Indemnification Continuation. (a) For purposes of this Section 6.3, (i) “Indemnified Person” shall mean any person who is now, or has been at any time prior to the Effective Time, (x) an officer or director of the Company or any of its Subsidiaries or (y) serving at the request of the Company as an officer or director of another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust, and (ii) “Proceeding” shall mean any claim, action, suit, proceeding or investigation.
Indemnification Continuation. (a) For purposes of this Section 6.3, (i) “Indemnified Person” shall mean any person who is now, or has been at any time prior to the Effective Time, an officer or director of the Company or who was serving at the request of the Company as an officer or director of another corporation, joint venture or other enterprise, and can provide evidence thereof to Parent reasonably acceptable to Parent and (ii) “Proceeding” shall mean any claim, action, suit, proceeding or investigation, whether or not such claim, proceeding or investigation results in a formal civil or criminal litigation or regulatory action.
Indemnification Continuation. (a) For purposes of this Section 6.3, (i) “Xxxxxxx Indemnified Person” shall mean any person who is now, or has been at any time prior to the Effective Time, (x) an officer or director of Parent or any of its Subsidiaries or (y) serving at the request of Parent as an officer or director of or in any similar capacity with another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust, (ii) “Xxxxxxx Indemnified Person” shall mean any person who is now, or has been at any time prior to the Effective Time, (x) an officer or director of or in any similar capacity with the Company or any of its Subsidiaries or (y) serving at the request of the Company as an officer or director of another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust and (iii) “Proceeding” shall mean any claim, demand, action, suit, proceeding, subpoena or investigation.
Indemnification Continuation. (a) For purposes of this Section 6.04, (i) “Comet Indemnified Person” shall mean any person who is now, or has been at any time prior to the Effective Time, (x) an officer or director of Comet or any of its Subsidiaries or (y) serving at the request of Comet as an officer or director of or in any similar capacity with another corporation, limited liability company, joint venture or other enterprise (which term shall include employee benefit plans) or general partner of any partnership or a trustee of any trust or a member of any committee of Comet with oversight over Comet’s employee benefit plans and their participants or beneficiaries and (ii) “Venus Indemnified Person” shall mean any person who is now, or has been at any time prior to the Effective Time, (x) an officer or director of Venus or any of its Subsidiaries or (y) serving at the request of Venus as an officer or director of or in any similar capacity with another corporation, limited liability company, joint venture or other enterprise (which term shall include employee benefit plans) or general partner of any partnership or a trustee of any trust or a member of any committee of Venus with oversight over Venus’s employee benefit plans and their participants or beneficiaries.
Indemnification Continuation. (a) Parent and its Subsidiaries (collectively, the “Indemnifying Party”) will, and Parent will cause the Surviving Company and its Subsidiaries to, from and after the Effective Time, indemnify, defend and hold harmless, as and to the fullest extent permitted or required by applicable Law, each present or former director or officer of the Company or any of its Subsidiaries (collectively, the “Indemnified Parties”) against any losses, claims, damages, liabilities, costs, legal and other expenses, judgments, fines and amounts paid in settlement or actually and reasonably incurred by any such Indemnified Party in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, in respect of any actions or omissions (or alleged actions or omissions) by any such Indemnified Party prior to the Effective Time (including in connection with the transactions contemplated by this Agreement). In the event of any such claim, action, suit, proceeding or investigation, each Indemnified Party will be entitled to advancement of fees and expenses incurred in the defense of any such claim, action, suit, proceeding or investigation within thirty (30) days of receipt by Parent or the Surviving Company from the Indemnified Party of a request therefor, subject to the Surviving Company’s receipt of an undertaking (without the posting of any bond or other collateral) by such Indemnified Party to repay such fees and expenses if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Party is not entitled to be indemnified under applicable Law; provided, however, that (i) the Surviving Company will not be liable for any settlement effected without the Surviving Company’s prior written consent and (ii) the Surviving Company and Parent shall cooperate in the defense of any such matter.
(b) The Surviving Company will, and Parent will cause the Surviving Company to, (i) maintain in effect for a period of six (6) years after the Effective Time the current policies of directors’ and officers’ liability insurance maintained by the Company immediately prior to the Effective Time (provided that the Surviving Company may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous in any material respect to the directors and officers of the Company and its Subsidiaries when compar...
Indemnification Continuation. (a) For purposes of this Section 6.2, (i) “Indemnified Person” shall mean any person who is now, or has been at any time prior to the Effective Time, an officer or director of
Indemnification Continuation. (a) For purposes of this 6.2, (i) "Indemnified Person" shall mean any person who is now, or has been at any time prior to the Effective Time, an officer or director of the Company or who was serving at the request of the Company as an officer or director of another corporation, joint venture or other enterprise, and can provide evidence thereof to Parent acceptable to Parent in its sole discretion and (ii) "Proceeding" shall mean any claim, action, suit, proceeding or investigation.
Indemnification Continuation. (a) For purposes of this Section 5.5, “Indemnified Person” shall mean any person who is now, or has been at any time prior to the Closing, (x) an officer or director of any ContentCo Entity, (y) serving at the request of any ContentCo Entity as an officer or director of or in any similar capacity with another corporation, limited liability company, joint venture or other enterprise (which term shall include employee benefit plans) or general partner of any partnership or a trustee of any trust or a member of any committee of the board of directors of any ContentCo Entity with oversight over the employee benefit plans of any ContentCo Entity and their participants or beneficiaries or (z) solely for purposes of Section 5.5(d), the indemnified parties under the provisions referenced therein.
Indemnification Continuation. From and after the Effective Time, Parent and the Surviving Corporation shall indemnify and hold harmless each person who has at any time prior to the Effective Time been an officer, director or employee of the Company or any other person entitled to be indemnified by the Company pursuant to its Articles of Incorporation and Bylaws as they are in effect on the date hereof, or pursuant to any reasonable agreement with the Company in effect on the date hereof (an "INDEMNIFICATION AGREEMENT"), to the same extent as provided in such Articles of Incorporation and Bylaws or Indemnification Agreement; provided that it is understood that the foregoing undertaking shall not grant to any such officers, directors or employees or other person rights of indemnity against either the Company or the Surviving Corporation more extensive than those such persons may currently have against the Company.
Indemnification Continuation. (a) For Purposes of this Section 5.6: (i) "INDEMNIFIED PERSON" means any person who is now, or has been at any time prior to the Effective Time, an officer or director of Cortech or BioStar or who was serving at the request of Cortech or BioStar as an officer or director of another corporation, joint venture or other enterprise, or a general partner of any partnership, or trustee of any trust and (ii) "PROCEEDING" means any claim, action, suit, proceeding or investigation.
