Indemnification by the Surviving Corporation. (a) The Surviving Corporation shall indemnify, defend, and hold harmless the present directors, officers, employees, and agents of the Company and its Subsidiaries (each, an "Indemnified Party) after the Effective Time against all Damages in connection with any Action arising out of actions or omissions occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) to the full extent permitted under Florida Law and by the Company's Articles of Incorporation and Bylaws as in effect as of the date hereof, including any provisions relating to advances of expenses incurred in the defense of any action, suit or proceeding. Gold Banc shall cause the Surviving Corporation and all other relevant Gold Banc subsidiaries to apply such rights of indemnification in good faith and to the fullest extent permitted by applicable Law.
(b) With respect to all persons who are currently covered by the Company's directors' and officers' liability insurance, the Surviving Corporation shall maintain in effect for a period of not less than three years following the Effective Time the current directors' and officers' liability insurance maintained by the Company (provided that the Surviving Corporation may substitute therefor policies of at least equivalent coverage containing terms and conditions and coverages which are no less advantageous to the current directors and officers of the Company) with respect to matters occurring prior to the Effective Time.
(c) If the Surviving Corporation or any of its successors or assigns shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or shall transfer all or substantially all of its assets to any person, corporation or entity, then in each case, proper provision shall be made so that the successors and assigns of the Surviving Corporation shall assume the obligations set forth in this Section 10.6.
(d) The provisions of this Section 10.6 are intended to be for the benefit of and shall be enforceable by, each Indemnified Party, his or her heirs and representatives, and shall survive the consummation of the Merger and be binding on all successors and assigns of the Surviving Corporation.
Indemnification by the Surviving Corporation. From and after the Closing, the Surviving Corporation shall indemnify and hold harmless Parent and its Affiliates, officers, directors and employees (collectively, the “Parent Indemnified Parties”), and shall reimburse Parent Indemnified Parties for any Damages resulting from (i) any breach of representation or warranty made by Oakmont or New Oakmont in Article 3, and (ii) any breach or default in the performance by Oakmont or New Oakmont of any covenant or agreement of Oakmont or New Oakmont contained herein.
Indemnification by the Surviving Corporation. (a) Assuming consummation of the Merger, commencing as of the Effective Time, the Surviving Corporation shall (i) indemnify, defend and hold harmless each person who is, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, an officer or director of the Company against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not be unreasonably withheld) in connection with any claim, action, suit, proceeding or investigation to the extent based on or arising out of the fact that such person is or was a director, officer or employee of the Company ("Indemnified Liabilities"), pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time and (ii) indemnify, defend and hold harmless each person who is, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, an officer, director or employee of the Company (the "Indemnified Parties") against all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the full extent a corporation is permitted under the laws of its state of incorporation to indemnify its own directors, officers or employees, as the case may
Indemnification by the Surviving Corporation. Surviving Corporation agrees to defend, indemnify and hold harmless the Stockholders and their Affiliates and their respective directors, officers, employees and agents from, against and in respect of, the full amount of:
(i) any and all Indemnified Losses arising from or in connection with any breach or violation of any of the representations or warranties of Purchaser or Parent contained in this Agreement, and
(ii) any and all Indemnified Losses arising from or in connection with any breach or violation of any of the covenants or agreements of Purchaser or Parent contained in this Agreement.
Indemnification by the Surviving Corporation. Parent and the Surviving Corporation agrees that it will indemnify, defend, protect and hold harmless Stockholders, their respective heirs, executors and personal representatives, at all times from and after the date of this Agreement from and against all liabilities, claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, losses costs and expenses whatsoever (including specifically, but without limitation, court costs, reasonable attorneys' fees and expenses and reasonable expenses of investigation) incurred by Stockholders as a result of or incident to: (i) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties set forth herein, or in the Schedules or certificates attached hereto or delivered pursuant hereto by Buyer; (ii) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Buyer or Parent made in this Agreement; incident to operations by Buyer and Parent after the Closing Date; and (iv) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (i) or (ii) of this Section 12.4 had been satisfied.
Indemnification by the Surviving Corporation. From and after the Closing, the Surviving Corporation shall indemnify and hold harmless Parent, officers, directors and employees (collectively, the “Parent Indemnified Parties”), and shall reimburse Parent Indemnified Parties for any Damages resulting from (i) any breach of representation or warranty made by Capital in this Agreement, and (ii) any breach or default in the performance by Capital of any covenant or agreement of Capital contained herein.
Indemnification by the Surviving Corporation. From and after the Closing, the Surviving Corporation shall indemnify and hold harmless the Company Stockholders and their Affiliates, officers, directors and employees (collectively, the “Company Indemnified Parties”), and shall reimburse the Company Indemnified Parties for any Damages resulting from (i) any breach of representation or warranty made by ATMI in Article 3, and (ii) any breach or default in the performance by ATMI of any covenant or agreement of ATMI contained herein.
Indemnification by the Surviving Corporation. Parent shall indemnify and hold harmless each Holder, the officers, directors, partners, members, agents and employees of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), arising out of or relating to any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of Parent prospectus or in any amendment or supplement thereto or in any Parent preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that (A) such untrue statements, alleged untrue statements, omissions or alleged omissions are based solely upon information regarding such Holder furnished in writing to Parent by such Holder for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities, or (B) in the case of an occurrence of an event of the type specified in Section 8.2(b)(v)-(vii), the use by such Holder of an outdated or defective Prospectus after Parent has timely notified such Holder that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 8.5. Parent shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Surviving Corporation is aware in connection with the transactions contemplated by this Agreement.
Indemnification by the Surviving Corporation. The Surviving Corporation agrees to indemnify the Royale Petroleum against any loss, damage, or expense (including reasonable attorney fees) suffered by Royale Petroleum from (1) any breach by the Surviving Corporation of this Agreement or (2) any inaccuracy in or breach of any of the representations, warranties or covenants by the Surviving Corporation; provided, that Royale Petroleum shall promptly give notice of any such claims hereunder to the Surviving Corporation.
Indemnification by the Surviving Corporation. Subject to the limitations set forth in this Article VIII, following the Closing, the Surviving Corporation shall indemnify the Stockholders' Representative, the Recipients and any Person who was an officer or director of the Company immediately prior to the Effective Time, including their successors and assigns (each, a "RELATED PARTY," and collectively, the "RELATED PARTIES"), and hold them harmless from and against, as and when incurred, any Losses arising out of, relating or attributable to any (i) breach by Parent or Purchaser of any representation or warranty made by Purchaser in this Agreement or in any certificate furnished by Parent or Purchaser pursuant to this Agreement, or (ii) non-fulfillment or breach of any covenant of Parent, Purchaser or the Surviving Corporation in this Agreement.
