Indemnification of Officers, Directors, Employees and Agents. (a) From and after the Effective Time, the Surviving Corporation and any successor entities which own and operate the business and properties owned by the Company and its Subsidiaries (collectively for the purposes of the indemnification provided by this Section 5.3 (the “Surviving Corporation”) shall, jointly and severally, indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (the “D&O Indemnified Persons”) against all losses, claims, damages, costs, expenses (including attorneys’ and other professionals’ fee and expenses), liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not be unreasonably withheld) of or in connection with any threatened or actual claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, arising out of or pertaining to acts or omissions in their capacities as such, and whether asserted or claimed prior to, at or after the Effective Time (“D&O Indemnified Liabilities”), including all D&O Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to the Transaction Documents or the transactions contemplated hereby and thereby, in each case to the fullest extent a corporation is permitted under the DGCL to indemnify its own directors or officers (and Parent and the Surviving Corporation shall, jointly and severally, pay expenses in advance of the final disposition of any such claim, action, suit, proceeding or investigation to each D&O Indemnified Person to the fullest extent a corporation is permitted under the DGCL to advance expenses to its directors and officers in connection with claims, actions and suits involving such Persons) only upon delivery to the Company or Surviving Corporation, as the case may be, of an undertaking, by or on behalf of such D&O Indemnified Person...
Indemnification of Officers, Directors, Employees and Agents. (a) The Corporation shall have power to indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of, the Corporation), by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation or, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
Indemnification of Officers, Directors, Employees and Agents. (a) From and after the Effective Time, Parent and the Surviving Corporation shall indemnify (which shall include the mandatory advancement of expenses subject to Section 7.10(c) below), defend and hold harmless each person who is now, or has been at any time or who becomes prior to the Effective Time, a director, officer, employee or agent of the Company or any of its Subsidiaries (the “Indemnified Company Parties”) against all losses, claims, damages, costs, expenses (including reasonable attorneys’ and other professionals’ fees and expenses), fines, liabilities or judgments or amounts that are paid in settlement with the prior written approval of Parent or the Surviving Corporation (which approval shall not be unreasonably withheld), arising out of or relating to acts or omissions by them in their capacities as such, which acts or omissions occurred at or prior to the Effective Time, in each case to the fullest extent permitted under the DGCL and the terms of the Company’s certificate of incorporation and bylaws in effect on the date of this Agreement. In determining whether an Indemnified Company Party is entitled to indemnification under this Section 7.10(a), if requested by such Indemnified Company Party, such determination shall be made by special, independent counsel selected by the Surviving Corporation and approved by the Indemnified Company Party (which approval shall not be unreasonably withheld) and who has not otherwise performed services for the Surviving Corporation or its Affiliates within the last three years (other than in connection with such matters).
Indemnification of Officers, Directors, Employees and Agents. (a) The certificate of incorporation and by-laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than are set forth in the certificate of incorporation and by-laws of the Company, as in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers, employees or agents of the Company or any of its Subsidiaries.
Indemnification of Officers, Directors, Employees and Agents. (a) All rights to indemnification, advancement of expenses, elimination of liability and exculpation from liabilities now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer, director, manager or member of the Company or any Company Subsidiary (the “D&O Indemnified Persons”) as provided in the Company LLC Agreement and the Company Articles of Organization and the organizational documents of the Company Subsidiaries as in effect as of the date hereof with respect to matters occurring at or prior to the Effective Time (the “Indemnification Obligations”) shall survive the transactions contemplated by this Agreement and shall continue in full force and effect as obligations of the Surviving Entity. Pioneer Parent and Pioneer Investment guarantee the full performance of the Indemnification Obligations of the Company and the Company Subsidiaries.
Indemnification of Officers, Directors, Employees and Agents. (a) All rights to indemnification and advancement of expenses existing in favor of those Persons who are or were directors or officers of the Company (the “D&O Indemnified Persons”) for acts and omissions occurring prior to the Effective Time, as provided in the Company’s Constituent Documents (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said D&O Indemnified Persons (as in effect as of the Effective Time) (the “D&O Indemnified Liabilities”), shall survive the Merger and shall be fully complied with by the Surviving Corporation, and Parent shall take all action necessary to cause the Surviving Corporation to fully comply with such rights, to the fullest extent permitted by Delaware law.
Indemnification of Officers, Directors, Employees and Agents. (a) From and after the Effective Time and for a period of six (6) years thereafter, Parent shall, or shall cause the Surviving Corporation to, honor and fulfill all of the obligations of the Company and its Subsidiaries under each Contract relating to the indemnification, exculpation, holding harmless or paying of expenses (each, a “D&O Indemnification Agreement”) in effect as of the date hereof and listed on Schedule 6.16 with each Person who is now, or has been at any time prior to the date hereof, a director, officer, employee, controlling Person or agent of the Company or any of its Subsidiaries (the “D&O Indemnified Persons”).
Indemnification of Officers, Directors, Employees and Agents. The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative ("Proceeding'), by reason of the fact that he or she is or was a director, officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, partner, trustee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against all reasonable expenses (including attorneys' fees) actually incurred, and judgments, fines, penalties and amounts paid in settlement in connection with such Proceeding to the maximum extent permitted by law, now existing or hereafter adopted. Notwithstanding the foregoing, the following provisions shall apply with respect to indemnification of the Corporation's directors, officers, and investment adviser (as defined in the Investment Company act of 1940, as amended):
Indemnification of Officers, Directors, Employees and Agents. (a) For a period of six years following the Closing Date, Buyer shall cause each Group Company to perform its obligations, if any, to defend, hold harmless, indemnify and advance expenses to any present and former directors, officers, employees and agents of each Group Company and all other Persons who may presently serve or have served at any Group Company’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (collectively, the “Company Indemnified Parties”) under the Company Organizational Documents in effect as of the Agreement Date, as well as any rights to indemnification and advancement of expenses provided in employment agreements or indemnification agreements between any Group Company and any Company Indemnified Parties set forth on Section 5.10 of the Company Disclosure Schedule. Buyer, for a period of six years from and after the Closing Date, shall cause the articles of incorporation, bylaws and other organizational documents of each Group Company to contain exculpation and indemnification provisions no less favorable to the Company Indemnified Parties than are set forth as of the Agreement Date in the Company Organizational Documents, which provisions in each case shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Company Indemnified Parties.
Indemnification of Officers, Directors, Employees and Agents. (a) Parent shall, and shall cause the Surviving Corporation to, assume and honor any indemnification agreements between the Company and any Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, a director, officer, employee, controlling Person or agent of the Company (the “D&O Indemnified Persons”), each of which is listed as a Material Contract on the Company Disclosure Schedule. For a period of six years from the Closing Date, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify the certificate of incorporation and bylaws of the Surviving Corporation in any manner that would affect adversely the rights thereunder of individuals who at, and at any time prior to, the Effective Time were D&O Indemnified Persons; provided, that such indemnification shall be subject to any limitation imposed from time to time under Applicable Law.
