Common use of Indemnity; Directors’ and Officers’ Insurance Clause in Contracts

Indemnity; Directors’ and Officers’ Insurance. (a) Purchaser shall ensure, and shall cause the Company to ensure, that all rights to indemnification with respect to facts, circumstances or events prior to the Closing Date now existing in favor of any individual who, at or prior to the Closing Date, was a director, officer, employee or agent of the Company or who, at the request of the Company, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrators, the “Indemnified Persons”) as provided in the respective governing documents and indemnification agreements to which the Company is a party, shall survive the Closing and shall continue in full force and effect for a period of not less than six (6) years from the Closing Date and indemnification agreements and the provisions with respect to indemnification and limitations on liability set forth in such charters and by-laws shall not be amended, repealed or otherwise modified to adversely affect such Indemnified Persons; provided, that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims.

Indemnity; Directors’ and Officers’ Insurance. (a) Purchaser shall ensure, and shall Buyer agrees to cause the Company to ensure, and the Company immediately following the Closing shall ensure, that all rights to indemnification with respect to facts, circumstances or events prior to the Closing Date now existing in favor of any individual who, at or prior to the Closing DateClosing, (i) was a director, officer, employee director or agent officer of the Company or who, (ii) at the request of the Company, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrators, the “Indemnified Persons”) as provided in the respective governing documents and indemnification agreements to which set forth on Schedule 6.9(a) of the Company is a partyDisclosure Letter, shall survive the Closing and shall continue in full force and effect for a period of not less than six (6) years from the Closing Date and indemnification agreements and the provisions with respect to indemnification and limitations on liability set forth in such charters and charters, by-laws and indemnification agreements (in each case, now in effect) shall not be amended, repealed or otherwise modified to adversely affect such Indemnified Personsmodified; provided, provided that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims.

Indemnity; Directors’ and Officers’ Insurance. Fiduciary and Employee Benefit Insurance. (a) Purchaser shall ensure, and shall cause the Company to ensure, Parent agrees that all rights to indemnification with respect to facts, circumstances or events prior to the Closing Date now existing in favor of any individual who, who at or prior to the Closing Date, Effective Time was a director, officer, employee or agent of the Company of any of its Subsidiaries or who, at the request of the CompanyCompany or any of its Subsidiaries, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s 's heirs, executors or administrators, the “"Indemnified Persons”Parties") as provided in the their respective governing documents charters, by-laws and indemnification agreements to which the Company is a partyagreements, shall survive the Closing Merger and shall continue in full force and effect effect, to the extent permitted by the applicable law of the jurisdiction of organization of the Company or the relevant Subsidiary, for a period of not less than six (6) years from the Closing Date Effective Time and indemnification agreements and the provisions with respect to indemnification and limitations on liability set forth in such charters and by-laws shall not be amended, repealed or otherwise modified to adversely affect such Indemnified Personsmodified; provided, that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims.

Indemnity; Directors’ and Officers’ Insurance. (a) Purchaser Parent shall cause the Surviving Corporation to ensure, and the Surviving Corporation immediately following the Closing shall cause the Company to ensure, that all indemnification rights to indemnification with respect to facts, circumstances or events prior to the Closing Date now existing in favor of any individual who, at or prior to the Closing DateEffective Time, was a director, officer, officer or employee or agent of the Company or who, at the request of the Company, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise any AGF Entity (collectively, with such individual’s heirs, executors or administrators, the “Indemnified Persons”) as provided in the respective governing documents and applicable indemnification agreements to which the Company or any of the Company Subsidiaries is a partyparty as of the date hereof and which are set forth on Section 5.8(a) of the Company Disclosure Schedule, shall survive the Closing Merger and shall continue in full force and effect for a period of not less than six (6) years from the Closing Date and indemnification agreements Effective Time and the provisions with respect to indemnification and limitations on liability set forth in such charters and by-laws governing documents shall not be amended, repealed or otherwise modified in a manner adverse to adversely affect such Indemnified PersonsPersons during such time; provided, that in the event any claim or claims are asserted or made within such six (6) year periodyear-period that could reasonably involve an Indemnified Person, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims.