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 Company, as provided in the Company's or Subsidiary's Certificate of Incorporation and/or its 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 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 Company, as provided in the Company's or Subsidiary's Certificate of Incorporation and/or its 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; 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 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 CompanyHoldings and/or any of its Subsidiaries, as provided in the Company's certificate of incorporation, the bylaws, other organizational documents, or Subsidiary's Certificate of Incorporation and/or its By-laws and/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; 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 CompanyCorporation, as provided in the Company's or Subsidiary's Certificate of Incorporation and/or its and or the By-laws and/or 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 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 CompanyCorporation, as provided in the Company's or Subsidiary's Certificate of Incorporation and/or its the 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, HOWEVER-------- 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.