Indemnification Rights. (a) From and after the Effective Time, Parent shall cause the Surviving Corporation to, and the Surviving Corporation (or any successor) shall, indemnify, defend and hold harmless the officers, directors, employees and agents of the Company or any of the Subsidiaries against all Damages arising out of claims brought or made by third parties, including, without limitation, derivative claims, in connection with the transactions contemplated by this Agreement to the fullest extent permitted or required under applicable law and shall advance expenses prior to the final disposition of such claims and liabilities to which this sentence applies. Parent and the Surviving Corporation agree that all rights to indemnification and advancement of expenses and exculpation and release now existing in favor of the directors, officers or employees of the Company or any of the Subsidiaries (including, without limitation, any Person who was or becomes a director, officer or employee prior to the Effective Time) (the “Indemnified Parties”) under Delaware Law or as provided in the Company’s or any Subsidiary’s Certificate of Incorporation, Bylaws, resolutions or any other written agreement between them with respect to matters occurring on or prior to the Effective Time shall survive the Merger and shall continue in full force and effect for a period of not less than six years after the Effective Time (or, in the case of claims or other matters occurring on or prior to the expiration of such six year period which have not been resolved prior to the expiration of such six year period, until such matters are finally resolved), and Parent shall cause the Surviving Corporation and its Subsidiaries to, and the Surviving Corporation shall, honor all such rights. Parent shall cause to be maintained in effect for not less than six years from the Effective Time the current policies of the directors’ and officers’ liability insurance maintained by the Company (provided that Parent may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous and provided further that in no event shall Parent be required to pay annual premiums for such insurance in excess of 200% of the annual premiums currently paid by the Company provided, further, that if the annual premiums of such insurance coverage exceed such amount, Parent and Merger Subsidiary shall be obligated to obtain policies with the greatest coverage available for a cost not exceeding such amount) with respect to matters occurring on or prior to the Effective Time. (b) Without limiting the foregoing, in the event any claim, action, suit, proceeding or investigation to which the provisions of this Section 7.4 are applicable is brought against any Indemnified Party (whether arising before or after the Effective Time), (i) any counsel retained by the Indemnified Parties for any period after the Effective Time shall be subject to the approval of the Surviving Corporation (such approval to not be unreasonably withheld), (ii) after the Effective Time, the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received and (iii) after the Effective Time, the Surviving Corporation will use commercially reasonable efforts to assist in the vigorous defense of any such matter, provided that the Surviving Corporation shall not be liable for any settlement of any claim effected without its written consent, which consent, however, shall not be unreasonably withheld. Any Indemnified Party wishing to claim indemnification under this Section 7.4, upon learning of any such claim, action, suit, proceeding or investigation, shall notify Parent or the Surviving Corporation (but the failure so to notify Parent or the Surviving Corporation shall not relieve it from any liability which it may have under this Section 7.4 except to the extent such failure materially prejudices the Surviving Corporation). The Surviving Corporation shall be liable for the fees and expenses hereunder with respect to only one law firm, in addition to local counsel in each applicable jurisdiction, to represent the Indemnified Parties as a group with respect to each such matter unless there is, under applicable standards of professional conduct, as determined by counsel for the Indemnified Parties, a conflict between the positions of any two (2) or more Indemnified Parties that would preclude or render inadvisable joint or multiple representation of such parties.
