Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or other organization documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect. For a period of six years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate of incorporation and by-laws or similar organization documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Agreement and Plan of Merger (Energy Transfer Equity, L.P.), Agreement and Plan of Merger (Southern Union Co)
Indemnification and Insurance. (a) Parent and Parent, each Merger Sub and the Company agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws bylaws or other organization organizational documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger Mergers and shall continue at and after the First Effective Time in full force and effect. For a period of six years from after the First Effective Time, Parent and the Second Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Company Subsidiary’s certificate certificates of incorporation and by-laws bylaws or similar organization organizational documents as in effect immediately prior to the First Effective Time or in any indemnification agreements of the Company or any of its Subsidiaries with any of their respective directors, officers or employees as in effect immediately prior to the First Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the First Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action Proceeding (as defined below) pending or asserted or any claim made within such period shall continue until the final disposition of such Action Proceeding or resolution of such claim, even if beyond such six-year period. From and after the Effective TimeControl Date, Parent shall assume, be jointly and severally liable for, and honor, guaranty guarantee and stand surety for, and shall cause the Second Surviving Corporation and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time5.11.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Canadian Pacific Railway LTD/Cn), Agreement and Plan of Merger (Canadian Pacific Railway LTD/Cn), Agreement and Plan of Merger (Kansas City Southern)
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the current or former former, directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws bylaws or other organization organizational documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect. For a period of six years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect the any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate Subsidiaries’ certificates of incorporation and by-laws bylaws or similar organization organizational documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective current or former directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Corporation’s certificate of incorporation and bylaws in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (SemGroup Corp), Agreement and Plan of Merger, Agreement and Plan of Merger (Energy Transfer LP)
Indemnification and Insurance. (a) Parent ETP and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the current or former former, directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates articles of incorporation or by-laws or other organization documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect. For a period of six years from the Effective Time, Parent ETP and the Surviving Corporation shall maintain in effect the any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate Subsidiaries’ articles of incorporation and by-laws or similar organization documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective current or former directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Corporation’s articles of incorporation and bylaws in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent ETP shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Sunoco Inc), Agreement and Plan of Merger (Energy Transfer Partners, L.P.), Agreement and Plan of Merger
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or other organization documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the earlier of the Acceptance Date and the Effective Time, Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Company Subsidiary’s certificate certificates of incorporation and by-laws or similar organization documents as in effect immediately prior to the earlier of the Acceptance Date and the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees as in effect immediately prior to the earlier of the Acceptance Date and the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the earlier of the Acceptance Date and the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the earlier of the Acceptance Date and the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 5.9 without limit as to time.
Appears in 3 contracts
Samples: And Restated Agreement and Plan of Merger (Elkcorp), Agreement and Plan of Merger (CGEA Investor, Inc.), Agreement and Plan of Merger (BMCA Acquisition Sub Inc.)
Indemnification and Insurance. (a) From and after the Effective Time, Parent and Merger Sub agree that shall cause the Surviving Corporation to honor all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates certificate of incorporation or by-laws bylaws or other organization documents or in any agreement to which the Company or any of its Subsidiaries is a party, which rights shall survive the Merger and shall continue in full force and effecteffect to the extent permitted by Law. For a period of six years from the Effective Time, Parent and shall cause the Surviving Corporation shall to maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its SubsidiaryCompany’s Subsidiaries’ certificate of incorporation and by-laws or bylaws or similar organization documents in effect immediately prior to as of the Effective Time date hereof or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 5.9 without limit as to time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vertro, Inc.), Agreement and Plan of Merger (Vertro, Inc.), Agreement and Plan of Merger (Inuvo, Inc.)
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or other organization documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect. For a period of six years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate of incorporation and by-laws or similar organization documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 5.10 without limit as to time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Williams Companies Inc), Agreement and Plan of Merger (Williams Companies Inc), Agreement and Plan of Merger (Williams Companies Inc)
Indemnification and Insurance. (a) From and after the Effective Time, Parent and Merger Sub agree that shall cause the Surviving Corporation to honor all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation charter or by-laws bylaws or other organization documents or in any agreement to which the Company or any of its Subsidiaries is a party, which rights shall survive the Merger and shall continue in full force and effecteffect to the extent permitted by Law. For a period of six years from the Effective Time, Parent and shall cause the Surviving Corporation shall to maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Company Subsidiary’s certificate of incorporation charter and by-laws bylaws or similar organization documents in effect immediately prior to as of the Effective Time date hereof or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Allegheny Energy, Inc), Agreement and Plan of Merger, Agreement and Plan of Merger (Firstenergy Corp)
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time (including any matters arising in connection with the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates certificate of incorporation or by-laws bylaws or other organization organizational documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, Parent and the Surviving Corporation Company shall maintain in effect (to the fullest extent permitted under applicable Law) any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s Subsidiaries’ certificate of incorporation and by-laws bylaws or similar organization organizational documents in effect immediately prior to the Effective Time (to the extent and for so long as such entities remain in existence following the Effective Time) or in any indemnification agreements of the Company or its Subsidiaries with any of their respective current or former directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Company’s organizational documents in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification and exculpation in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gaming & Leisure Properties, Inc.), Agreement and Plan of Merger (Pinnacle Entertainment Inc.), Agreement and Plan of Merger (PNK Entertainment, Inc.)
