Common use of Directors and Officers Indemnity Clause in Contracts

Directors and Officers Indemnity. (a) For a period of four years from and after the Closing, Buyer shall indemnify and hold harmless each Person who has been at any time prior to the Closing an officer or director of the Company (each an “Indemnified Officer and Director” and collectively, the “Indemnified Officers and Directors”) but only to the extent that such Indemnified Officer and Director was entitled to indemnification from the Company immediately prior to the date hereof under the Organizational Documents of the Company in such Indemnified Officer and Director’s capacity as an officer or director of the Company, regardless of whether such contracts are terminated on or after the Closing. The procedures associated with such indemnification shall be the same (or in any event no less favorable to the Indemnified Officers and Directors) as those associated with the Indemnified Officer and Director’s indemnification from the Company immediately prior to the date hereof (provided, however, that Buyer shall have no obligation under any “change-in-control” or similar provisions.

Appears in 5 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement

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Directors and Officers Indemnity. (a) For a period of four years from and after the Closing, Buyer Xxxxx shall indemnify and hold harmless each Person who has been at any time prior to the Closing an officer or director of the Company (each an “Indemnified Officer and Director” and collectively, the “Indemnified Officers and Directors”) but only to the extent that such Indemnified Officer and Director was entitled to indemnification from the Company immediately prior to the date hereof under the Organizational Documents of the Company in such Indemnified Officer and Director’s capacity as an officer or director of the Company, regardless of whether such contracts are terminated on or after the Closing. The procedures associated with such indemnification shall be the same (or in any event no less favorable to the Indemnified Officers and Directors) as those associated with the Indemnified Officer and Director’s indemnification from the Company immediately prior to the date hereof (provided, however, that Buyer shall have no obligation under any “change-in-control” or similar provisions.

Appears in 1 contract

Samples: Purchase and Sale Agreement

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Directors and Officers Indemnity. (a) For a period of four years from and after the Closing, Buyer shall indemnify and hold harmless each Person who has been at any time prior to the Closing an officer or director of the Company (each an “Indemnified Officer and Director” and collectively, the “Indemnified Officers and Directors”) but only to the extent that such Indemnified Officer and Director was entitled to indemnification from the Company immediately prior to the date hereof Closing Date under the Organizational Documents of the Company in such Indemnified Officer and Director’s capacity as an officer or director of the Company, regardless of whether such contracts are terminated on or after the Closing. The procedures associated with such indemnification shall be the same (or in any event no less favorable to the Indemnified Officers and Directors) as those associated with the Indemnified Officer and Director’s indemnification from the Company immediately prior to the date hereof (provided, however, that Buyer shall have no obligation under any “change-in-control” or similar provisions.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Memorial Production Partners LP)

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