Survival of Indemnification. To the fullest extent not prohibited by law, from and after the Effective Time, all rights to indemnification as of the date hereof in favor of the employees, agents, directors and officers of Parent, the Company and its Subsidiaries with respect to their activities as such prior to the Effective Time, as provided in their respective articles of incorporation and by-laws in effect on the date of this Agreement, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sokol David L), Agreement and Plan of Merger (Midamerican Energy Holdings Co /New/), Agreement and Plan of Merger (Midamerican Energy Co)
Survival of Indemnification. To the fullest extent not prohibited permitted by law, from and after the Effective Time, all rights to indemnification as of the date hereof in favor of the employees, agents, directors and officers of Parentthe Company, the Company and its Subsidiaries subsidiaries with respect to their activities as such prior to the Effective Time, as provided in their its respective articles certificate of incorporation and by-laws in effect on the date of this Agreementhereof, or otherwise in effect on the date hereof, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (United Water Resources Inc), Agreement and Plan of Merger (United Water Resources Inc), Agreement and Plan of Merger (Lyonnaise American Holding Inc Et Al)
Survival of Indemnification. To the fullest extent not prohibited permitted by law, from and after the Effective Time, all rights to indemnification as of the date hereof in favor of the employees, agents, directors and officers of Parent, the Company and its the Company Subsidiaries with respect to their activities as such prior to the Effective Time, as provided in their respective articles certificates of incorporation and by-laws in effect on the date of this Agreementhereof, or otherwise in effect on the date hereof, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Orange & Rockland Utilities Inc), Agreement and Plan of Merger (Consolidated Edison Co of New York Inc), Agreement and Plan of Merger (Consolidated Edison Inc)
Survival of Indemnification. To the fullest extent not prohibited permitted by law, from and after the Effective Time, all rights to indemnification as of the date hereof in favor of the employees, agents, directors and officers of Parent, Parent or the Company and its Subsidiaries their subsidiaries with respect to their activities as such prior to the Effective Time, as provided in their respective articles of incorporation and incorporation, by-laws or similar governing documents in effect on the date of this Agreementhereof, shall or otherwise in effect on the date hereof, will survive the Merger Mergers and shall will continue in full force and effect for a period of not less than six years from the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Southwest Gas Corp), Agreement and Plan of Merger (Oneok Inc /New/)
Survival of Indemnification. To the fullest extent not prohibited by law, from and after the Effective Time, all rights to indemnification as of the date hereof now existing in favor of the employees, agents, directors and or officers of Parent, the Company CNG and its Subsidiaries subsidiaries with respect to their activities as such prior to or at the Effective Time, as provided in their respective articles of incorporation and by-laws or bylaws or indemnification agreements in effect on the date of this Agreementsuch activities or otherwise in effect on the date hereof, shall survive the Merger and shall continue in full force and effect for a period of not less than six (6) years from the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dominion Resources Inc /Va/), Agreement and Plan of Merger (Consolidated Natural Gas Co)
Survival of Indemnification. To the fullest extent not prohibited by law, from and after the Effective Time, all rights to indemnification as of the date hereof now existing in favor of the employees, agents, directors and or officers of Parent, the Company Purchaser and its the Corporation and their respective Subsidiaries with respect to their activities as such prior to or at the Effective Time, as provided in their respective articles of incorporation and by-laws or bylaws or indemnification agreements in effect on the date of this Agreementsuch activities or otherwise in effect on the date hereof, shall survive the Merger and shall continue in full force and effect for a period of not less than six (6) years from the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Synthesis Energy Systems Inc), Agreement and Plan of Merger (Synthesis Energy Systems Inc)
Survival of Indemnification. To the fullest extent not prohibited permitted by law, from and after the Effective Time, all rights to indemnification as of the date hereof in favor of the employees, agents, directors and officers of Parentthe Company, the Company and its Subsidiaries subsidiaries with respect to their activities as such prior to the Effective Time, as provided in their its respective articles of incorporation and by-laws in effect on the date of this Agreementhereof, or otherwise in effect on the date hereof, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Energy East Corp), Agreement and Plan of Merger (Central Maine Power Co)