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or other organization similar organizational documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, Parent and shall cause the Surviving Corporation shall to maintain in effect the any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s Subsidiaries’ certificate of incorporation and by-laws or similar organization organizational documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective current or former directors, officers officers, or employees in effect immediately prior to as of the Effective Timedate hereof (as set forth in Section 6.04(a) of the Company Disclosure Schedule), and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action (as hereinafter defined) pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Td Banknorth Inc.), Agreement and Plan of Merger (Toronto Dominion Bank), Agreement and Plan of Merger (Toronto Dominion Bank)
Indemnification and Insurance. (a) From and after the Effective Time, Parent and Merger Sub agree that shall cause the Surviving Corporation to honor all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates articles of incorporation or by-laws codes of regulations or other organization documents or in any agreement to which the Company or any of its Subsidiaries is a party, which rights shall survive the Merger and shall continue in full force and effecteffect to the extent permitted by Law. For a period of six (6) years from the Effective Time, Parent and shall cause the Surviving Corporation shall to maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiarythe Company’s certificate Subsidiaries’ articles of incorporation and by-laws or codes of regulations or similar organization documents in effect immediately prior to as of the Effective Time date hereof or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after At the Effective TimeTime Parent assumes, Parent shall assume, be becomes jointly and severally liable for, and will honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its the Subsidiaries of Parent to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 5.9 without limit as to time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (DPL Inc), Agreement and Plan of Merger (DPL Inc), Agreement and Plan of Merger (Aes Corp)
Indemnification and Insurance. (a) Parent and Merger Sub agree that Ensco agrees that, to the fullest extent permitted under applicable Law, all rights to exculpation, indemnification and advancement of expenses now for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, existing as at the date of this Agreement in favor of the current or former managers, directors, officers or employees, as the case may be, of the Company Ensco, Rowan or its their respective Subsidiaries as provided in their respective certificates articles of incorporation or by-laws association or other organization organizational documents or in any agreement to which the Company or any deed of its Subsidiaries is a party, indemnity shall survive the Merger Transaction and shall continue in full force and effecteffect in accordance with their terms. For a period of six years from the Effective Time, Parent and to the Surviving Corporation fullest extent permitted under applicable Law, Ensco shall maintain in effect the any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any articles of its Subsidiary’s certificate of incorporation and by-laws association or similar organization organizational documents of Ensco, Rowan and their respective Subsidiaries in effect immediately prior to as at the Effective Time date of this Agreement or in any indemnification agreements of the Company Ensco, Rowan or its their respective Subsidiaries with any of their respective current or former directors, officers or employees in effect immediately prior as at the date of this Agreement, and to the Effective Time, and fullest extent permitted under applicable Law shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the organizational documents of Ensco, Rowan or their respective Subsidiaries in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former managers, directors, officers or employees of the Company Rowan or any of its Subsidiaries; provided, however, that all rights to exculpation, indemnification and advancement of expenses in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time.
