Common use of Indemnification; Exculpation Clause in Contracts

Indemnification; Exculpation. (a) All rights to indemnification and exculpation (including the advancement of expenses) from liabilities for acts or omissions occurring at or prior to the Effective Time (including with respect to the transactions contemplated by this Agreement) existing as of the date hereof in favor of the current or former directors, officers and employees of the Corporation, as provided in the Certificate of Incorporation and/or the By-Laws and/or any indemnification agreements and pursuant to applicable law 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 without amendment, modification or repeal in accordance with their terms for a period of not less than 5 years after the Effective Time; provided, -------- however, that if any claims are asserted or made within such period, all rights ------- to indemnification (and to advancement of expenses) hereunder in respect of any such claims shall continue, without diminution, until disposition of any and all such claims.

Indemnification; Exculpation. (a) All Except to the extent provided in Section 9.6, all rights to indemnification and exculpation (including the advancement of expenses) from liabilities for acts or omissions occurring at or prior to the Effective Time Closing (including with respect to the transactions contemplated by this AgreementTransactions) existing as of the date hereof in favor of the current or former directors, officers and employees of the CorporationHoldings and/or any of its Subsidiaries, as provided in the Certificate certificate of Incorporation and/or incorporation, the By-Laws and/or bylaws, other organizational documents, or any indemnification agreements of any of Holdings or any of its Subsidiaries and pursuant to applicable law shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger Transactions and shall continue in full force and effect without amendment, modification or repeal in accordance with their terms for a period of not less than 5 six (6) years after the Effective TimeClosing; provided, -------- however, that if any claims are asserted or made within such period, all rights ------- to indemnification (and to advancement of expenses) hereunder in respect of any such claims shall continue, without diminution, until disposition of any and all such claims.

Indemnification; Exculpation. (a) All rights to indemnification and exculpation (including the advancement of expenses) from liabilities for acts or omissions occurring at or prior to the Effective Time (including with respect to the transactions contemplated by this Agreement) existing as of the date hereof in favor of the current or former directors, officers and employees of the Corporation, as provided in the Certificate of Incorporation and/or and or the By-Laws and/or and or any indemnification agreements and pursuant to applicable law 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 without amendment, modification or repeal in accordance with their terms for a period of not less than 5 years after the Effective Time; providedPROVIDED, -------- howeverHOWEVER, that if any claims are asserted or made within such period, all rights ------- to indemnification (and to advancement of expenses) hereunder in respect of any such claims shall continue, without diminution, until disposition of any and all such claims.

Indemnification; Exculpation. (a) All rights to indemnification and exculpation (including the advancement of expenses) from liabilities for acts or omissions occurring at or prior to the Effective Time (including with respect to the transactions contemplated by this Agreement) existing as of the date hereof in favor of the current or former directors, officers and employees of the CorporationCompany, as provided in the Company's or Subsidiary's Certificate of Incorporation and/or the its By-Laws laws and/or any indemnification agreements and pursuant to applicable law 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 without amendment, modification or repeal in accordance with their terms for a period of not less than 5 years after the Effective Time; provided, -------- however, that if any claims are asserted or made within such period, -------- ------- all rights ------- to indemnification (and to advancement of expenses) hereunder in respect of any such claims shall continue, without diminution, until disposition of any and all such claims.

Indemnification; Exculpation. (a) 5.7.1 All rights to indemnification and exculpation (including the advancement of expenses) from liabilities for acts or omissions occurring at or prior to the Effective Time Closing (including with respect to the transactions contemplated by this AgreementTransaction) existing as of the date hereof in favor of the current or former directors, managers, officers and employees of the CorporationAcquired Companies (collectively, the “Covered Persons”), as provided in the Certificate certificate of Incorporation and/or formation, operating agreement, other similar organizational or governing documents that have been made available to Buyer prior to the By-Laws and/or date of this Agreement, or any indemnification or employment agreements of any Acquired Company that have been made available to Buyer prior to the date of this Agreement and pursuant to applicable law shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and Law shall survive the Merger Transaction and shall continue in full force and effect without amendment, modification or repeal (other than as required by applicable Law) in accordance with their terms for a period of not less than 5 years [***] after the Effective TimeClosing; provided, -------- however, that if any claims are asserted or made within such period, all rights ------- to indemnification (and to advancement of expenses) hereunder in respect of any such claims shall continue, without diminution, until disposition of any and all such claims.

Indemnification; Exculpation. (a) All rights to indemnification and exculpation (including the advancement of expenses) from liabilities for acts or omissions occurring at or prior to the Effective Time (including with respect to the transactions contemplated by this Agreement) existing as of the date hereof in favor of the current or former directors, officers and employees of the CorporationCompany, as provided in the Company's or Subsidiary's Certificate of Incorporation and/or the its By-Laws laws and/or any indemnification agreements and pursuant to applicable law 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 without amendment, modification or repeal in accordance with their terms for a period of not less than 5 years after the Effective Time; providedPROVIDED, -------- howeverHOWEVER, that if any claims are asserted or made within such period, all rights ------- to indemnification (and to advancement of expenses) hereunder in respect of any such claims shall continue, without diminution, until disposition of any and all such claims.