Common use of Indemnification; Insurance Clause in Contracts

Indemnification; Insurance. (a) Parent and Sub agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former directors or officers (the "Indemnified Parties") of the Company and its subsidiaries as provided in their respective certificates of incorporation or by-laws (or similar organizational documents) or existing indemnification contracts as filed with the Company Filed SEC Documents shall survive the Merger and shall continue in full force and effect in accordance with their terms.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Peak Technologies Group Inc), Agreement and Plan of Merger (International Business Machines Corp), Kirkwood Acquisition Corp

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Indemnification; Insurance. (a) Parent and Sub Subsidiary agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former trustees, directors or officers (the "Indemnified Parties") of the Company and its subsidiaries as provided in their respective declarations of trust, certificates of incorporation or by-laws bylaws (or similar organizational documents) or existing indemnification contracts as filed with the Company Filed SEC Documents ), shall survive the Merger and shall continue in full force and effect in accordance with their terms.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Istar Financial Inc), Agreement and Plan of Merger (Istar Financial Inc), Agreement and Plan of Merger (Istar Financial Inc)

Indemnification; Insurance. (a) Parent and Sub agree that all rights to indemnification for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers directors, officers, employees and agents (the "Indemnified Parties") of the Company and its subsidiaries as provided in their respective certificates articles of incorporation or by-laws (or similar organizational documents) or existing indemnification contracts as filed with the Company Filed SEC Documents shall survive the Merger and shall continue in full force and effect in accordance with their terms.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Graphic Industries Inc), Agreement and Plan of Merger (Wallace Computer Services Inc), Agreement and Plan of Merger (Wallace Computer Services Inc)

Indemnification; Insurance. (a) Parent and Sub agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former directors or officers (the "Indemnified Parties") of the Company and its subsidiaries as provided in their respective certificates its Certificate of incorporation Incorporation or byBy-laws (or similar organizational documents) or existing indemnification contracts as filed with (all of which have been disclosed on Schedule 4.10 of the Company Filed SEC Documents Disclosure Schedule) shall survive the Merger and shall continue in full force and effect in accordance with their terms.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cocensys Inc), Agreement and Plan of Merger (Purdue Acquisition Corp)

Indemnification; Insurance. (a) Parent and Sub Purchaser agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former directors or officers (the "Indemnified Parties") of the Company and its subsidiaries as provided in their respective certificates articles of incorporation or by-laws (or similar organizational documents) or existing indemnification contracts as filed with the Company Filed SEC Documents ), shall survive the Merger and shall continue in full force and effect in accordance with their terms.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tefron LTD)

Indemnification; Insurance. (a) Parent and Sub Subsidiary agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former trustees, directors or officers (the "Indemnified Parties") of the Company and its subsidiaries as provided in their respective declarations of trust, certificates of incorporation or by-laws bylaws (or similar organizational documents) or existing indemnification contracts as filed with the Company Filed SEC Documents ), shall survive the Merger and shall continue in full force and effect in accordance with their terms.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Falcon Financial Investment Trust)

Indemnification; Insurance. (a) Parent and Sub agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former directors directors, officers, employees, fiduciaries or officers agents (the "Indemnified Parties") of the Company and its subsidiaries as provided in their respective certificates of incorporation or by-laws (or similar organizational documents) or existing indemnification contracts as filed with the Company Filed SEC Documents shall survive the Merger and shall continue in full force and effect in accordance with their terms.24

Appears in 1 contract

Samples: Agreement and Plan of Merger (WPG Corporate Development Associates v Lp)

Indemnification; Insurance. (a) Parent and Sub agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former directors directors, officers, employees, fiduciaries or officers (the "Indemnified Parties") agents of the Company and its subsidiaries (the “Indemnified Parties”), including, without limitation, as provided in their respective certificates its certificate of incorporation or by-laws (or similar organizational documents) or existing indemnification contracts as filed with the Company Filed SEC Documents or existing employment agreements, shall survive the Merger Merger, shall become the obligation of Parent and the Surviving Corporation, and shall continue in full force and effect in accordance with their terms.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Internet Commerce Corp)

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Indemnification; Insurance. (a) Parent and Sub agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former directors or officers (the "Indemnified Parties") of the Company and its subsidiaries as provided in their respective certificates its Amended and Restated Articles of incorporation Incorporation or by-laws (or similar organizational documents) or existing indemnification contracts Bylaws, as filed with the Company Filed SEC Documents amended and restated, shall survive the Merger and shall continue in full force and effect in accordance with their terms.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Edmark Corp)

Indemnification; Insurance. (a) Parent and Sub agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former directors directors, officers, employees, fiduciaries or officers agents (the "Indemnified Parties") of the Company and its subsidiaries as provided in their respective certificates of incorporation or by-laws (or similar organizational documents) or existing indemnification contracts as filed with the Company Filed SEC Documents shall survive the Merger and shall continue in full force and effect in accordance with their terms.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Atc Group Services Inc /De/)

Indemnification; Insurance. (a) Parent and Sub agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former directors or officers (the "Indemnified Parties") of the Company and its subsidiaries the Subsidiaries as provided in their respective certificates of incorporation or by-laws bylaws (or similar organizational documents) or existing indemnification contracts as filed with the Company Filed SEC Documents shall survive the Merger and shall continue in full force and effect in accordance with their terms.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Legend Properties Inc)

Indemnification; Insurance. (a) Parent and Sub agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former directors directors, officers, employees, fiduciaries or officers agents of the Company and its subsidiaries (the "Indemnified Parties") of the Company and its subsidiaries ), including, without limitation, as provided in their respective certificates its certificate of incorporation or by-laws (or similar organizational documents) or existing indemnification contracts as filed with the Company Filed SEC Documents or existing employment agreements, shall survive the Merger Merger, shall become the obligation of Parent and the Surviving Corporation, and shall continue in full force and effect in accordance with their terms.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Easylink Services Corp)

Indemnification; Insurance. (a) Parent and Sub agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former directors or officers (the "Indemnified Parties") of the Company and its subsidiaries as provided in their respective certificates articles of incorporation or by-laws (or similar 37 organizational documents) or existing indemnification contracts as filed with the Company Filed SEC Documents ), shall survive the Merger and shall continue in full force and effect in accordance with their terms.

Appears in 1 contract

Samples: Agreement and Plan of Merger (International Business Machines Corp)

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