Indemnification for Prior Acts. (a) The Surviving Corporation will honor, and will not amend or modify for a period of not less than six years after the date of this Agreement, any and all obligations of the Company and its subsidiaries to indemnify present and former directors, officers or employees of the Company or its subsidiaries (each an "Indemnified Party") with respect to matters which occur on or prior to the Effective Time, whether provided in the certificate of incorporation or by-laws of the Company or any of its subsidiaries, in any of the agreements listed on Exhibit 9.1-A(1) or under the DGCL. The Surviving Corporation will, maintain in effect for not less than six years after Effective Time with respect to occurrences prior to the Effective Time the Company's policies of directors and officers' liability insurance which are in effect on the date of this Agreement and are listed on Exhibit 9.1-A(2) (notwithstanding any provisions of those policies that they will terminate as a result of Merger) to the extent that such insurance (or substantially similar insurance) is available.
Indemnification for Prior Acts. (a) Parent will cause the Surviving Corporation to (i) honor, and not to amend or modify, and to indemnify and hold harmless and advance costs and expenses pursuant to, and to the same extent as, any obligations of the Company or its subsidiaries under any agreement or arrangement (including any provision of the Company’s Certificate of Incorporation or bylaws or the Certificate of Incorporation or bylaws and similar organizational documents of any of the Company’s subsidiaries) in effect on the date of this Agreement to indemnify persons who at the Effective Time are current or former directors, officers, agents or employees of the Company or its subsidiaries (each an “Indemnified Party”) with respect to matters which occur at or prior to the Effective Time, and (ii) cause the Certificate of Incorporation and the bylaws of the Surviving Corporation to contain provisions no less favorable with respect to exculpation, indemnification and advances of expenses of Indemnified Parties for periods at or prior to the Effective Time than are set forth in the Certificate of Incorporation and the By-laws of the Company as of the date of this Agreement. Parent hereby guaranties the indemnification and expense advancement obligations of the Surviving Corporation and its subsidiaries under such agreements and arrangements. Parent will, or will cause the Surviving Corporation to, maintain in effect for not less than six years after the Effective Time, with respect to occurrences on or prior to the Effective Time, the Company’s policies of directors’ and officers’ liability insurance and fiduciary liability insurance (“D&O Insurance”) which are in effect on the date of this Agreement and are listed on Schedule 8.1 (notwithstanding any provisions of those policies that they will terminate as a result of the Merger), or substantially similar insurance, which in each case will cover each person covered by the Company’s current D&O Insurance, to the extent that insurance is available at an annual cost not exceeding 200% of the annual cost of the D&O Insurance that is in effect at the date of this Agreement, and to the extent that insurance is not available at an annual cost that will not exceed such amount, Parent will, or will cause the Surviving Corporation to, maintain in effect for that period the maximum amount of such insurance coverage that can be obtained for such maximum annual cost. The insurance maintained by Parent or the Surviving Corporation pursuant to this Se...
Indemnification for Prior Acts. LA eFund shall honor, and shall not amend or modify for at least six years after the date of this Agreement, any obligations of any Merger Party, or any of its subsidiaries, to indemnify the Manager or the Independent Representative (each an “Indemnified Party”) with respect to matters which occur prior to the Effective Time. The provisions of this Section 7.2 are intended to be for the benefit of, and shall be enforceable by, Indemnified Parties.
Indemnification for Prior Acts. Survivor shall honor, and shall not amend or modify for at least six years after the date of this Agreement, any obligations of any Merger Party, or any of its subsidiaries, to indemnify the Manager or the Independent Representative (each an “Indemnified Party”) with respect to matters which occur prior to the Effective Time. The provisions of this Section 7.2 are intended to be for the benefit of, and shall be enforceable by, Indemnified Parties.
Indemnification for Prior Acts. For a period of no less than six years after the Effective Time, to the fullest extent permitted by applicable Law, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless, all past and present directors, including, but not limited to the member of the Special Committee, and officers of the Company and its subsidiaries (collectively, the “Indemnified Parties”) against any costs, expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Indemnified Party is or was a director, officer, employee or fiduciary of the Company or any of its subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association whether asserted or claimed prior to, at or after the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), and provide advancement of expenses to the Indemnified Parties, to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment), (ii) without limitation to clause (i), to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of not less than six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereof and (iii) not set...
Indemnification for Prior Acts. Growth 2019 shall honor, and shall not amend or modify for at least six years after the date of this Agreement, any obligations of any Merger Party, or any of its subsidiaries, to indemnify the Manager or the Independent Representative (each an “Indemnified Party”) with respect to matters which occur prior to the Effective Time. The provisions of this Section 7.2 are intended to be for the benefit of, and shall be enforceable by, Indemnified Parties.
