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. Parent and 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 to indemnify current or former directors or officers 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 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 10.1 (notwithstanding any provisions of those policies that they will terminate as a result of a merger), or provide substantially equivalent coverage and amounts containing terms no less favorable to such directors or officers, and from insurance carriers with at least comparable claims paying ability ratings, to the extent that insurance is available at an annual cost not exceeding 350% of the annual cost of the policies of directors and officers liability insurance that are in effect at the date of this Agreement (and, to the extent that insurance is not available at an annual cost not exceeding 350% of the annual cost of the policies that are in effect at the date of this Agreement, the Surviving Corporation will maintain in effect the maximum coverage that is available for that amount). In lieu of the foregoing, and notwithstanding anything in this Agreement to the contrary, prior to the Effective Time, the Company may purchase a “tail” insurance policy (which policy by its express terms shall survive the Merger) of at least the same coverage and amounts containing terms and conditions that are no less favorable to the directors and officers of the Company as the Company’s existing policy or policies, and from insurance carriers with at least comparable claims paying ability ratings, for the benefit of the current and former officers and directors of the Company with a claims period of six years from the Effective Time with respect to directors’ and officers’ liability insurance for claims arising from facts or events that occurred at or prior to the Effective Time. If the Surviving Corporation is acquired during the period of six years after the date of this Agreement, the Surviving Corporation will require in any agreement relating to its being acquired that the acquirer agree to m...
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. 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. 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. (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 at a cost not exceeding $75,000.
(b) The provisions of this Paragraph 9.1 are intended to be for the benefit of, and will be enforceable by, the respective directors, officers and employees of the Company or its subsidiaries to which it relates and their heirs and representatives and will be binding upon the Surviving Corporation.
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) Sema will cause the Surviving Corporation to honor, and not to amend or modify, for a period of not less than six years after the date of this Agreement, any obligations of the Company to indemnify present and former directors, officers or employees of the Company or its subsidiaries with respect to matters which occurred or occur on or prior to the Effective Time, whether arising under the Company's certificate of incorporation or by-laws, under agreements, under the DGCL or in any other manner. Notwithstanding anything to the contrary in this Paragraph, however, the Surviving Corporation will not be required to indemnify any present or former director, officer or employee to the extent that person is covered by, and receives payments under, policies of directors and officers liability insurance or other insurance policies.
(b) Sema will cause the Surviving Corporation to maintain in effect for at least two years after the Effective Time the directors and officers liability policy maintained by the Company at the date of this Agreement, or a substantially comparable policy, except that if the annual premium for that insurance would be more than 200% of the annual premium the Company paid for the directors and officers liability policy in effect during 2000, Sema will only be required to cause the Surviving Corporation to obtain the maximum amount of directors and officers liability insurance which the Surviving Corporation can obtain for an annual premium equal to 200% of the annual premium the Company paid for the policy which was in effect during 1999. If the Surviving Corporation terminates the directors and insurance liability insurance before the sixth anniversary of the Effective Time, Sema will cause the Surviving Corporation to purchase extended reporting coverage under the directors and officers liability insurance covering claims made within the remainder of that period, ending on the sixth anniversary of the Effective Time, with respect to acts which occurred prior to the Effective Time.
(c) The provisions of this Paragraph 8.2 are intended to be for the benefit of, and will be enforceable by, the persons who are entitled to indemnification or insurance coverage under it and their heirs and representatives.
(d) Sema guarantees that the Surviving Corporation will fulfill the obligations described in this Paragraph 8.2.
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,