Appears in 2 contracts
Samples: Merger Agreement (Safeguard Scientifics Inc), Merger Agreement (Compucom Systems Inc)
Indemnification Rights. (a) From and after the Effective Time, Parent shall cause the Surviving Corporation to, and the Surviving Corporation (or any successor) shall, indemnify, defend and hold harmless the officers, directors, employees and agents of the The Company or any of the Subsidiaries against all Damages arising out of claims brought or made by third parties, including, without limitation, derivative claims, in connection with the transactions contemplated by this Agreement to the fullest extent permitted or required under applicable law and shall advance expenses prior to the final disposition of such claims and liabilities to which this sentence applies. Parent and the Surviving Corporation agree that all rights to indemnification and advancement of expenses and exculpation and release now existing in favor of the directors, officers or employees and trustees of the Company Parent or any of the its Subsidiaries (including, without limitation, including any Person who was or becomes a director, trustee or officer or employee prior to the Effective Time) (the “Indemnified Parties”) under Delaware Law Maryland REIT Law, the MGCL or as provided in the CompanyParent’s or any Subsidiary’s Certificate of Incorporationits Subsidiaries’ articles of incorporation, Bylawsdeclaration of trust, bylaws, resolutions or any other written agreement between them with respect to matters occurring on at or prior to the Effective Time shall survive the Merger and shall continue in full force and effect for a period of not less than six years after the Effective Time (or, in the case of claims or other matters occurring on or prior to the expiration of such six six-year period which have not been resolved prior to the expiration of such six six-year period, until such matters are finally resolved), and Parent the Company shall cause the Surviving Corporation and its Subsidiaries to, and the Surviving Corporation shall, honor all such rightsrights to the fullest extent of the law. Parent The Company shall cause to be maintained in effect for not less than six years from the Effective Time the current policies of the directorstrustees’ and officers’ liability insurance maintained by the Company Parent (provided that Parent the Company may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous and provided further advantageous); provided, however, that in no event shall Parent the Company be required to pay annual aggregate premiums for such insurance under this Section 6.5(a) in excess of 200% of the annual aggregate premiums currently paid by the Company providedParent in 2008 for such purpose and, further, that if the annual premiums of such insurance coverage exceed such amount, Parent and Merger Subsidiary the Company shall be obligated use commercially reasonable efforts to obtain policies a policy with the greatest coverage available for a cost not exceeding such amount; and provided, further, that officers and trustees of the Parent or any Subsidiary may be required to make application and provide customary representations and warranties to the Company’s insurance carrier for the purpose of obtaining such insurance. Until the sixth anniversary of the Effective Time, the Company and its Affiliates shall not amend, modify or repeal the provisions for indemnification of directors or officers contained in the articles of incorporation or bylaws (or comparable charter documents) with of the Surviving Corporation or its Subsidiaries in such a manner as would adversely affect the rights of any individual who has served as a trustee or officer of the Parent or its Subsidiaries prior to the Effective Time to be indemnified in respect to matters occurring on or of their serving in such capacities prior to the Effective Time.
(b) Without limiting Notwithstanding anything herein to the foregoingcontrary, in the event if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against or involves any Indemnified Party, on or prior to which the sixth anniversary of the Effective Time, the provisions of this Section 7.4 are applicable is brought against any Indemnified Party (whether arising before or after 6.5 shall continue in effect until the Effective Time), (i) any counsel retained by the Indemnified Parties for any period after the Effective Time shall be subject to the approval final disposition of the Surviving Corporation (such approval to not be unreasonably withheld), (ii) after the Effective Time, the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received and (iii) after the Effective Time, the Surviving Corporation will use commercially reasonable efforts to assist in the vigorous defense of any such matter, provided that the Surviving Corporation shall not be liable for any settlement of any claim effected without its written consent, which consent, however, shall not be unreasonably withheld. Any Indemnified Party wishing to claim indemnification under this Section 7.4, upon learning of any such claim, action, suit, proceeding or investigation.
(c) This covenant is intended to be for the benefit of, shall notify Parent or the Surviving Corporation (but the failure so to notify Parent or the Surviving Corporation shall not relieve it from any liability which it may have under this Section 7.4 except to the extent such failure materially prejudices the Surviving Corporation). The Surviving Corporation and shall be liable for the fees and expenses hereunder with respect to only one law firmenforceable by, in addition to local counsel in each applicable jurisdiction, to represent of the Indemnified Parties as a group with respect to each such matter unless there is, under applicable standards of professional conduct, as determined by counsel and their respective heirs and legal representatives. The indemnification provided for the Indemnified Parties, a conflict between the positions herein shall not be deemed exclusive of any two other rights to which an Indemnified Party is entitled, whether pursuant to any Legal Requirement, contract or otherwise.
(2d) In the event the Parent or more Indemnified Parties that would preclude any of its successors or render inadvisable joint assigns (i) consolidates or multiple representation merges into any other Person and shall not be the continuing or surviving corporation or entity of such partiesconsolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then and in either such case, proper provision shall be made so that the successors and assigns of the Parent shall assume the obligations set forth in this Section 6.5.
