Common use of Indemnification of Officers and Directors Clause in Contracts

Indemnification of Officers and Directors. (a) All rights to indemnification, advancement of expenses and exculpation by the Company existing in favor of those Persons who are directors or officers of the Company as of the date of this Agreement or have been directors or officers of the Company in the past (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the certificate of incorporation and bylaws of the Company (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said Indemnified Persons (as set forth on Section 6.5(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of such Indemnified Persons, and shall be observed by the Surviving Corporation and its Subsidiaries to the fullest extent available under Delaware or other applicable Legal Requirements for a period of six years from the Effective Time, and any claim made pursuant to such rights within such six-year period shall continue to be subject to this Section 6.5(a) and the rights provided under this Section 6.5(a) until disposition of such claim.

Indemnification of Officers and Directors. (a) All rights to indemnification, advancement of expenses and exculpation by the Company existing as of the Agreement Date in favor of those Persons who are directors or and officers of the Company as of the date of this Agreement Date or have been directors or and officers of the Company in the past (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the certificate of incorporation and bylaws of the Company (as in effect as of the date of this AgreementAgreement Date) and as provided in the indemnification agreements between the Company and said Indemnified Persons (as set forth on Section 6.5(a) of disclosed in the Company Disclosure Schedule Letter and in effect as of the date of this Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this AgreementAgreement Date, shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of such Indemnified Persons, and shall be observed by Parent, the Surviving Corporation and its Subsidiaries their successors and assigns to the fullest extent available under Delaware or other applicable Legal Requirements Law for a period of six (6) years from the Effective Time, and any claim made pursuant to such rights within such six-year six (6)-year period shall continue to be subject to this Section 6.5(a7.4(a) and the rights provided under this Section 6.5(a7.4(a) until disposition of such claim.

Indemnification of Officers and Directors. (a) All rights to indemnification, advancement of expenses and exculpation by the Company existing as of the date hereof in favor of those Persons who are directors or and officers of the Company Acquired Corporations as of the date of this Agreement or have been directors or and officers of the Company Acquired Corporations in the past (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the certificate of incorporation and bylaws (or applicable governing documents) of the Company each Acquired Corporation (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company each Acquired Corporation and said Indemnified Persons (as set forth on Section Part 6.5(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of such Indemnified Persons, and shall be observed by the Surviving Corporation and its Subsidiaries to the fullest extent available under Delaware or other applicable Legal Requirements law for a period of six (6) years from the Effective Time, and any claim made pursuant to such rights within such six-year six (6)-year period shall continue to be subject to this Section 6.5(a) and the rights provided under this Section 6.5(a) until disposition of such claim.

Indemnification of Officers and Directors. (a) All rights to indemnification, advancement of expenses and exculpation by the Company existing in favor of those Persons who are directors or and officers of the Company any Acquired Corporation as of the date of this Agreement or have been directors or and officers of the Company any Acquired Corporation in the past (collectively, the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the certificate of incorporation and bylaws (or applicable governing documents) of the Company applicable Acquired Corporation (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company Acquired Corporation and said Indemnified Persons (as set forth on Section Part 6.5(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of such Indemnified Persons, and shall be observed by the Surviving Corporation and its Subsidiaries to the fullest extent available under Delaware or other applicable Legal Requirements law for a period of six years from the Effective Time, and any claim made pursuant to such rights within such six-year period shall continue to be subject to this Section 6.5(a) and the rights provided under this Section 6.5(a) until disposition of such claim.