Survival of Indemnification. To the fullest extent not prohibited permitted by law, from and after the Effective Time, all rights to indemnification as of the date hereof in favor of the employees, agents, directors and officers of Parentthe Company, the Company and its Subsidiaries subsidiaries with respect to their activities as such prior to the Effective Time, as provided in their its respective articles certificate of incorporation and by-laws in effect on the date of this Agreementhereof, or otherwise in effect on the date hereof, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RGS Energy Group Inc), Agreement and Plan of Merger (Energy East Corp)
Survival of Indemnification. To the fullest extent not prohibited by law, from and after the Effective Time, all rights to indemnification as of the date hereof now existing in favor of the employees, agents, directors and or officers of Parent, DGAC and the Company and its Subsidiaries their respective subsidiaries with respect to their activities as such prior to or at the Effective Time, as provided in their respective articles of incorporation and by-laws or bylaws or indemnification agreements in effect on the date of this Agreementsuch activities or otherwise in effect on the date hereof, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Disc Graphics Inc /De/), Agreement and Plan of Merger (Dg Acquisition Corp)
Survival of Indemnification. To the fullest extent not prohibited permitted by law, from and after the Effective Time, all rights to indemnification as of the date hereof in favor of the employees, agents, directors directors, trustees and officers of Parentthe Company, the Company and its Subsidiaries subsidiaries with respect to their activities as such prior to the Effective Time, as provided in their respective declaration of trust or articles of incorporation organization and by-laws in effect on the date of this Agreementhereof, or otherwise in effect on the date hereof, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Energy East Corp), Agreement and Plan of Merger (Berkshire Energy Resources)
Survival of Indemnification. To the fullest extent not prohibited permitted by law, from and after the Effective Time, all rights to indemnification as of the date hereof in favor of the employees, agents, directors and officers of ParentCapStar, the Company AGH and its their respective Subsidiaries with respect to their activities as such prior to the Effective Time, as provided in their respective articles of incorporation and by-laws bylaws or other organizational documents in effect on the date of this Agreementthereof, or otherwise in effect on the date hereof, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time.
Appears in 2 contracts
Samples: Lease Agreement (Capstar Hotel Co), Lease Agreement (American General Hospitality Corp)
Survival of Indemnification. To the fullest extent not --------------------------- prohibited by law, from and after the Effective Time, all rights to indemnification as of the date hereof in favor of the employees, agents, directors and officers of Parent, the Company and its Subsidiaries with respect to EnzyMed in their activities capacities as such prior to the Effective Time, as provided in their respective articles its certificate of incorporation and by-laws of EnzyMed in effect on the date of this Agreementthereof, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Timein accordance with their terms.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Albany Molecular Research Inc)
Survival of Indemnification. To the fullest extent not prohibited permitted by law, from and after the Effective Time, all rights to indemnification as of the date hereof now existing in favor of the employees, agents, directors and or officers of Parent, the Company and its Subsidiaries subsidiaries with respect to their activities as such prior to the Effective Time, as provided in their respective the Company's articles of incorporation and by-laws or bylaws, in effect on the date of this Agreementthereof or otherwise in effect on the date hereof, shall survive the Merger and shall continue in full force and effect for a period of not less than the lesser of six years from the Effective Time.Time and the expiration of the applicable statute of limitations. (e)
Appears in 1 contract
Survival of Indemnification. To the fullest extent not prohibited permitted by law, from and after the Effective Time, all rights to indemnification as of the date hereof in favor of the employees, agents, trustees, directors and officers of Parentthe Company, the Company and its Subsidiaries subsidiaries with respect to their activities as such prior to the Effective Time, as provided in their its respective articles of incorporation charter document and by-laws in effect on the date of this Agreementhereof, or otherwise in effect on the date hereof, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time.
Appears in 1 contract
Survival of Indemnification. To the fullest extent not prohibited permitted by law, from and after the Effective Time, all rights to indemnification as of the date hereof in favor of the employees, agents, directors and officers of Parent, the Company and its Subsidiaries subsidiaries with respect to their activities as such prior to the Effective Time, as provided in their its respective articles of incorporation and by-laws in effect on the date of this Agreementhereof, or otherwise in effect on the date hereof, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time.