Appears in 1 contract
Samples: Merger Agreement (Amreit)
Indemnification Rights. (a) From and after the Effective Time, Parent shall cause to the Surviving Corporation toextent not covered by the insurance set forth in the next succeeding sentence, CompuCom and the Surviving Corporation CompuCom Subsidiary (or any successorsuccessor to such parties) shall, shall jointly and severally indemnify, defend and hold harmless the officers, directors, directors and employees and agents of the Company or any of the Subsidiaries its subsidiaries against all Damages losses, expenses, claims, damages or liabilities arising out of claims brought or made by third parties, including, without limitation, derivative claims, in connection with the transactions contemplated by this Agreement to the fullest extent permitted or required under applicable law and shall advance expenses prior to the final disposition of such claims and liabilities to which this sentence applies. Parent and the Surviving Corporation agree CompuCom agrees that all rights to indemnification and advancement of expenses and exculpation and release now existing in favor of the directors, officers or employees of the Company or any of the Subsidiaries its subsidiaries (including, without limitation, any Person who was or becomes a director, officer or employee prior to the Effective Time) Time (the “"Indemnified Parties”") under Delaware Florida Law or as provided in the Company’s 's Articles of Incorporation or any Subsidiary’s Certificate of Incorporation, Bylaws, resolutions or any other written agreement between them By-Laws with respect to matters occurring on or prior to the Effective Time shall survive the Merger and shall continue in full force and effect for a period of not less than six years after the Effective Time (or, in the case of claims or other matters occurring on or prior to the expiration of such six year period which have not been resolved prior to the expiration of such six year period, until such matters are finally resolved)) and CompuCom shall honor, and Parent shall cause the Surviving Corporation and its Subsidiaries toCompany to honor, and the Surviving Corporation shall, honor all such rights. Parent CompuCom shall cause to be maintained in effect for not less than six years from the Effective Time the current policies of the directors’ ' and officers’ ' liability insurance maintained by the Company (provided that Parent CompuCom may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous and provided further that in no event shall Parent be required to pay annual premiums for such insurance in excess of 200% of the annual premiums currently paid by the Company provided, further, that if the annual premiums of such insurance coverage exceed such amount, Parent and Merger Subsidiary shall be obligated to obtain policies with the greatest coverage available for a cost not exceeding such amountadvantageous) with respect to matters occurring on or prior to the Effective Time; provided that in no event shall CompuCom or the Company be required to expend annually more than 150% of the amount that the Company spent for these purposes in the last fiscal year to maintain or procure insurance coverage pursuant hereto; and provided further that if CompuCom or the Company are unable to obtain the insurance called for by this section CompuCom or the Company will obtain as much comparable insurance as is available for such amount per year.
(b) Without limiting the foregoing, in the event any claim, action, suit, proceeding or investigation to which the provisions of this Section 7.4 8.6 are applicable is brought against any Indemnified Party (whether arising before or after the Effective Time), (i) any counsel retained by the Indemnified Parties for any period after the Effective Time shall be subject to the approval of the Surviving Corporation CompuCom (such approval to not be unreasonably withheld), ; (ii) after the Effective Time, the Surviving Corporation CompuCom shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received received; and (iii) after the Effective Time, the Surviving Corporation CompuCom will use commercially reasonable efforts to assist in the vigorous defense of any such matter, provided that the Surviving Corporation CompuCom shall not be liable for any settlement of any claim effected without its written consent, which consent, however, shall not be unreasonably withheld. Any Indemnified Party wishing to claim indemnification under this Section 7.48.6, upon learning of any such claim, action, suit, proceeding or investigation, shall notify Parent or the Surviving Corporation CompuCom (but the failure so to notify Parent or the Surviving Corporation CompuCom shall not relieve it from any liability which it may have under this Section 7.4 8.6 except to the extent such failure materially prejudices the Surviving CorporationCompuCom). The Surviving Corporation CompuCom shall be liable for the fees and expenses hereunder with respect to only one law firm, in addition to local counsel in each applicable jurisdiction, to represent the Indemnified Parties as a group with respect to each such matter unless there is, under applicable standards of professional conduct, as determined by counsel for the Indemnified Parties, a conflict between the positions of any two (2) or more Indemnified Parties that would preclude or render inadvisable joint or multiple representation of such parties.
