From and after the Effective Time Sample Clauses

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 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 the Surviving Corporation shall indemnify, defend and hold harmless the present and former officers, directors and employees of the Company (collectively, the "Indemnified Parties") against all losses, expenses, claims, damages, liabilities or amounts that are paid in settlement of (with approval of Wavetech and the Surviving Corporation), or otherwise in connection with, any claim, action, suit, proceeding or investigation (a "Claim"), based in whole or in part on the fact that such person is or was such a director, officer or employee and arising out of actions or omissions occurring at or prior to the Effective Time, in each case to the fullest extent permitted under the Nevada law, (and shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under the Nevada law, upon receipt from the Indemnified Party to whom expenses are advanced of the undertaking to repay such advances.
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 Purchaser and the Surviving Corporation shall assume and honor in accordance with their terms all existing employment and severance agreements and arrangements set forth on Schedule 5.12.
From and after the Effective Time. Parent shall cause the Surviving Corporation to perform, as of the consummation of the Offer, all of the obligations set forth in Article 9 of the Company Charter, Article V of the Company Bylaws and the indemnification agreements set forth in Section 6.9(b) of the Company Letter. In addition, Parent shall cause the Surviving Corporation to pay all amounts that become due and payable under the Company Charter, the Restated Bylaws and such indemnification agreements.
From and after the Effective Time. Buyer shall cause the Surviving Corporation to provide the Shareholder Representatives with reasonable access to information about the Surviving Corporation and the reasonable assistance of the officers and employees of Buyer and the Surviving Corporation for purposes of performing his duties and exercising his rights under this Agreement; provided that the Shareholder Representatives shall treat confidentially any nonpublic information he receives from Buyer regarding the Surviving Corporation (except that the Shareholder Representatives may disclose any such information to the extent necessary to perform its duties or exercise its rights under this Agreement).