Appears in 1 contract
Survival of Indemnification. To the fullest extent not prohibited permitted by law, from and after the Effective TimeDate, all rights to indemnification as of the date hereof now existing in favor of the employees, agents, directors and or officers of ParentBSI, the Company Sun and its Subsidiaries their respective subsidiaries with respect to their activities as such prior to the Effective TimeDate, as provided in their respective articles Articles of incorporation and by-laws or Certificate of Incorporation or Bylaws, in effect on the date of this Agreementthereof or otherwise in effect on the date hereof, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective TimeDate.
Appears in 1 contract
Survival of Indemnification. To the fullest extent not prohibited permitted by law, from and after the Effective Time, all rights to indemnification as of the date hereof now existing in favor of the employees, agents, directors and or officers of ParentPuget, the Company WeCo and its Subsidiaries their respective subsidiaries with respect to their activities as such prior to the Effective Time, as provided in their respective articles Articles of incorporation and by-laws Incorporation or Bylaws, in effect on the date of this Agreementthereof or otherwise in effect on the date hereof, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Puget Sound Power & Light Co /Wa/)
Survival of Indemnification. To the fullest extent not prohibited --------------------------- permitted by law, from and after the Effective Time, all rights to indemnification as of the date hereof now existing in favor of the employees, agents, directors and or officers of Parent, the Company and its Subsidiaries subsidiaries with respect to their activities as such prior to the Effective Time, as provided in their respective articles the Company's certificate of incorporation and by-laws or bylaws, in effect on the date of this Agreementthereof or otherwise in effect on the date hereof, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cuc International Inc /De/)
Survival of Indemnification. To the fullest extent not prohibited permitted by law, from and after the Effective Time, all rights to indemnification as of the date hereof in favor of the employees, agents, directors and officers of ParentCYBEX, the Company Xxxxxxx and its their respective Subsidiaries with respect to their activities as such prior to the Effective Time, as provided in their respective articles certificates of incorporation and by-laws in effect on the date of this Agreementthereof, or otherwise in effect on the date hereof, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cybex International Inc)
Survival of Indemnification. To the fullest extent not prohibited permitted by law, from and after the Effective Time, all rights to indemnification as of the date hereof in favor of the employees, agents, directors and officers of ParentPatriot Co., the Company and its Subsidiaries subsidiaries with respect to their activities as such prior to the Effective Time, as provided in their its respective articles of incorporation organization and by-laws in effect on the date of this Agreementhereof, or otherwise in effect on the date hereof, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Essex County Gas Company)
Survival of Indemnification. To the fullest extent not prohibited permitted by --------------------------- law, from and after the Effective Time, all rights to indemnification as of the date hereof in favor of the employees, agents, directors and officers of Parentthe Company, the Company and its Subsidiaries subsidiaries with respect to their activities as such prior to the Effective Time, as provided in their its respective articles of incorporation organization and by-laws in effect on the date of this Agreementhereof, 37 or otherwise in effect on the date hereof, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Yankee Energy System Inc)
Survival of Indemnification. To the fullest extent not prohibited by law, from and after the Effective Time, all rights to indemnification as of the date hereof now existing in favor of the employees, agents, directors and or officers of Parent, the Company NSP and its Subsidiaries NCE and their respective subsidiaries with respect to their activities as such prior to or at the Effective Time, as provided in their respective articles of incorporation and by-laws or bylaws or indemnification agreements in effect on the date of this Agreementsuch activities or otherwise in effect on the date hereof, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (New Century Energies Inc)
Survival of Indemnification. To the fullest extent not prohibited permitted by law, from and after the Effective Time, all rights to indemnification as of the date hereof now existing in favor of the employees, agents, directors and or officers of Parent, the Company and its Subsidiaries subsidiaries with respect to their activities as such prior to the Effective Time, as provided in their respective the Company's articles of incorporation and by-laws or bylaws, in effect on the date of this Agreementthereof or otherwise in effect on the date hereof, shall survive the Merger and shall continue in full force and effect for a period of not less than the lesser of six years from the Effective TimeTime and the expiration of the applicable statute of limitations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Applied Graphics Technologies Inc)