Indemnification of Officers and Directors. (a) All rights to indemnification, advancement of expenses expenses, and exculpation by the Company and Company Subsidiaries existing in favor of those Persons who are directors or officers of the Company or any Company Subsidiary as of the date of this Agreement or Agreement, have been directors or officers of the Company in or any Company Subsidiary at any time at or prior to the past Effective Time or are or were director or officers of the Company or any Company Subsidiary and are or were at any time at or prior to the Effective Time, serving, at the request or with the knowledge and consent of the Company or any Company Subsidiary, as a director, officer, member, manager or fiduciary of any other Person (collectively, the “Indemnified Persons”) for their acts and omissions in such capacities occurring at or prior to the Effective Time, as provided in the certificate of incorporation and bylaws of the Company or any Company Subsidiary (as in effect as of the Effective Time) or in any indemnification agreements between the Company or any Company Subsidiary and said Indemnified Persons (in effect as of the date of this Agreement) Agreement and as provided in the indemnification agreements between the Company and said Indemnified Persons (as set forth on Section 6.5(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, ) shall survive the Merger and shall not be amended, repealed repealed, or otherwise modified for a period of six (6) years from the Effective Time in any manner that would could adversely affect the rights thereunder of any Indemnified Person in such Indemnified Personscapacities, and shall be observed by the Surviving Corporation and its Subsidiaries shall be bound to the fullest extent available under Delaware Law or other applicable Legal Requirements Law for a period of six (6) years from the Effective Time, and any claim made pursuant to such rights within such six-year six (6)-year period shall continue to be subject to this Section 6.5(a6.04(a) and the rights provided under this Section 6.5(a6.04(a) until full and final disposition of such claim.

Indemnification of Officers and Directors. (a) All rights to indemnification, advancement of expenses and exculpation by the Company existing as of the date hereof in favor of those Persons who are directors or and officers of the Company as of the date of this Agreement or have been directors or and officers of the Company in the past (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the certificate of incorporation and bylaws (or applicable governing documents) of the Company (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said Indemnified Persons (as set forth on Section Part 6.5(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of such Indemnified Persons, and shall be observed by the Surviving Corporation and its Subsidiaries to the fullest extent available under Delaware or other applicable Legal Requirements law for a period of six years from the Effective Time, and any claim made pursuant to such rights within such six-year period shall continue to be subject to this Section 6.5(a) and the rights provided under this Section 6.5(a) until disposition of such claim.

Indemnification of Officers and Directors. (a) All rights to indemnification, advancement of expenses and exculpation by the Company existing in favor of those Persons who are directors or officers of the Company as of the date of this Agreement or have been directors or officers of the Company in the past (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the certificate of incorporation and bylaws of the Company (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said Indemnified Persons (as set forth on Section Part 6.5(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of such Indemnified Persons, and shall be observed by the Surviving Corporation and its Subsidiaries to the fullest extent available under Delaware or other applicable Legal Requirements Laws for a period of six years from the Effective Time, and any claim made pursuant to such rights within such six-year period shall continue to be subject to this Section 6.5(a) and the rights provided under this Section 6.5(a) until disposition of such claim.

Indemnification of Officers and Directors. (a) All rights to indemnification, advancement of expenses and exculpation by the Company existing in favor of those Persons who are directors or officers of the Company as of the date of this Agreement or have been directors or officers of the Company in the past (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the certificate of incorporation and bylaws of the Company (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said Indemnified Persons (as set forth on Section 6.5(a6.6(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement, the “Indemnification Agreements”) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of such Indemnified Persons, and shall be observed by the Surviving Corporation and its Subsidiaries to the fullest extent available under Delaware law or other applicable Legal Requirements for a period of six years from the Effective Time, and any claim made pursuant to such rights within such six-year period shall continue to be subject to this Section 6.5(a6.6(a) and the rights provided under this Section 6.5(a6.6(a) until disposition of such claim.

Indemnification of Officers and Directors. (a) All rights to indemnification, advancement of expenses and exculpation by the Company existing in favor of those Persons who are directors or officers of the Company as of the date of this Agreement or have been directors or officers of the Company in the past (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the certificate of incorporation and bylaws of the Company (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said Indemnified Persons (as to the extent set forth on Section Part 6.5(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of such Indemnified Persons, and shall be observed by the Surviving Corporation and its Subsidiaries to the fullest extent available under Delaware or other applicable Legal Requirements Laws for a period of six years from the Effective Time, and any claim made pursuant to such rights within such six-year period shall continue to be subject to this Section 6.5(a) and the rights provided under this Section 6.5(a) until disposition of such claim.

