Common use of Indemnification, Exculpation and Insurance Clause in Contracts

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to all rights to indemnification and exculpation from liabilities, 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 as provided in the Company Articles, the Company By-laws or any indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof), 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.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to and Sub agree that all rights to indemnification indemnification, advancement of expenses and exculpation from liabilities, including advancement of expenses, 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 certificate of incorporation or bylaws (or comparable organizational documents) and any indemnification or other agreements of the Company Articles, the Company By-laws or any indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof)of this Agreement shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time 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 the Surviving Corporation to comply with and honor the foregoing obligations.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to all All rights to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company as provided in the Company Articles, the Company By-laws or any indemnification Contract agreement between such directors directors, officers or officers employees and the Company (in each case, as in effect on the date hereof)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.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to all rights to indemnification and exculpation from liabilities, 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 the Company ArticlesCertificate, the Company By-laws Bylaws, the organization documents of any Subsidiary or any written indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof), 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.

Indemnification, Exculpation and Insurance. (a) The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to to, assume and perform the obligations with respect to all rights to indemnification and exculpation from liabilities, 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 as provided in the Company ArticlesCertificate, the Company By-laws Bylaws or any indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof), 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.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to all All rights to indemnification and exculpation from liabilities, including advancement of expenses, 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 the Subsidiaries as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and any indemnification agreements of the Company ArticlesCompany, the Company By-laws or any indemnification Contract between such directors or officers and existence of which does not constitute a breach of this Agreement, shall be assumed by the Company (Surviving Corporation in each case, as in effect on the date hereof)Merger, without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect (to the extent consistent with applicable law) in accordance with their terms.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to and Holdco each agrees that all rights to indemnification indemnification, advancement of expenses and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company and its Subsidiaries as provided in their respective organizational documents and any indemnification or other similar agreements of the Company Articles, the Company By-laws or any indemnification Contract between such directors or officers and the Company (of its Subsidiaries, in each case, case as in effect on the date hereof)of this Agreement, without further actionshall be assumed, as of at the at the Effective Time by the Surviving Company, and such obligations shall survive the Company Merger and shall continue in full force and effect in accordance with their terms.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, 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 as provided in the Company ArticlesCertificate, the Company By-laws or any indemnification Contract agreement between such directors or officers and the Company (in each case, as in effect on the date hereof), 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.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to agrees that all rights to indemnification and exculpation from liabilities, including advancement of expenses, 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 incorporation or bylaws (or comparable organizational documents) and any indemnification agreements of the Company ArticlesCompany, the Company By-laws or any indemnification Contract between such directors or officers and the Company (in each caseexistence of which does not constitute a breach of this Agreement, as in effect on the date hereof)shall be assumed by Parent, 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.

Indemnification, Exculpation and Insurance. (a) Parent shall shall, to the fullest extent permitted by law, cause the Surviving Corporation to assume all of the Company's obligations with respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, 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 as provided in the Company ArticlesCharter, the Company By-laws Bylaws or any indemnification Contract agreement between such directors or officers and the Company (in each case, as in effect on the date hereof), without further action, as of the Effective Time Time, and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to agrees that all rights to indemnification and exculpation from liabilities, including advancement of expenses, 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 as provided in the Company ArticlesCertificate, the Company By-laws or any indemnification Contract agreement between such directors or officers and the Company (in each case, as in effect on the date hereof)) shall be assumed in all respects 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.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to all All rights to indemnification and exculpation from liabilities, including advancement of expenses, 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 the Subsidiaries as provided in their respective certificates of incorporation or by- laws (or comparable organizational documents) and any indemnification agreements of the Company ArticlesCompany, the Company By-laws or any indemnification Contract between such directors or officers and existence of which does not constitute a breach of this Agreement, shall be assumed by the Company (Surviving Corporation in each case, as in effect on the date hereof)Merger, without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect (to the extent consistent with applicable law) in accordance with their terms.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to agrees that all rights to indemnification indemnification, advancement of expenses and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or and officers of Beyond6, ANG and its Affiliates (the Company “D&O Indemnified Parties”) as provided in the Company Articles, the Company By-laws or their respective Organizational Documents and any indemnification Contract between such directors or officers and the Company (in each case, other agreements as in effect on the date hereof)Execution Date shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time Time, and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms, and the Surviving Corporation shall comply with and honor the foregoing obligations.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to all All rights to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers or officers employees of the Company as provided in the Company ArticlesCertificate, the Company By-laws or any indemnification Contract agreement between such directors directors, officers or officers employees and the Company (in each case, as in effect on the date hereof)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.

Indemnification, Exculpation and Insurance. (a) Parent shall shall, to the fullest extent permitted by law, cause the Surviving Corporation to assume all of the Company’s obligations with respect to all rights to indemnification and exculpation from liabilities, including advancement of expenses, 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 as provided in the Company ArticlesCharter, the Company By-laws Bylaws or any indemnification Contract agreement between such directors or officers and the Company (in each case, as in effect on the date hereof), without further action, as of the Effective Time Time, and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to all rights to indemnification and exculpation from liabilities, 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 as provided in the Company Articles, the Company By-By- laws or any indemnification Contract between such directors or officers and the Company (in each case, as in effect on the date hereof), 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.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to all All rights to indemnification and exculpation from liabilities, including advancement of expenses, 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 as provided in the Company ArticlesCertificate, the Company By-laws or any indemnification Contract agreement between such directors or officers and the Company (in each case, as in effect on the date hereof)) 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.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to agrees that all rights to indemnification and exculpation from liabilities, including advancement of expenses, 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 as provided in the Company ArticlesAmended and Restated Articles of Incorporation, the Company By-laws Bylaws or any indemnification Contract agreement between such directors or officers and the Company (in each case, as in effect on the date hereof)) 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.

Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving Corporation to assume the obligations with respect to agrees that all rights to indemnification and exculpation from liabilities, including advancement of expenses, liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or employees or officers of the Company as provided in the Company ArticlesCertificate of Incorporation, the Company By-laws Bylaws or any indemnification Contract agreement between such directors or officers and the Company (in each case, as in effect on the date hereof)) 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.