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, proc...
Directors and Officers Exculpation Indemnification and Insurance. (a) From and after the Spin-Off, Parent and its Subsidiaries will honor and fulfill, in all respects, the obligations of Parent and its Subsidiaries pursuant to any indemnification agreements entered into before the date of this Agreement between Parent and any of its Subsidiaries and any of their respective current or former directors or officers (and any person who becomes a director or officer of Parent or any of its Subsidiaries prior to the Spin-Off) (collectively, the “Indemnified Persons”) and any indemnification obligations of Parent and its Subsidiaries to the Indemnified Persons under the articles of incorporation, bylaws or similar organizational documents of Parent and its Subsidiaries as in effect as of the Distribution Date. In addition, for a period commencing on the Distribution Date and ending on the sixth (6th) anniversary of the Distribution Date, Parent and its Subsidiaries will cause the articles of incorporation, bylaws and other similar organizational documents of Parent and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the articles of incorporation, bylaws and other similar organizational documents of Parent and its Subsidiaries as in effect as of the Distribution Date. During such six (6) year period, such provisions may not be repealed, amended or otherwise modified in any manner except as required by applicable Law.
Directors and Officers Exculpation Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries shall (and Newco shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors, officers or employees (and in the case of employees, pursuant to those indemnification agreements set forth in Section 6.10 of the Company Disclosure Letter made available to Newco prior to the date of this Agreement) and any person who becomes a director, officer or employee of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”). In addition, 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 Newco shall cause the Surviving Corporation and its Subsidiaries to) cause the charters and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Charter and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six-year period such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable law.
Directors and Officers Exculpation Indemnification and Insurance. (a) 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 under any and all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”). In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six-year period such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable law.
Directors and Officers Exculpation Indemnification and Insurance. (a) From and after the Spin-Off, Cogint and its Subsidiaries will honor and fulfill, in all respects, the obligations of Cogint and its Subsidiaries pursuant to any indemnification agreements entered into before the date of this Agreement between Cogint and any of its Subsidiaries and any of their respective current or former directors or officers (and any person who becomes a director or officer of Cogint or any of its Subsidiaries prior to the Spin-Off) (collectively, the “Indemnified Persons”). In addition, during the period commencing at the Spin-Off and ending on the sixth (6th) anniversary of the Spin-Off, Cogint and its Subsidiaries will cause the certificate of incorporation, bylaws and other similar organizational documents of Cogint and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the certificate of incorporation, bylaws and other similar organizational documents of Cogint and its Subsidiaries as of the Spin-Off Date. During such six (6) year period, such provisions may not be repealed, amended or otherwise modified in any manner except as required by applicable Law.
Directors and Officers Exculpation Indemnification and Insurance. (a) Company shall, from and after the Closing Date honor, and perform all obligations of Company in respect of all such rights to exculpation and indemnification (including advancement of expenses) in favor of each of the Current Company Officers and Directors that exist pursuant to Company’s Charter Documents, and governing Law of Company, for acts or omissions occurring prior to the Closing Date, and such rights shall continue in full force and effect until one-hundred eighty (180) days after the expiration of the longest applicable statute of limitation.
Directors and Officers Exculpation Indemnification and Insurance. (a) From and after the Company Merger Effective Time, the Surviving Corporation and Parent shall, to the fullest extent permitted by applicable Laws: (i) indemnify and hold harmless each present and former director and officer of the Company or any of its Subsidiaries and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of or for the benefit of any Company Group Member (collectively, the “Covered Persons”) in connection with any D&O Claim and any losses, claims, damages, liabilities, judgments, fines, penalties, amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) and out-of-pocket attorneys’ fees and all other out-of-pocket costs relating to or resulting from such D&O Claim. In addition, from and after the Company Merger Effective Time, each of the Surviving Corporation and Parent shall advance costs and expenses (including attorneys’ fees) as incurred by any Covered Person in connection with any D&O Claim after receipt by Parent of a written request for such advance to the fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined (after exhausting all available appeals) that such Person is not entitled to indemnification. Any Covered Person wishing to claim indemnification under this Section 6.9, upon learning of any claim, action or proceeding in respect of which such indemnification will be sought, shall notify Parent thereof in writing.
Directors and Officers Exculpation Indemnification and Insurance. (a) From and after 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 (i) the obligations of the Company and its Subsidiaries under any and all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”) and (ii) any indemnification, exculpation or advance of expenses provision under the certificate of incorporation and bylaws (or comparable organizational documents) of the Company and its Subsidiaries as in effect as of the date of this Agreement.
Directors and Officers Exculpation Indemnification and Insurance. (a) Parent agrees that it shall, and shall cause the Surviving Company and the applicable Company Subsidiaries (other than any Xxxxxx Company) to, assume and perform all rights to exculpation and indemnification in favor of, and all rights to advancement of expenses to, each Person who at the Effective Time is a current or former director or officer of the Company or any such Company Subsidiary, as such rights exist pursuant to the MGCL (in the case of the Company), the Company’s Charter or Bylaws, the organizational documents and governing Law of any such Company Subsidiary or any written agreement between any such Person and the Company or any such Company Subsidiary in effect on the date of this Agreement, for acts or omissions occurring prior to the Effective Time (including acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), and such rights shall continue in full force and effect until 180 days after the expiration of the longest applicable statute of limitation. Parent also agrees that, from and after the Effective Time, it shall (or shall cause the Surviving Company to) honor, and perform all obligations of, the Company and each Company Subsidiary in respect of all such rights to exculpation and indemnification and advancement of expenses, including by paying or otherwise making available (or causing to be paid or made available) all requisite funds in a timely manner.
Directors and Officers Exculpation Indemnification and Insurance
