Common use of Indemnification of Officers and Directors Clause in Contracts

Indemnification of Officers and Directors. (a) Parent and the Company agree that all rights to exculpation, indemnification and advancement of expenses existing as of the date of this Agreement in favor of the current (as of the Effective Time) or former directors or officers of the Company (each, an “Indemnified Person”) as provided in the Charter Documents or in any Indemnification Agreement (as defined below) shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Charter Documents as in effect as of the date of this Agreement or in any Indemnification Agreements, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Indemnified Person; provided, however, that all rights to exculpation, indemnification and advancement of expenses in favor of such Indemnified Person in respect of any Action (as defined in Section 5.5(b)) pending or asserted or any claim made against them within such six-year period shall continue until the final disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall cause the Surviving Corporation to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.4. For purposes of this Agreement, “Indemnification Agreement” shall mean any indemnification agreement between the Company and an Indemnified Person, as such agreement is in effect as of the date of this Agreement.

Indemnification of Officers and Directors. (a) Parent and the Company agree that all rights to exculpation, indemnification and advancement of expenses existing as of the date of this Agreement in favor of the current (as of the Effective Time) or former directors or officers of the Company Acquired Corporations (each, an “Indemnified Person”) as provided in the their respective Charter Documents or in any Indemnification Agreement (as defined below) shall survive the Merger and shall continue in full force and effect, but only to the extent such rights to exculpation, indemnification and advancement of expenses are available under and consistent with Delaware law. For a period of six (6) years from the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s Charter Documents as in effect as of the date of this Agreement or in any Indemnification Agreements, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Indemnified Personindividuals who at the Effective Time were current or former directors or officers of the Acquired Corporations; provided, however, that all rights to exculpation, indemnification and advancement of expenses in favor of such Indemnified Person current or former directors or officers in respect of any Action (as defined in Section 5.5(b)) pending or asserted or any claim made against them within such six-year period shall continue until the final disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.45.5. For purposes of this Agreement, “Indemnification Agreement” shall mean any indemnification agreement between the Company an Acquired Corporation and an Indemnified PersonPerson in his or her capacity as a director or officer of an Acquired Corporation, as such agreement is in effect as of the date of this Agreement.

Indemnification of Officers and Directors. (a) Parent and For a period of six (6) years after the Company agree that Effective Time, all rights to exculpationindemnification, indemnification and advancement of expenses existing as of and exculpation from liabilities for acts or omissions occurring at or prior to the date of this Agreement in favor of the current Effective Time (as of whether asserted or claimed prior to, at or after the Effective Time) now existing in favor of each individual who at the Effective Time is, or former directors at any time prior to the Effective Time was, a director or officers officer of any Acquired Company (i) as provided by the terms of the certificate of incorporation, bylaws or other charter or organizational documents of any Acquired Company or (ii) pursuant to any indemnification agreements set forth in Section 6.2 of the Company Disclosure Letter (each, an “Indemnified Person”) as provided in the Charter Documents or in any Indemnification Agreement (as defined belowx) shall survive the Merger and consummation of the Merger, (y) shall continue in full force and effect. For a period of six (6) years from effect in accordance with their terms after the Effective TimeTime (it being agreed that after the Closing such rights shall be mandatory rather than permissive, Parent shall cause the Surviving Corporation to maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Charter Documents as in effect as of the date of this Agreement or in any Indemnification Agreementsif applicable), and (z) shall not amendbe amended, repeal terminated, repealed or otherwise modify any such provisions modified in any manner that would adversely affect the rights any right thereunder of any such Indemnified Person; providedPerson to indemnification, however, that all rights to exculpation, indemnification and advancement of expenses in favor of such Indemnified Person in respect of any Action (as defined in Section 5.5(b)) pending or asserted or any claim made against them within such six-year period shall continue until the final disposition of such Action or resolution of such claimand exculpation from liabilities. From and after the Effective Time, Parent shall cause the Surviving Corporation Acquired Companies to honor, in accordance with honor and perform their respective terms, each of the covenants contained in this Section 6.4. For purposes of this Agreement, “Indemnification Agreement” shall mean any indemnification agreement between the Company and an Indemnified Person, as such agreement is in effect as of the date of this Agreementobligations thereunder.

Indemnification of Officers and Directors. (a) Parent and the Company agree that all rights to exculpation, indemnification and advancement of expenses existing as of the date of this Agreement in favor of the current (as of the Effective Time) or former directors or officers of the Company (each, an “Indemnified Person”) as provided in the Charter Documents or in any Indemnification Agreement (as defined below) shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Charter Documents as in effect as of the date of this Agreement or in any Indemnification Agreements, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Indemnified Person; provided, however, that all rights to exculpation, indemnification and advancement of expenses in favor of such Indemnified Person in respect of any Action (as defined in Section 5.5(b6.2(b)) pending or asserted or any claim made against them within such six-year period shall continue until the final disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall cause the Surviving Corporation to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.46.2. For purposes of this Agreement, “Indemnification Agreement” shall mean any indemnification agreement between the Company and an Indemnified Person, as such agreement is in effect as of the date of this Agreement.