Common use of Indemnification of Directors and Officers of the Company Clause in Contracts

Indemnification of Directors and Officers of the Company. (a) From and after the Final Closing Date, Parent and the Surviving Corporation agree to indemnify, defend and hold harmless the former directors and officers of the Company and the persons listed on Exhibit 3.21 (as used in this Section, each an "Indemnified Person") from and against all losses, claims, damages, liabilities and judgments (and related expenses including, but not limited to, attorney's fees and amounts paid in settlement), and any action or other proceeding in respect thereof, to which any Indemnified Person becomes subject, based upon or arising out of actions or omissions or alleged actions or omissions of such persons occurring (or alleged to have occurred) at or prior to the Final Closing Date, to the fullest extent (including the advancement of expenses) permitted under (1) the Delaware General Corporation Law or the Louisiana Business Corporation Law, as applicable, or (2) the certificate of incorporation, bylaws or other governing documents of the Company as in effect on the date of this Agreement, whichever of (1) or (2) is greater.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Transcoastal Marine Services Inc), Agreement and Plan of Merger (Transcoastal Marine Services Inc), Agreement and Plan of Merger (Transcoastal Marine Services Inc)

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Indemnification of Directors and Officers of the Company. (a) From and after the Final Closing Date, Parent and the Surviving Corporation Company, jointly and severally, agree to indemnify, defend and hold harmless the former directors and officers of the Company and the persons listed on Exhibit 3.21 (as used in this Section, each an "Indemnified Person") from and against all losses, claims, damages, liabilities and judgments (and related expenses including, but not limited to, attorney's fees and amounts paid in settlement), and any action or other proceeding in respect thereof, to which any Indemnified Person becomes subject, based upon or arising out of actions or omissions or alleged actions or omissions of such persons occurring (or alleged to have occurred) at or prior to the Final Closing Date, to the fullest extent (including the advancement of expenses) permitted under (1) the Delaware General Corporation Law or the Louisiana Business Corporation Law, as applicable, or (2) the certificate of incorporation, bylaws or other governing documents of the Company as in effect on the date of this Agreement, whichever of (1) or (2) is greater.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Transcoastal Marine Services Inc)

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