Common use of D&O Insurance; Indemnification of Officers and Directors Clause in Contracts

D&O Insurance; Indemnification of Officers and Directors. (a) If the Closing occurs, the Acquirer agrees that all rights to indemnification and advancement of expenses and all limitations on liability existing in favor of any employee, officer or director of any of the Target Company prior to the Closing (collectively, the “D&O Persons”), as provided in the Organizational Documents of the Target Company or otherwise in effect as of the date of this Agreement with respect to any matters occurring on or prior to the Closing, shall survive the consummation of the transactions contemplated hereby and continue in full force and effect and be honored by the Acquirer after the Closing. The obligations of the Acquirer under this Section 7.8 shall not be terminated or modified in such a manner as to adversely affect any D&O Persons to whom this Section 7.8 applies without the consent of such affected D&O Persons (it being expressly agreed that the D&O Persons to whom this Section 7.8 applies shall be intended third party beneficiaries of this Section 7.8).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Isoray, Inc.), Agreement and Plan of Merger (Isoray, Inc.)

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D&O Insurance; Indemnification of Officers and Directors. (a) If the Closing occurs, the Acquirer Purchaser agrees that all rights to indemnification and advancement of expenses and all limitations on liability existing in favor of any employee, officer or director of any of the Target Company Acquired Companies prior to the Closing (collectively, the “D&O Persons”), as provided in the Organizational Documents of the Target applicable Acquired Company or otherwise in effect as of the date of this Agreement with respect to any matters occurring on or prior to the Closing, shall survive the consummation of the transactions contemplated hereby and continue in full force and effect and be honored by the Acquirer Purchaser after the Closing. The obligations of the Acquirer Purchaser under this Section 7.8 8.8 shall not be terminated or modified in such a manner as to adversely affect any D&O Persons to whom this Section 7.8 8.8 applies without the consent of such affected D&O Persons (it being expressly agreed that the D&O Persons to whom this Section 7.8 8.8 applies shall be intended third party beneficiaries of this Section 7.88.8).

Appears in 1 contract

Samples: Joinder Agreement (RumbleON, Inc.)

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D&O Insurance; Indemnification of Officers and Directors. (a) If the Closing occurs, the Acquirer Purchaser agrees that all rights to indemnification and advancement of expenses and all limitations on liability existing in favor of any employee, officer or director of any of the Target Company Acquired Companies prior to the Closing (collectively, the “D&O Persons”), as provided in the Organizational Documents of the Target applicable Acquired Company or otherwise in effect as of the date of this Agreement with respect to any matters occurring on or prior to the Closing, shall survive the consummation of the transactions contemplated hereby and continue in full force and effect and be honored by the Acquirer Purchaser after the Closing. The obligations of the Acquirer Purchaser under this Section 7.8 8.6 shall not be terminated or modified in such a manner as to adversely affect any D&O Persons to whom this Section 7.8 8.6 applies without the consent of such affected D&O Persons (it being expressly agreed that the D&O Persons to whom this Section 7.8 8.6 applies shall be intended third party beneficiaries of this Section 7.88.6).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (RumbleOn, Inc.)

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