Appears in 1 contract
Samples: Merger Agreement (Dataflex Corp)
Indemnification Rights. (a) From and after the Effective Time, Parent shall cause the Surviving Corporation to, and the Surviving Corporation (or any successor) shall, indemnify, defend and hold harmless the officers, directors, employees and agents of the Company or any of the Subsidiaries against all Damages arising out of claims brought or made by third parties, including, without limitation, derivative claims, in connection with the transactions contemplated by this Agreement to the fullest extent permitted or required under applicable law and shall advance expenses prior to the final disposition of such claims and liabilities to which this sentence applies. Parent and the Surviving Corporation Company agree that all rights to indemnification and advancement of expenses and exculpation and release now existing in favor of the directors, officers or employees and directors of the Company or any of the its Subsidiaries (including, without limitation, including any Person who was or becomes a director, director or officer or employee prior to the Effective Time) (the “Indemnified Parties”) under Delaware Law the WBCA or as provided in the Company’s or any Subsidiary’s Certificate of Incorporationits Subsidiaries’ articles of incorporation, Bylawsby-laws, resolutions or any other written agreement between them with respect to matters occurring on at or prior to the Effective Time shall survive the Merger and shall continue in full force and effect for a period of not less than six years after the Effective Time (or, in the case of claims or other matters occurring on or prior to the expiration of such six six-year period which have not been resolved prior to the expiration of such six six-year period, until such matters are finally resolved), and Parent shall cause the Surviving Corporation Company and its Subsidiaries to, and the Surviving Corporation Company shall, honor all such rights. Parent shall cause to be maintained in effect for not less than six years from the Effective Time the current policies of the directors’ and officers’ liability insurance maintained by the Company (provided that Parent may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous and provided further advantageous) provided, that in no event shall Parent be required to pay annual aggregate premiums for such insurance under this Section 7.5(a) in excess of 200% of the annual aggregate premiums currently paid by the Company providedin 2005 for such purpose and, further, that if the annual premiums of such insurance coverage exceed such amount, Parent and Merger Subsidiary shall be obligated use its reasonable best efforts to obtain policies a policy with the greatest coverage available for a cost not exceeding such amount; and provided, further, that officers and directors of the Company or any Subsidiary may be required to make application and provide customary representations and warranties to Parent’s insurance carrier for the purpose of obtaining such insurance. Until the sixth anniversary of the Effective Time, Parent and its Affiliates shall not amend, modify or repeal the provisions for indemnification of directors or officers contained in the articles of incorporation or by-laws (or comparable charter documents) with of the Surviving Company or its Subsidiaries in such a manner as would adversely affect the rights of any individual who has served as a director or officer of the Company or its Subsidiaries prior to the Effective Time to be indemnified in respect to matters occurring on or of their serving in such capacities prior to the Effective Time.
(b) Without limiting Notwithstanding anything herein to the foregoingcontrary, in the event if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against or involves any Indemnified Party, on or prior to which the sixth anniversary of the Effective Time, the provisions of this Section 7.4 are applicable is brought against any Indemnified Party (whether arising before or after 7.5 shall continue in effect until the Effective Time), (i) any counsel retained by the Indemnified Parties for any period after the Effective Time shall be subject to the approval final disposition of the Surviving Corporation (such approval to not be unreasonably withheld), (ii) after the Effective Time, the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received and (iii) after the Effective Time, the Surviving Corporation will use commercially reasonable efforts to assist in the vigorous defense of any such matter, provided that the Surviving Corporation shall not be liable for any settlement of any claim effected without its written consent, which consent, however, shall not be unreasonably withheld. Any Indemnified Party wishing to claim indemnification under this Section 7.4, upon learning of any such claim, action, suit, proceeding or investigation.
(c) This covenant is intended to be for the benefit of, shall notify Parent or the Surviving Corporation (but the failure so to notify Parent or the Surviving Corporation shall not relieve it from any liability which it may have under this Section 7.4 except to the extent such failure materially prejudices the Surviving Corporation). The Surviving Corporation and shall be liable for the fees and expenses hereunder with respect to only one law firmenforceable by, in addition to local counsel in each applicable jurisdiction, to represent of the Indemnified Parties as a group with respect to each such matter unless there is, under applicable standards of professional conduct, as determined by counsel and their respective heirs and legal representatives. The indemnification provided for the Indemnified Parties, a conflict between the positions herein shall not be deemed exclusive of any two other rights to which an Indemnified Party is entitled, whether pursuant to any Legal Requirement, contract or otherwise.
