Common use of Director and Officer Indemnification and Insurance Clause in Contracts

Director and Officer Indemnification and Insurance. (a) The Company agrees that all rights to indemnification, advancement of expenses and exculpation by the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of the Company, as provided in the Governing Documents of the Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.

Appears in 2 contracts

Samples: Mutual Release Agreement (Laredo Petroleum Holdings, Inc.), Mutual Release Agreement (Laredo Petroleum - Dallas, Inc.)

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Director and Officer Indemnification and Insurance. (a) The Company Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of the Company, as provided in the Governing Documents certificate of incorporation or by-laws of the Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.

Appears in 2 contracts

Samples: Stock Purchase Agreement (TEKMIRA PHARMACEUTICALS Corp), Stock Purchase Agreement (TEKMIRA PHARMACEUTICALS Corp)

Director and Officer Indemnification and Insurance. (a) The Company Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of the Company, as provided in the Governing Documents articles of incorporation or by-laws of the Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.

Appears in 2 contracts

Samples: Stock Issuance and Purchase Agreement (Uqm Technologies Inc), Escrow Agreement (Uqm Technologies Inc)

Director and Officer Indemnification and Insurance. (a) The Company Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Datehereof, an officer or director of the Company, as provided in the Governing Documents certificate of incorporation or by-laws of the Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.

Appears in 1 contract

Samples: Stock Purchase Agreement (Synalloy Corp)

Director and Officer Indemnification and Insurance. (a) The Company Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of the Company, as provided in the Governing Constituent Documents of the Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof, Agreement shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.

Appears in 1 contract

Samples: Iii Stock Purchase Agreement (Kratos Defense & Security Solutions, Inc.)

Director and Officer Indemnification and Insurance. (a) The Company Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by the either Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof Effective Date or who becomes prior to the Closing Date, an officer or director of the either Company, as provided in the Governing Documents organizational documents of the applicable Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereofEffective Date, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms, until the fifth anniversary of the Closing Date.

Appears in 1 contract

Samples: Share Purchase Agreement (Vse Corp)

Director and Officer Indemnification and Insurance. (a) The Company agrees Buyer acknowledges that all rights to indemnification, advancement of expenses and exculpation by the Company indemnification now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Datehereof, an officer or director of the Company, as provided in the Governing Documents Articles of Association or other governing documents of the Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereofhereof and disclosed in Schedule 6.02 hereto, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.

Appears in 1 contract

Samples: Stock Purchase Agreement (EMRISE Corp)

Director and Officer Indemnification and Insurance. (a) The Company Buyer agrees that all rights to indemnification, advancement of expenses expenses, and exculpation by the each Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, now an officer or director of the such Company, as provided in the Governing Organizational Documents of the such Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereofhereof and disclosed in Schedule 6.21(a), shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.

Appears in 1 contract

Samples: Membership Interest and Stock Purchase Agreement (Spark Energy, Inc.)

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Director and Officer Indemnification and Insurance. (a) The Company Buyer agrees that all rights to indemnification, advancement of expenses expenses, and exculpation by the Company Entities now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer officer, manager, or director of the Companya Company Entity, as provided in the Governing Documents of the CompanyCompany Entities’ Corporate Documents, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Ormat Technologies, Inc.)

Director and Officer Indemnification and Insurance. (a) The Buyer and the Company agrees agree that all rights to indemnification, advancement of expenses and exculpation by the Company now existing in favor of each Person who is now, or 38 has been at any time prior to the date hereof or who becomes prior to the Closing DateClosing, an officer or director of the Company, as provided in the Governing Documents of the Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof, Company shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.

Appears in 1 contract

Samples: Share Purchase Agreement (Columbia Sportswear Co)

Director and Officer Indemnification and Insurance. (a) The Each of Buyer and the Company (and after the Effective Time, the Surviving Corporation) agrees that all rights to indemnification, advancement of expenses and exculpation by the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing DateEffective Time, an officer or director of the Company, as provided Company in the Governing Documents of accordance with the Company's Articles of Incorporation and Company Bylaws, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.respective

Appears in 1 contract

Samples: Agreement and Plan of Merger (Transcend Services Inc)

Director and Officer Indemnification and Insurance. (a) The Company Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by Enterprises or the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Datehereof, an officer or director of Enterprises or the Company, as provided in the Governing Documents certificate of incorporation or bylaws of Enterprises or the Company, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms.

Appears in 1 contract

Samples: Merger Agreement (Douglas Dynamics, Inc)

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