Common use of Indemnification, Exculpation and Insurance Clause in Contracts

Indemnification, Exculpation and Insurance. (a) Parent agrees 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 of the Company and its subsidiaries as provided in their respective articles of organization or by-laws (or comparable organizational documents) and any indemnification agreements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to honor all such rights.

Indemnification, Exculpation and Insurance. (a) The Parent agrees 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 of the Company and its subsidiaries Subsidiaries as provided in their respective articles certificate of organization incorporation or by-laws bylaws (or comparable organizational documents) and any indemnification agreements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreementhas been disclosed in the Company Disclosure Letter, shall be assumed by the Parent and the Surviving Corporation in the MergerCorporation, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and the Parent shall cause the Surviving Corporation to honor all such rights.

Indemnification, Exculpation and Insurance. (a) Parent agrees and Sub agree that all rights to indemnification indemnification, advancement of expenses 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 of the Company and its subsidiaries Subsidiaries as provided in their respective articles certificates of organization incorporation or by-laws bylaws (or comparable organizational documents) and any indemnification or other agreements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, Agreement and set forth in Section 5.05 of the Company Letter shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to comply with and honor all such rightsthe foregoing obligations without termination or modification thereof.

Indemnification, Exculpation and Insurance. (a) Parent agrees and 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 of the Company and its subsidiaries Subsidiaries as provided in their respective articles certificates of organization incorporation or by-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company (or any of its Subsidiaries, in each case as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to honor all such rights.

Indemnification, Exculpation and Insurance. (a) Parent agrees 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 of the Company Target and its subsidiaries as provided in their respective articles of organization or by-laws (or comparable organizational documents) and any indemnification agreements of the Company Target (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to honor all such rights.

Indemnification, Exculpation and Insurance. (a) Parent agrees and Sub agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (and rights for advancement of expenses) now existing in favor of the current or former directors or officers of the Company and its subsidiaries as provided in their respective articles certificates of organization incorporation or by-laws bylaws (or comparable organizational documents) and any indemnification or other agreements of the Company (and/or its subsidiaries as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, Agreement shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause ensure that the Surviving Corporation to honor all such rightscomplies with and honors the foregoing obligations.

Indemnification, Exculpation and Insurance. (a) Parent agrees and Sub agree that all rights to indemnification indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (and rights for advancement of expenses) now existing in favor of the current or former directors or officers of the Company and its subsidiaries Subsidiaries as provided in their respective articles certificates of organization incorporation or by-laws bylaws (or comparable organizational documents) and any indemnification or other agreements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, Agreement shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to honor all such rights.

Indemnification, Exculpation and Insurance. (a) Parent agrees and Sub agree that all rights to indemnification indemnification, advancement of expenses 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 of the Company and its subsidiaries Subsidiaries as provided in their respective articles certificates of organization incorporation or by-laws bylaws (or comparable organizational documents) and any indemnification or other agreements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, Agreement shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to comply with and honor all such rightsthe foregoing obligations without termination or modification thereof.

Indemnification, Exculpation and Insurance. (a) Parent agrees and Sub agree that all rights to indemnification indemnification, advancement of expenses 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 of the Company and its subsidiaries Subsidiaries as provided in their respective articles certificates of organization incorporation or by-laws bylaws (or comparable organizational documents) and any indemnification or other agreements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, Agreement and set forth in Section 5.05 of the Company Letter shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation and its successors and assigns to comply with and honor all such rightsthe foregoing obligations.

Indemnification, Exculpation and Insurance. (a) Parent agrees that shall, and shall cause the Surviving Corporation to, assume and honor the obligations with respect to all rights to indemnification and exculpation from liabilities as the same exist as of the date hereof, including advancement of expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its subsidiaries as provided in their respective articles of organization the Company Certificate, the Company Bylaws or by-laws (any Contract between such directors or comparable organizational documents) officers and any indemnification agreements of the Company (in each case, as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause terms as of the Surviving Corporation to honor all such rightsdate hereof.

Indemnification, Exculpation and Insurance. (a) Parent agrees and Sub agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (and rights for advancement of expenses) now existing in favor of the current or former directors or officers of the Company and its subsidiaries as provided in their respective articles certificates of organization incorporation or by-laws (or comparable organizational documents) and any indemnification or other agreements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, Agreement shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause ensure that the Surviving Corporation to honor all such rightscomplies with and honors the foregoing obligations.

Indemnification, Exculpation and Insurance. (a) Parent agrees and Merger Sub agree that all rights to indemnification indemnification, advancement of expenses 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 of the Company and its subsidiaries Subsidiaries as provided in their respective articles certificates of organization incorporation or by-laws bylaws (or comparable organizational documents) and any indemnification or other agreements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, ) shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms. From and after the Effective Time, Parent and Parent shall cause the Surviving Corporation shall be jointly and severally liable to honor all pay and perform in a timely manner such rightsindemnification obligations.

Indemnification, Exculpation and Insurance. (a) Parent ------------------------------------------ Lucent agrees 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 of the Company INS and its subsidiaries as provided in their respective articles certificate of organization incorporation or by-laws (or comparable organizational documents) and any indemnification agreements of the Company INS (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent Lucent shall cause the Surviving Corporation to honor all such rights.

Indemnification, Exculpation and Insurance. (a) Parent agrees that all 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 of the Company and its subsidiaries Subsidiaries as provided in their respective articles of organization or by-laws bylaws (or comparable organizational documents) and any indemnification agreements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent Americas shall cause the Surviving Corporation to honor all such rightsrights for a period of not less than six years after the Effective Time.