Indemnification of Officers and Directors. (a) All rights to indemnification, advancement of expenses and exculpation by the Company existing in favor of those Persons who are directors or and officers of the Company any Acquired Corporation as of the date of this Agreement or have been directors or officers of the Company any Acquired Corporation in the past (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the certificate of incorporation and bylaws (or applicable governing documents) of the Company applicable Acquired Corporation (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company Acquired Corporation and said Indemnified Persons (as set forth on Section 6.5(aPart 5.6(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of such Indemnified Persons, and shall be observed by the Surviving Corporation and its Subsidiaries to the fullest extent available under Delaware or other applicable Legal Requirements law for a period of six years from the Effective Time, and any claim made pursuant to such rights within such six-year period shall continue to be subject to this Section 6.5(a5.6(a) and the rights provided under this Section 6.5(a5.6(a) until disposition of such claim.

Indemnification of Officers and Directors. (a) All rights to indemnification, advancement of expenses expenses, and exculpation by the Company existing (the “Indemnification Obligations”) in favor of those Persons who are directors or officers of the Company as of the date of this Agreement or have been directors or officers of the Company in the past (collectively, the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the certificate of incorporation and bylaws Organizational Documents of the Company (as in effect as of the date of this Agreement) and as provided or in the any indemnification agreements between the Company and said Indemnified Persons that was made available to Parent (as set forth on Section 6.5(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, shall survive the Merger Effective Time and shall not be amended, repealed repealed, or otherwise modified in any manner that would adversely affect the rights thereunder of such any Indemnified PersonsPerson, and shall be observed and maintained by the Surviving Corporation and its Subsidiaries to the fullest extent available under Delaware or other applicable Legal Requirements Law for a period of six (6) years from the Effective Time, and any claim made pursuant to such rights within such six-year period shall continue to be subject to this Section 6.5(a5.7(a) and the rights provided under this Section 6.5(a5.7(a) until disposition of such claim.

Indemnification of Officers and Directors. (a) All rights to indemnification, advancement of expenses and exculpation by the Company existing in favor of those Persons who are directors or officers of the Company as of the date of this Agreement or have been directors or officers of the Company in the past (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the certificate of incorporation and bylaws of the Company (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said Indemnified Persons (as set forth on Section Part 6.5(a) of the Company Disclosure Table of Contents Schedule and in effect as of the date of this Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of such Indemnified Persons, and shall be observed by the Surviving Corporation and its Subsidiaries to the fullest extent available under Delaware or other applicable Legal Requirements for a period of six years from the Effective Time, and any claim made pursuant to such rights within such six-year period shall continue to be subject to this Section 6.5(a) and the rights provided under this Section 6.5(a) until disposition of such claim.

Indemnification of Officers and Directors. (a) All rights to indemnification, advancement of expenses and exculpation by the Company existing in favor of those Persons who are directors or officers of the Company any Acquired Corporation as of the date of this Agreement Date or have been directors or officers of the Company any Acquired Corporation in the past (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the certificate of incorporation and bylaws (or applicable governing documents) of the Company Acquired Corporations (as in effect as of the date of this AgreementAgreement Date) and as provided in the indemnification agreements between the Company and said Indemnified Persons (as set forth on Section 6.5(a6.7(a) of the Company Disclosure Schedule Letter and in effect as of the date of this AgreementAgreement Date) in the forms made available Made Available by the Company to Parent or Parent’s Representatives prior to the date of this AgreementAgreement Date, shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of such Indemnified Persons, except as required by applicable Law, and Surviving Corporation shall be observed by (and Ultimate Parent shall cause the Surviving Corporation to) observe, honor and its Subsidiaries fulfill such rights to the fullest extent available under Delaware or other applicable Legal Requirements law for a period of six years from the Effective Time, and any claim made pursuant to such rights within such six-year period shall continue to be subject to this Section 6.5(a6.7(a) and the rights provided under this Section 6.5(a6.7(a) until disposition of such claim.