From and after the Effective Time the Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of the Company and Merger Subsidiary, all as provided under Delaware Law.
From and after the Effective Time. Buyer shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor in accordance with their terms, the employment contracts (including without limitation the severance provisions therein) listed in Schedule 3.20 between the Company or one of the Company Subsidiaries and certain current or former directors, officers or employees thereof (true and correct copies of which have been delivered by the Company to Buyer).
From and after the Effective Time the Buyer shall cause the Surviving Corporation to indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, an officer, director, employee, trustee or agent of the Company, including each person controlling any of the foregoing persons (together with such person's heirs and representatives, the "Indemnified Persons"), against all Damages arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed before or after the Effective Time on terms no less advantageous than those maintained by the Buyer with respect to such matters. The Buyer shall cause the Surviving Corporation to keep in effect provisions in its Charter Documents, on terms no less favorable to the Indemnified Persons than those in effect with respect to similarly situated personnel of the Buyer, providing for exculpation of director and officer liability and indemnification of the Indemnified Persons, which provisions shall not be amended except as required by applicable Law or except to make changes permitted by Law that would enlarge the Indemnified Persons' right of indemnification. In the event of any actual or threatened claim, action, suit, proceeding or investigation in respect of such actions or omissions, (i) the Buyer shall cause the Surviving Corporation to pay the reasonable fees and expenses of counsel selected by the Indemnified Person in advance of the final disposition of any such action to the full extent permitted by applicable Law, upon receipt of any undertaking required by applicable Law, which advanced amounts shall be repaid in full to the Surviving Corporation by such Indemnified Person if any such matter is decided against such Indemnified Person, and (ii) the Buyer shall cause the Surviving Corporation to cooperate in the defense of any such matter.
From and after the Effective Time. Diageo shall use its reasonable efforts, subject to the terms of the Diageo Insurance Policies, to retain the right to make claims and receive recoveries, subject to Section 5.16(f), for the benefit of the Business Entities, as well as for the benefit of Diageo and the Continuing Affiliates, under any insurance policies maintained at any time prior to the Closing by Diageo or a Continuing Affiliate or the predecessors of any of them that provide coverage on an "occurrence" rather than a "claims made" basis (collectively, the "Diageo Insurance Policies"), covering any loss, liability, claim, damage or expense relating to the assets, business, operations, conduct, products and employees (including former employees) of any of the Business Entities and their respective predecessors (in each case, in so far as they cover or otherwise relate to the Business or otherwise relate to losses, liabilities, claims, damages or expenses as to which any of the Business Entities could have responsibility) that relates to or arises out of occurrences prior to or at the Closing (an "Insurance Claim").
From and after the Effective Time the Shareholders shall cause Cody Resources to indemnify and hold harmless, and provide advancement of expenses to, to the fullest extent permitted under applicable law, each person who is a current or former officer or director of Cody Company or any of its Subsidiaries other than Cody Energy and its Subsidiaries (each a "Cody Company Indemnified ------------------------ Agent") against all losses, claims, damages, liabilities, costs or expenses ----- (including reasonable attorneys' fees), judgments, fines, penalties and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such, which acts or omissions occurred prior to or as of the Effective Time. Cody Resources shall have the option to control any such claim, action, suit, proceeding or investigation, and shall have the option to choose counsel to represent the Cody Company Indemnified Agent after discussion with the Cody Company Indemnified Agent.
From and after the Effective Time the Buyer agrees that it will, and will cause the Surviving Corporation to, indemnify and hold harmless each present and former director and officer of the Company (the "Indemnified Executives") against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under Delaware law (and the Buyer and the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under Delaware law, provided the Indemnified Executive to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Indemnified Executive is not entitled to indemnification).
From and after the Effective Time each of the Principal Stockholders and each of their respective Affiliates shall not disclose or make use of any information relating to the business of the Company that provides the Company with a competitive advantage (or that could be used to the Company's disadvantage by a competitive business), which is not generally known by, nor easily discoverable, determinable or discernable by, persons outside the Company (collectively referred to herein as "Proprietary Information"), including, but not limited to such information that may be in the form of: (a) specifications, manuals, software in various stages of development, and other technical data; (b) customer and prospect lists, details of agreements and communications with customers and prospects, and other customer information; (c) sales plans and projections, product pricing information, protocols, acquisition, expansion, marketing, financial and other business information and existing and future products and business plans and strategies of the Company; (d) sales proposals, demonstrations systems, sales material; (e) research and development; (f) software systems, computer programs and source codes; (g) sources of supply; (h) identity of specialized consultants and contractors and Proprietary Information developed by them for the Company; (i) purchasing, operating and other cost data; (j) special customer needs, cost and pricing data; and (k) employee information (including, but not limited to, personnel, payroll, compensation and benefit data and plans), including all such information recorded in manuals, memoranda, projections, reports, minutes, plans, drawings, sketches, designs, data, specifications, software programs and records, whether or not legended or otherwise identified by the Company as Proprietary Information, as well as such information that is the subject of meetings and discussions and not recorded. In any event, Proprietary Information shall not include such information that the Principal Stockholder can demonstrate (i) is generally available to the public (other than as a result of a disclosure by a Principal Stockholder or Management Participant), (ii) was disclosed to the Principal Stockholder by a third party under no obligation to keep such information confidential or (iii) was independently developed by the Principal Stockholder without reference to Proprietary Information and such Proprietary Information does not relate to a competitive business. Notwithstanding the foregoing,...
From and after the Effective Time for purposes of determining eligibility and vesting (but not benefit accrual) for employees residing in the United States and actively employed full-time by the Company immediately prior to the Effective Time, under any compensation, severance, welfare, pension, benefit or savings plan of Parent or any of its affiliates, in effect on the Effective Time or established within two years after the Effective Time, in which active full-time employees of the Company and its subsidiaries become eligible to participate (to the extent required by clause (ii) of Section 5.14(a) above), service with the Company or any of its subsidiaries (whether before or after the Effective Time) shall be credited as if such services had been rendered to Parent or any of its affiliates.