, provided, however, that after the Closing Date, any amount in respect of which any director, officer, or employee of the Transferred Companies is entitled to be indemnified pursuant to Section 7.22(a) or this Section 7.22(b) shall be reduced by the portion of any claim for which the Parent or Acquiror is entitled to indemnification under Article X that such indemnified director, off...
Directors Officers Indemnification and Insurance. (a) From and after the Cyberonics Merger Effective Time, each of the Sorin Merger Surviving Company and the Cyberonics Merger Surviving Corporation agrees that it will indemnify and hold harmless, to the fullest extent permitted under applicable Law (and the Sorin Merger Surviving Company or the Cyberonics Merger Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification), each present and former director, officer, employee and agents of Cyberonics or any Cyberonics Subsidiary against any costs or expenses (including reasonable attorneys’ fees), judgments, settlement amounts, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such person’s service as a director, officer, employee or agent of Cyberonics or any Cyberonics Subsidiary or services performed by such persons at the request of Cyberonics or any Cyberonics Subsidiary at or prior to the Cyberonics Merger Effective Time, whether asserted or claimed prior to, at or after the Cyberonics Merger Effective Time, including the transactions contemplated by this Agreement, and including any expenses incurred in enforcing such person’s rights under this Section 5.10.
(b) For not fewer than six (6) years from and after the Cyberonics Merger Effective Time, the certificate of incorporation and bylaws of the Cyberonics Merger Surviving Corporation and each Cyberonics Subsidiary shall contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses of directors, officers, employees and agent of Cyberonics and the Cyberonics Subsidiaries for periods at or prior to the Cyberonics Merger Effective Time than are set forth in the Cyberonics Charter, the Cyberonics Bylaws or the equivalent organizational documents of any Cyberonics Subsidiary as of the date hereof, except as may be required by applicable Law. The contractual indemnification rights, if any, in existence on the date of this Agreement with any of the directors, officers, employees or agents of Cyberonics or any Cyberonics Subsidiary shall be assumed by the Cyberonics Merger Surviving Corporation, without any furt...
Directors Officers Indemnification and Insurance. (i) For a period of four years after the Effective Time, Metromedia shall maintain in effect policies of directors' and officers' liability insurance for the Surviving Corporation in substantially the same form with substantially the same terms and conditions as contained in the Company's current policies of directors' and officers' liability insurance with respect to claims arising from facts or events which occurred before the Effective Time.
Directors Officers Indemnification and Insurance
