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 of Officers and Directors. (a) Parent and All rights to indemnification by the Company agree that all rights to exculpation, indemnification existing in favor of those Persons who are directors and advancement officers of expenses existing the Company as of the date of this Agreement in favor of (the current (as of “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time) or former directors or officers , as provided in the Certificate of Incorporation and bylaws 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 Agreement) and as provided in the indemnification agreements between the Company and said Indemnified Persons (as set forth on Part 6.6(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 in any Indemnification AgreementsParent’s Representatives prior to the date of this Agreement, shall survive the Merger and shall be observed by the Surviving Corporation and its Subsidiaries to the fullest extent available under Delaware law for a period of six years from the Effective Time, 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 requesting indemnification pursuant to such indemnification rights within such six-year period shall continue to be subject to this Section 6.6(a) and the indemnification rights provided under this Section 6.6(a) 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 of Officers and Directors. (a) Parent and All rights to indemnification by the Company agree that all rights to exculpation, indemnification existing in favor of those Persons who are directors and advancement officers of expenses existing the Company as of the date of this Agreement in favor of (the current (as of “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time) or former directors or officers , as provided in the Certificate of Incorporation and bylaws of the Company (each, an “Indemnified Person”as in effect as of the date of this Agreement) and as provided in the Charter Documents or in any Indemnification Agreement indemnification agreements between the Company and said Indemnified Persons (as defined belowset forth on Part 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 continue in full force be observed by the Surviving Corporation and effect. For its Subsidiaries to the fullest extent available under 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 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 requesting indemnification pursuant to such indemnification rights within such six-year period shall continue to be subject to this Section 5.6(a) and the indemnification rights provided under this Section 5.6(a) 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 of Officers and Directors. (a) Parent and the Company agree agrees that all rights to exculpation, indemnification and exculpation from liabilities, including advancement of expenses expenses, for acts or omissions occurring at or prior to the Effective Time now 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 the “Indemnified PersonParties”) as provided in the Charter Documents or in any Indemnification Agreement Company’s Certificate of Incorporation (as defined belowamended), the Company’s Bylaws (as amended), or any indemnification Contract between such directors or officers and the Company (in each case, as in effect on, and, in the case of any indemnification Contracts, to the extent made available to Parent prior to, the date of this Agreement) shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to to, maintain in effect the exculpation, indemnification and advancement of expenses equivalent to the provisions of the Charter Documents Company’s Certificate of Incorporation (as amended), and the Company’s Bylaws (as amended), as in effect as of immediately prior to the date of this Agreement Effective Time with respect to acts or in any Indemnification Agreements, omissions occurring prior to the Effective Time and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Indemnified PersonParty; provided, however, that all rights to exculpation, indemnification and advancement of expenses in favor of such Indemnified Person in with respect of any Action (as defined in Section 5.5(b)) pending or asserted or to any claim made against them for indemnification 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 guarantee and stand surety for, and 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, “5.09.

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, “obligations 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 of Officers and Directors. (a) Parent and the Company agree that all All rights to exculpationindemnification, indemnification and advancement of expenses and exculpation by the Company existing as of the date of this Agreement Date in favor of those Persons who are directors, officers and employees of the current (Company as of the Effective Time or have been directors, officers and employees of the Company in the past (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time) or former directors or officers , as provided in the certificate of incorporation and bylaws of the Company (eachin each case, an “Indemnified Person”as in effect as of the Agreement Date) and as provided in the Charter Documents indemnification agreements between the Company and said Indemnified Persons in the forms made available by the Company to Parent or in any Indemnification Parent’s Representatives prior to the Agreement (as defined below) Date, shall survive the Merger and shall continue not be amended, repealed or otherwise modified in full force any manner that would adversely affect the rights thereunder of such Indemnified Persons, and effect. For shall be observed by Parent, the Surviving Corporation and their successors and assigns to the fullest extent available under 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 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 pursuant to such rights within such six-year six (6)-year period shall continue to be subject to this Section 7.4(a) and the rights provided under this Section 7.4(a) 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 of Officers and Directors. (a) Parent and the Company agree that all All rights to exculpation, indemnification and advancement of expenses by the Company existing in favor of those Persons who are directors and officers of the Company as of the date of this Agreement in favor of (the current (“Indemnified Persons”) for their acts and omissions as of directors and officers occurring prior to the Effective Time) or former directors or officers of the Company (each, an “Indemnified Person”) as provided in the Charter Documents Company’s Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws, in any Indemnification Agreement (each case 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 as of the Charter Documents date of this Agreement, or pursuant to any other agreements between the Company and said Indemnified Persons, as in effect as of the date of this Agreement or in any Indemnification Agreementsand Made Available to Parent prior to the date hereof, shall survive the Merger. From the Effective Time to the sixth anniversary of the date on which the Effective Time occurs, the certificate of incorporation and bylaws of the Surviving Corporation shall contain, and Parent shall not amendcause the certificate of incorporation and bylaws of the Surviving Corporation to so contain, repeal provisions no less favorable to the Indemnified Persons with respect to indemnification, advancement of expenses and exculpation from liability of each Indemnified Person than are set forth in the Company’s Amended and Restated Certificate of Incorporation or otherwise modify any such provisions Amended and Restated Bylaws, in any manner that would adversely affect each case as in effect as of the rights thereunder date of any Indemnified Personthis Agreement; provided, however, that all rights to exculpation, indemnification and advancement of expenses in favor of such the event any claim or claims are asserted against any 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 period, such provisions will not be modified until the final disposition of any 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, “claims.

Indemnification of Officers and Directors. (a) Parent and the Company agree that all All rights to exculpationindemnification, indemnification and advancement of expenses and exculpation by the Company existing as of the date Agreement Date (or pursuant to any Contract entered into after the execution of this Agreement with Parent’s prior written consent) in favor of the current (those Persons who are directors and officers of any Acquired Corporation as of the Agreement Date or have been directors and officers of any Acquired Corporation in the past (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time) or former directors or officers of the Company (each, an “Indemnified Person”) as provided in the Charter Documents certificate of incorporation and bylaws (or in any Indemnification Agreement applicable governing documents) of the applicable Acquired Corporation (as defined belowin effect as of the Agreement Date) and as provided in the indemnification agreements between the Acquired Corporation and said Indemnified Persons set forth in Section 7.4 of the Company Disclosure Letter and made available by the Company to Parent or Parent’s Representatives prior to the Agreement Date, shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Timenot be amended, 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 repealed or otherwise modify any such provisions modified 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 Persons, and shall be observed by the Surviving Corporation and its Subsidiaries to the fullest extent available under Delaware law for a period of any Action (as defined in Section 5.5(b)) pending or asserted or six years from the Effective Time, and any claim made against them pursuant to such rights within such six-year period shall continue to be subject to this Section 7.4(a) and the rights provided under this Section 7.4(a) 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, “.