Mutual Releases Indemnification Cooperation Insurance
Mutual Releases Indemnification Cooperation Insurance Sample Clauses
Related to Mutual Releases Indemnification Cooperation Insurance
Mutual Releases Indemnification Section 4.01 Releases.
Directors and Officers Exculpation Indemnification and Insurance (a) If the Merger is consummated, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries to any of the current or former directors and officers of the Company and its Subsidiaries or any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the "Indemnified Persons") under any indemnification, advancement of expenses and exculpation provisions set forth in the Company's and its Subsidiary's respective certificate of incorporation and bylaws as in effect on the date of this Agreement (except as may be modified by the Certificate of Incorporation in the form attached hereto as Exhibit G). If, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to the Surviving Corporation a written notice asserting a claim for indemnification under such indemnification rights, then the claim asserted in such notice shall survive the sixth anniversary of the Effective Time until such time as such claim is fully and finally resolved. In the event of any such claim, proceeding, investigation or inquiry, the Surviving Corporation shall have the right to control the defense thereof after the Effective Time. In such case each Indemnified Person shall be entitled to retain his or her own counsel, at his her own expense, in such defense; provided, that if in the written opinion of counsel to the Indemnified Person, the Indemnified Person's use of counsel of the Surviving Corporation would be expected to give rise to a conflict of interest, the Surviving Corporation shall bear the reasonable expenses of the Indemnified Person's separate counsel. Notwithstanding anything to the contrary set forth in this Section 5.8(a), neither the Surviving Corporation nor any of its Affiliates (including Parent) shall settle or otherwise compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, proceeding, investigation or inquiry for which indemnification may be sought by an Indemnified Person under this Agreement without such Indemnified Person's prior written consent unless such settlement, compromise, consent or termination (i) consists solely of money damages and such claim, proceeding, investigation or inquiry is finally settled, compromised, consented to or terminated or (ii) includes an unconditional release of such Indemnified Person from all liability arising out of such claim, proceeding, investigation or inquiry. Without limiting the foregoing, no Indemnified Person shall have any liability for or obligations with respect to any settlement or compromise effected without his or her prior written consent.
Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation (a) The rights of indemnification and to receive advancement as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under the Charter, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
