Common use of D&O Indemnification Clause in Contracts

D&O Indemnification. (a) From the Closing Date through the later of (i) the sixth anniversary of the Closing Date and (ii) the expiration of any statute of limitations applicable to any claim, action, suit, proceeding or investigation referred to below, the Company shall indemnify and hold harmless each present and former director and officer of the Company and its subsidiaries, determined on the Closing Date (the "Indemnified Parties"), against any claims, losses, liabilities, damages, judgments, fines, fees, costs or expenses, including without limitation attorneys' fees and disbursements (collectively, "Costs"), incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring on or prior to the Closing Date, whether asserted or claimed prior to, on or after the Closing Date, to the fullest extent that the Company or such subsidiary would have been permitted, under applicable law, indemnification agreements existing on the date hereof, the Articles of Association or Memorandum of Association of the Company or such subsidiary in effect on the date hereof, to indemnify such Person (and the Company shall also advance expenses as incurred to the fullest extent permitted under applicable law provided 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).

D&O Indemnification. (a) From the Closing Date Effective Time through the later of (i) the sixth anniversary of the Closing Date date on which the Effective Time occurs and (ii) the expiration of any statute of limitations applicable to any claim, action, suit, proceeding or investigation referred to below, the Company Surviving Corporation shall indemnify and hold harmless each present and former director and officer of the Company and its subsidiariesCompany, determined on as of the Closing Date Effective Time (the "Indemnified Parties"), against any claims, losses, liabilities, damages, judgments, fines, fees, costs or expenses, including without limitation attorneys' fees and disbursements (collectively, "Costs"), incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring on at or prior to the Closing DateEffective Time (including, without limitation, the Merger, the preparation, filing and mailing of the Proxy Statement and the other transactions and actions contemplated by this Agreement), whether asserted or claimed prior to, on at or after the Closing DateEffective Time, to the fullest extent that the Company or such subsidiary would have been permitted, under applicable law, indemnification agreements existing on the date hereof, the Articles Certificate of Association Incorporation or Memorandum of Association Bylaws of the Company or such subsidiary in effect on the date hereof, to indemnify such Person (and the Company Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable law provided 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).

D&O Indemnification. (a) From the Closing Date Effective Time through the later of (i) the sixth anniversary of the Closing Date date on which the Effective Time occurs and (ii) the expiration of any statute of limitations applicable to any claim, action, suit, proceeding or investigation referred to below, the Company Surviving Corporation shall indemnify and hold harmless each present and former director and officer of the Company and its subsidiariesSubsidiaries, determined on as of the Closing Date Effective Time (the "Indemnified PartiesINDEMNIFIED PARTIES"), against any claims, losses, liabilities, damages, judgments, fines, fees, costs or expenses, including without limitation attorneys' fees and disbursements (collectively, "CostsCOSTS"), incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring on at or prior to the Closing DateEffective Time (including, without limitation, the Merger, the preparation, filing and mailing of the Proxy Statement and the other transactions and actions contemplated by this Agreement), whether asserted or claimed prior to, on at or after the Closing DateEffective Time, to the fullest extent that the Company or such subsidiary would have been permitted, under applicable law, indemnification agreements existing on the date hereof, the Articles Certificate of Association Incorporation or Memorandum of Association Bylaws of the Company or such subsidiary in effect on the date hereof, to indemnify such Person (and the Company Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable law provided 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).

D&O Indemnification. (a) From the Closing Date Effective Time through the later of (i) the sixth anniversary of the Closing Date date on which the Effective Time occurs and (ii) the expiration of any statute of limitations applicable to any claim, action, suit, proceeding or investigation referred to below, the Company Surviving Corporation shall indemnify and hold harmless each present and former director and officer of the Company and its subsidiaries, determined on as of the Closing Date Effective Time (the "Indemnified PartiesINDEMNIFIED PARTIES"), against any claims, losses, liabilities, damages, judgments, fines, fees, costs or expenses, including without limitation attorneys' fees and disbursements (collectively, "CostsCOSTS"), incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring on at or prior to the Closing DateEffective Time (including, without limitation, the Merger, the preparation, filing and mailing of the Proxy Statement and the other transactions and actions contemplated by this Agreement), whether asserted or claimed prior to, on at or after the Closing DateEffective Time, to the fullest extent that the Company or such subsidiary would have been permitted, under applicable law, indemnification agreements existing on the date hereof, the Amended and Restated Articles or Certificate of Association Incorporation or Memorandum of Association Amended and Restated Bylaws of the Company or such subsidiary in effect on the date hereof, to indemnify such Person (and the Company Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable law provided 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).