Indemnification for Prior Acts. The Surviving Corporation will (i) honor, and will not amend or modify for a period of not less than six years after the Effective Time, any obligation of the Company to indemnify present and former directors, officers or employees of the Company or its subsidiaries (each, an "Indemnified Party") with respect to matters which occurred or occur prior to the Effective Time and (ii) keep in force for at least six years after the Effective Time directors and officers liability insurance, insuring the persons who were directors or officers of the Company at or before the Effective Time, which provides coverage which is at least as broad as that under the policy which is in force immediately before the Effective Time, and is in an amount at least as great (and with a deductible retention at least as small) as that under the policy which is in force immediately before the Effective Time (or such lesser amount as is the maximum amount which can be obtained for an annual premium equal to 150% of the annual premium for the policy which is in force immediately before the Effective Time).
Indemnification for Prior Acts. 1. The Surviving Corporation will honor, and will not amend or modify for a period of not less than six years after the date of this Agreement, any obligations of the Company or its subsidiaries to indemnify current or former directors, officers or employees of the Company or its subsidiaries (each an "Indemnified Party") with respect to matters which occur prior to the Effective Time. The Surviving Corporation will, maintain in effect for not less than six years after Effective Time with respect to occurrences prior to the Effective Time the Company's policies of directors and officers' liability insurance which are in effect on the date of this Agreement and are listed on Exhibit 9.1-A(2) (notwithstanding any provisions of those policies that they will terminate as a result of the Merger) to the extent that such insurance (or substantially similar insurance) is available at a cost not exceeding $115,000.
Indemnification for Prior Acts. (a) The Sur- viving Corporation shall honor in accordance with their respec- tive terms and maintain in full force and effect without limi- tation as to time all indemnification, contribution or similar rights with respect to matters occurring on or prior to the Effective Time existing in favor of those individuals who were directors, officers or employees of Greystone or any of its subsidiaries at any time at or prior to the Effective Time (collectively, the "Covered Parties") as provided in the cer- tificate of incorporation or by-laws of Greystone or the Surviving Corporation or any of its subsidiaries or in any of the indemnification agreements with Greystone or any of its subsid- iaries or otherwise listed on Exhibit 5.8-A(1). The Surviving Corporation shall maintain in effect for not less than six years after the Effective Time Greystone's policies of direc- tors and officers liability insurance in effect at the date of this Agreement, which are listed on Exhibit 5.8-A(2) (notwith- standing any provision of such policies that such policies ter- minate as a result of the Merger), and from and after the Ef- fective Time shall continue to include as insureds thereunder on the terms thereof the current and former officers, directors and employees of Greystone or any of its subsidiaries who are covered by those policies at the date of this Agreement with respect to all matters occurring on or prior to the Effective Time. For a period of six years after the Effective Time, the Surviving Corporation will not amend, alter or modify Article X of the Surviving Corporation's certificate of incorporation. The Surviving Corporation will also maintain in effect for at least three years after the Effective Time, directors and of- ficers liability insurance comparable to that maintained by Greystone as of the date hereof with respect to matters occur- ring after the Effective Time (notwithstanding any provision of such policies that such policies terminate as a result of the Merger). The Surviving Corporation will notify each Covered Person of each change in insurance coverage and each amendment to the Surviving Corporation's Certificate of Incorporation, whether or not permitted by this Paragraph, which may affect
Indemnification for Prior Acts. (a) The Surviving Corporation will honor, and will not amend or modify for at least six years after the date of this Agreement, any obligations of the Company and its subsidiaries (including those under their certificates of incorporation or by-laws as in effect at the date of this Agreement) to indemnify current and former directors, officers or employees of the Company or its subsidiaries (each an "Indemnified Party") with respect to matters which occur on or prior to the Effective Time. The Surviving Corporation will maintain in effect for not less than six years after the Effective Time, with respect to occurrences prior to the Effective Time, the Company's policies of directors and officers' liability insurance which are in effect on the date of this Agreement and are listed on Schedule 9.1 (notwithstanding any provisions of those policies that they will terminate as a result of Merger), or substantially similar insurance, and umbrella coverage of $10 million under policies maintained by Lazard Freres Real Estate Investors L.L.C., to the extent that insurance is available at a cost not exceeding (i) $600,000, minus (ii) credits for unused premiums relating to periods after the basic policy coverage is terminated. If that insurance is not available at a cost not exceeding $600,000 minus those credits, the Surviving Corporation will provide the maximum coverage which is available for that amount.
