Xxxxxx and Merger. Sub acknowledge that all rights to indemnification or exculpation now existing in favor of the directors, officers, employees and agents of the Company as provided in the Certificate of Incorporation, the Bylaws or written indemnity agreements or otherwise in effect, as of the date hereof, with respect to matters occurring prior to the Effective Time shall survive the Merger and shall continue in full force and effect. The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions with respect to indemnification and exculpation from liability as set forth in the Certificate of Incorporation and Bylaws, as of the date of this Agreement, which provisions will not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any Indemnified Party (as defined below). After the Effective Time, Xxxxxx shall indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company (each an "Indemnified Party") against all losses, claims, damages, liabilities, fees and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided, that any such settlement is effected with the prior written consent of Xxxxxx)) arising out of actions or omissions occurring at or prior to the Effective Time to the full extent permitted under the laws of the State of Delaware, the Certificate of Incorporation or the Bylaws, in each case, as in effect at the date of this Agreement, including provisions therein relating to the advancement of expenses incurred in the defense of any action or suit.
Xxxxxx and Merger. In the event that the Company acquires another Company and effects a merger, said employees shall be “dovetailed” consistent with the established past practice.
Xxxxxx and Merger. In the event that the Company acquires another Company and effects a merger, said employees shall be merged “dovetail”.
Xxxxxx and Merger. Sub (i) acknowledge and agree that, except for obligations from and after the Effective Time that arise under the definitive agreements governing the Debt Financing or closing certificates relating to the Debt Financing, the Acquired Companies and their respective Affiliates, directors (and comparable persons), officers, employees, accountants, consultants, legal counsel, agents and other representatives shall not have any responsibility for, or incur any liability to, any Person under any arrangement with respect to the Debt Financing that Parent or Merger Sub may request in connection with the transactions contemplated by this Agreement and (ii) shall indemnify and hold harmless each of the Acquired Companies and their respective Affiliates, directors (and comparable persons), officers, employees, agents, accountants, consultants, legal counsel and representatives (each such Person, an “Indemnitee”) from and against any and all losses and other liabilities suffered or incurred by any of them of any type in connection with the arrangement of the Debt Financing and the performance of their respective obligations under this Section 6.15 (including any action taken in accordance with this Section 6.15) and any information utilized in connection therewith, in each case, except to the extent such losses or other liabilities are caused by or result from (A) the gross negligence, willful misconduct or bad faith of such Indemnitee (which, for the avoidance of doubt, shall not negate or disqualify the indemnification of any other Indemnitee for the gross negligence, willful misconduct or bad faith of such Indemnitee), as determined by a final, non-appealable judgment of a court of competent jurisdiction in a jurisdiction permitted by Section 9.5, or (B) any material breach or violation of any representation, warranty or covenant of the Company hereunder that has not been cured (which, for the avoidance of doubt, shall not negate or disqualify the indemnification of any other Indemnitee other than any such other Indemnitee whose gross negligence, willful misconduct, bad faith or intentional act caused or resulted in such breach), as determined by a final, non-appealable judgment of a court of competent jurisdiction in a jurisdiction permitted by Section 9.5. The Acquired Companies and their respective Affiliates, directors (and comparable persons), officers, employees, accountants, consultants, legal counsel, agents and other representatives shall have no liability...