Indemnification, Exculpation and Insurance. (a) Parent Lucent agrees 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 of the Company INS and its subsidiaries as provided in their respective articles certificate of organization incorporation or by-laws (or comparable organizational documents) and any indemnification agreements of the Company INS (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent Lucent shall cause the Surviving Corporation to honor all such rights.

Indemnification, Exculpation and Insurance. (a) Parent agrees and Sub agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (and rights for advancement of expenses) now existing in favor of the current or former directors or officers of the Company and its subsidiaries as provided in their respective articles of organization incorporation or by-laws (or comparable organizational documents) and any indemnification or other agreements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, hereof shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to honor all such rights.

Indemnification, Exculpation and Insurance. (a) Parent agrees and Sub agree that all rights to indemnification indemnification, advancement of expenses 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 of the Company and its subsidiaries Subsidiaries as provided in their respective articles certificates of organization incorporation or by-laws bylaws (or comparable organizational documents) and any indemnification or other agreements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, Agreement and set forth in Section 5.05 of the Company Letter shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation and its successors and assigns to comply with and honor all such rightsthe foregoing obligations without modification thereof.

Indemnification, Exculpation and Insurance. (a) Parent Lucent agrees 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 of the Company Ascend and its subsidiaries as provided in their respective articles certificates of organization incorporation or by-laws (or comparable organizational documents) and any indemnification agreements of the Company (as each is in effect on the date hereof)Ascend, the existence of which does not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent Lucent shall cause the Surviving Corporation to honor all such rights.

Indemnification, Exculpation and Insurance. (a) Parent agrees that all rights to indemnification indemni fication, advancement of expenses 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 of the Company and its subsidiaries Target as provided in their respective articles its certificate of organization incorporation or by-laws (or comparable organizational documents) and any indemnification indemnifi cation agreements of the Company Target (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to honor all such rights.

Indemnification, Exculpation and Insurance. (a) Parent agrees a)Parent and Sub agree that all rights to indemnification indemnification, advancement of expenses 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 of the Company and its subsidiaries Subsidiaries as provided in their respective articles of organization incorporation or by-laws bylaws (or comparable organizational documents) and any indemnification or other agreements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, Agreement and set forth in Section 5.05 of the Company Letter shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to comply with and honor all such rightsthe foregoing obligations.

Indemnification, Exculpation and Insurance. (a) Parent agrees and Sub agree that all rights to indemnification indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (and rights for advancement of expenses) now existing in favor of the current or former directors or officers of the Company and its subsidiaries the Subsidiaries as provided in their respective articles of organization or by-laws bylaws (or comparable organizational documents) and any indemnification or other agreements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, Agreement shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to honor all such rights.

Indemnification, Exculpation and Insurance. (a) Parent agrees and Sub agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (and rights for advancement of expenses) now existing in favor of the current or former directors or officers of the Company and its subsidiaries as provided in their respective articles certificates of organization incorporation or by-laws (or comparable organizational documents) and any indemnification or other agreements of the Company (and/or its subsidiaries as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, Agreement shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause ensure that the Surviving Corporation to honor all such rightscomplies with and honors the foregoing obligations.

Indemnification, Exculpation and Insurance. (a) Parent agrees and Merger Sub agree that all rights to indemnification indemnification, advancement of expenses 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 of the Company and its subsidiaries Subsidiaries as provided in their respective articles certificates of organization incorporation or by-laws (or comparable organizational documents) and any indemnification or other agreements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, ) shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms. From and after the Effective Time, Parent and Parent shall cause the Surviving Corporation shall be jointly and severally liable to honor all pay and perform in a timely manner such rightsindemnification obligations.

Indemnification, Exculpation and Insurance. (a) Parent agrees and Sub agree that all rights to indemnification indemnification, advancement of expenses 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 of the Company and its subsidiaries Subsidiaries as provided in their respective articles certificates of organization incorporation or by-laws bylaws (or comparable organizational documents) and any indemnification or other agreements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, Agreement and set forth in Section 5.06 of the Company Letter (the “Scheduled Indemnity Agreements”) shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to comply with and honor all such rightsthe foregoing obligations.

Indemnification, Exculpation and Insurance. (a) Parent agrees and Sub agree that all rights to indemnification indemnification, advancement of expenses 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 of the Company and its subsidiaries Subsidiaries as provided in their respective articles certificates of organization incorporation or by-laws (or comparable organizational documents) and any indemnification or other agreements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, ) shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms. From and after the Effective Time, Parent and Parent shall cause the Surviving Corporation shall be jointly and severally liable to honor all pay and perform in a timely manner such rightsindemnification obligations.

Indemnification, Exculpation and Insurance. (a) Parent agrees and Sub agree that all rights to indemnification indemnification, advancement of expenses 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 of the Company and its subsidiaries Subsidiaries as provided in their respective articles certificates of organization incorporation or by-laws bylaws (or comparable organizational documents) and any indemnification or other agreements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, Agreement shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to comply with and honor all such rightsthe foregoing obligations.

Indemnification, Exculpation and Insurance. (a) Parent agrees that all rights to indemnification indemnification, advancement of expenses 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 of the Company and its subsidiaries Target as provided in their respective articles its certificate of organization incorporation or by-laws (or comparable organizational documents) and any indemnification agreements of the Company Target (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to honor all such rights.