D&O Matters. (a) KBR and Merger Sub agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers currently indemnified by BE&K and its Subsidiaries (each an “Indemnified Person”) as 45 provided in their respective certificates of incorporation, bylaws (or comparable organizational documents) or other agreements providing indemnification shall survive the Merger and, subject to Applicable Law, shall continue in full force and effect in accordance with their terms.
D&O Matters. (a) To the fullest extent not prohibited by Applicable Law, from and after the Closing, all rights to indemnification, exculpation and advancement of expenses existing as of the date hereof in favor of any individual who, at the Closing, is entitled to exculpation, indemnification and advancement of expenses thereunder (collectively, the “D&O Indemnified Persons”) with respect to their activities as such prior to the Closing, as provided in the Company Formation Documents, operating agreements, organizational documents, indemnification agreements or other contracts of the Company Group as in effect on the date hereof (the “Indemnity Arrangements”), shall survive the Closing and continue in full force and effect for a period of not less than six (6) years from the Closing Date; provided that, in the event any claim or claims are asserted or made within such survival period, all such rights to indemnification in respect of any claim or claims shall continue until final disposition of such claim or claims. The Indemnity Arrangements shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Person to whom this Section 9.3 applies without the consent of such affected D&O Indemnified Person.
D&O Matters. 9.6.1. Level 8 agrees that, for a period of six years after the Closing and except to the extent otherwise required by law, it shall cause the certificate of incorporation and by-laws of the Company to contain provisions with respect to indemnification and exculpation from liability no less favorable to the individuals who, on or prior to the Closing, were directors, officers, employees or agents of the Company (collectively, the "Indemnified Parties") than those set forth in the Company's certificate of incorporation and by-laws in effect immediately before the Closing.
D&O Matters. (m) Xxxxx agrees and acknowledges that the Company Group provides certain exculpation and indemnification protection under the Organizational Documents of the Company Group (collectively, the “D&O Protection”) to officers and directors of the Company Group (each, a “Protected Person”). Beginning on the Closing Date and continuing until the sixth anniversary of the Closing Date, unless required by applicable Legal Requirements, Buyer will not, and will not permit any Company Group member or any of its Subsidiaries or Affiliates to, amend, repeal or modify in a manner adverse to the beneficiary thereof any D&O Protections in the Organizational Documents of the Company Group, in each case, as it relates to any Protected Person or any acts, omissions, circumstances or events existing or occurring prior to the Closing, without the written consent of such affected Protected Person.
D&O Matters. (a) From and after the Closing Effective Time, Buyer shall, and shall cause the Acquired Companies to, honor all of the Acquired Companies’ obligations as provided in their respective Organizational Documents to indemnify each current or former director or officer (or persons holding similar positions) of any Acquired Company currently indemnified by any Acquired Company (collectively, “D&O
D&O Matters. (i) The Parties agree that all rights to indemnification, advancement of expenses and exculpation by the Company and its Subsidiaries now existing in favor of each Person who is now, or has been prior to the date hereof an officer or director of the Company as provided in the Company’s certificate of incorporation as in effect on the date of this Agreement shall remain in full force and effect in accordance with their terms, and, in the event that any Proceeding is pending or asserted or any claim made during such period, until the final disposition of such Proceeding.
D&O Matters. (a) Xxxxx agrees and acknowledges that the Company provides certain exculpation and indemnification protection under the Organizational Documents of the Company (collectively, the “D&O Protection”) to officers and directors of the Company (each, a “Protected Person”). Beginning on the Closing Date and continuing until the sixth anniversary of the Closing Date, unless required by applicable Legal Requirements, Buyer will not, and will not permit the Company to, amend, repeal or modify in a manner adverse to the beneficiary thereof any D&O Protections in the Organizational Documents of the Company, in each case, as it relates to any Protected Person or any acts, omissions, circumstances or events existing or occurring prior to the Closing, without the written consent of such affected Protected Person. 50
D&O Matters. (a) For a period of six years after the Closing, Purchaser will not, and will not permit an Acquired Company to, amend, repeal or modify any provision existing as of the date of this Agreement in any Acquired Subsidiary's Organizational Documents relating to the exculpation, indemnification or advancement of expenses of the current and former officers, directors or managers of any such Person (each, a "D&O Indemnified Person") (unless required by Law), it being the intent of the parties that each D&O Indemnified Person will continue to be entitled to such exculpation, indemnification and advancement of expenses in accordance with such provisions to the full extent permitted by applicable Law.