(2d) In the event Parent or more Indemnified Parties that would preclude any of its successors or render inadvisable joint assigns (i) consolidates or multiple representation merges into any other Person and shall not be the continuing or surviving corporation or entity of such partiesconsolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then and in either such case, proper provision shall be made so that the successors and assigns of Parent shall assume the obligations set forth in this Section 7.5.
Appears in 1 contract
Indemnification Rights. (a) From and after the Effective Time, to the extent not covered by the insurance set forth in the next succeeding sentence, Parent and Purchaser shall cause the Surviving Corporation to, jointly and the Surviving Corporation (or any successor) shall, severally indemnify, defend and hold harmless the officers, directors, directors and employees and agents of the Company or any of the Subsidiaries its subsidiaries against all Damages losses, expenses, claims, damages or liabilities arising out of claims brought or made by third parties, including, without limitation, derivative claims, in connection with the transactions contemplated by this Agreement to the fullest extent permitted or required under applicable law and shall advance expenses prior to the final disposition of such claims and liabilities to which this sentence applies. Parent and the Surviving Corporation agree Purchaser agrees that all rights to indemnification and advancement of expenses and exculpation and release now existing in favor of the directors, officers or employees of the Company or any of the Subsidiaries its subsidiaries (including, without limitation, any Person person who was or becomes a director, officer or employee prior to the Effective Time) Time (the “"Indemnified Parties”")) under Delaware the Florida Law or as provided in the Company’s 's Articles of Incorporation or any Subsidiary’s Certificate of Incorporation, Bylaws, resolutions or any other written agreement between them by By-Laws with respect to matters occurring on or -24- 29 prior to the Effective Time shall survive the Merger and shall continue in full force and effect for a period of not less than six years after the Effective Time (or, in the case of claims or other matters occurring on or prior to the expiration of such six year period which have not been resolved prior to the expiration of such six year period, until such matters are finally resolved)) and Purchaser shall honor, and Parent shall cause the Surviving Corporation and its Subsidiaries toCompany to honor, and the Surviving Corporation shall, honor all such rights. Parent Purchaser shall cause to be maintained in effect for not less than six years from the Effective Time the current policies of the directors’ ' and officers’ ' liability insurance maintained by the Company (provided that Parent Purchaser may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous and provided further that in no event shall Parent be required to pay annual premiums for such insurance in excess of 200% of the annual premiums currently paid by the Company provided, further, that if the annual premiums of such insurance coverage exceed such amount, Parent and Merger Subsidiary shall be obligated to obtain policies with the greatest coverage available for a cost not exceeding such amountadvantageous) with respect to matters occurring on or prior to the Effective Time; provided that in no event shall Purchaser or the Company be required to expend annually more than 150% of the amount that the Company spent for these purposes in the last fiscal year to maintain or procure insurance coverage pursuant hereto; and provided further that if Purchaser or the Company are unable to obtain the insurance called for by this section Purchaser or the Company will obtain as much comparable insurance as is available for such amount per year.
(b) Without limiting the foregoing, in the event any claim, action, suit, proceeding or investigation to which the provisions of this Section 7.4 6.10 are applicable is brought against any Indemnified Party (whether arising before or after the Effective Time), (i) any counsel retained by the Indemnified Parties for any period after the Effective Time shall be subject to the approval of the Surviving Corporation (such approval to not be unreasonably withheld), ; (ii) after the Effective Time, the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received received; and (iii) after the Effective Time, the Surviving Corporation will use commercially reasonable efforts to assist in the vigorous defense of any such matter, provided that the Surviving Corporation shall not be liable for any settlement of any claim effected without its written consent, which consent, however, shall not be unreasonably withheld. Any Indemnified Party wishing to claim indemnification under this Section 7.46.10, upon learning of any such claim, action, suit, proceeding or investigation, shall notify Parent or the Surviving Corporation (but the failure so to notify Parent or the Surviving Corporation shall not relieve it from any liability which it may have under this Section 7.4 except to the extent such failure materially prejudices the Surviving Corporation). The Surviving Corporation shall be liable for the fees and expenses hereunder with respect to only one law firm, in addition to local counsel in each applicable jurisdiction, to represent the Indemnified Parties as a group with respect to each such matter unless there is, under applicable standards of professional conduct, as determined by counsel for the Indemnified Parties, a conflict between the positions of any two (2) or more Indemnified Parties that would preclude or render inadvisable joint or multiple representation of such parties.Section
Appears in 1 contract