Appears in 2 contracts
Samples: Transaction Agreement (Rowan Companies PLC), Transaction Agreement (Ensco PLC)
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates certificate of incorporation or by-laws bylaws or other organization organizational documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect. For a period of six years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect (to the fullest extent permitted under applicable Law) any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s Subsidiaries’ articles of incorporation, certificate of incorporation incorporation, code of regulations and by-laws bylaws or similar organization organizational documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective current or former directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Corporation’s organizational documents in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alcoa Inc.), Agreement and Plan of Merger (Rti International Metals Inc)
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or other organization documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, Parent will, and will cause the Surviving Corporation shall to, maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Company Subsidiary’s certificate of incorporation and by-laws or similar organization documents in effect immediately prior to the Effective Time or in any indemnification agreements agreements, arrangements and understandings of the Company or its Subsidiaries with any of their respective current or former directors, officers or employees as in effect immediately prior to the Effective Time, and shall will not amend, repeal or otherwise modify (or permit to be amended, repealed or modified) any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Corporation’s certificate of incorporation and by-laws (or the certificate of incorporation and bylaws or similar organizational documents of any of the Company’s Subsidiaries) in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification and advancement of expenses in respect of any Action pending or asserted or any claim made within such six-year period shall will continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall will assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall will cause the Surviving Corporation and its Subsidiaries to honor honor, guaranty and performstand surety for, in accordance with their respective terms, each of the covenants contained in this Section 5.11 5.9 without limit as to time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TAMINCO Corp), Agreement and Plan of Merger (Eastman Chemical Co)
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates certificate of incorporation or by-laws bylaws or other organization organizational documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect. For a period of six years from the Effective Time, Parent and the Surviving Corporation Company shall maintain in effect the any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s Subsidiaries’ certificate of incorporation and by-laws bylaws or similar organization organizational documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective current or former directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Company’s organizational documents in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to exculpation, indemnification and advancement of expenses in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Freeport McMoran Copper & Gold Inc), Agreement and Plan of Merger (Plains Exploration & Production Co)
Indemnification and Insurance. (a) Parent and Merger Sub The Linn Parties agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the LinnCo Effective Time, whether asserted or claimed prior to, at or after the LinnCo Effective Time, now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company Company, HoldCo or its their respective Subsidiaries as provided in their respective certificates of incorporation or by-laws bylaws or other organization organizational documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger Transactions and shall continue in full force and effect. For a period of six years from the LinnCo Effective Time, Parent and the Surviving Corporation Linn Parties shall maintain in effect the any and all exculpation, indemnification and advancement of expenses provisions of the Company’s, HoldCo’s and any of its Subsidiary’s certificate their respective Subsidiaries’ certificates of incorporation and by-laws bylaws or similar organization organizational documents in effect immediately prior to the LinnCo Effective Time or in any indemnification agreements of the Company Company, HoldCo or its their respective Subsidiaries with any of their respective current or former directors, officers or employees in effect immediately prior to the LinnCo Effective Time, and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Company’s organizational documents in any manner that would adversely affect the rights thereunder of any individuals who immediately before the LinnCo Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to exculpation, indemnification and advancement of expenses in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the LinnCo Effective Time, Parent the Linn Parties shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation Company and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Berry Petroleum Co), Agreement and Plan of Merger
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or other organization documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate of incorporation and by-laws or similar organization documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 5.12 without limit as to time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mirant Corp), Agreement and Plan of Merger (Rri Energy Inc)
Indemnification and Insurance. (a) Parent From and Merger Sub agree that all rights to exculpation, indemnification after the Effective Time and advancement of expenses now existing in favor ending on the sixth (6th) anniversary of the Effective Time, Parent shall cause the Surviving Corporation to, indemnify, defend and hold harmless (including by advancing expenses) each current or and former directorsdirector, officers or employees, as the case may be, officer and employee of the Company or and any of its Subsidiaries and each person who served as provided in their respective certificates a director, officer, member, trustee or fiduciary of incorporation or by-laws another corporation, partnership, joint venture, trust, pension or other organization documents employee benefit plan or in any agreement to which enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries is (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a party“Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to the Agreement or the Transactions), to the fullest extent permitted under applicable Law. Each of (x) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect, (y) any indemnification agreements with an Indemnitee listed on Section 5.8(a) of the Company Disclosure Schedule, which shall in each case survive the Merger Transactions and shall continue in full force and effect. For effect to the extent permitted by applicable Law and (z) the respective organizational documents of the Company’s Subsidiaries as currently in effect shall not, for a period of six (6) years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect the exculpationbe amended, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate of incorporation and by-laws or similar organization documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal repealed or otherwise modify any such provisions modified in any a manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directorsIndemnitees except, officers or employees in the case of clauses (x) and (z), as required by applicable Law. Without limiting the Company or any of its Subsidiaries; providedforegoing, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after at the Effective Time, Parent shall assume, be jointly and severally liable forthe Surviving Corporation shall, and honor, guaranty and stand surety for, and Parent shall cause the Surviving Corporation to, cause the certificate of incorporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each by-laws of the covenants contained Surviving Corporation to include provisions for limitation of liabilities of directors and officers, indemnification, advancement of expenses and exculpation of the Indemnitees no less favorable to the Indemnitees than as set forth in the Company Charter Documents in effect on the date of this Section 5.11 without limit Agreement, which provisions shall, for a period of six (6) years from the Effective Time, not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees except as to timerequired by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD), Agreement and Plan of Merger (Cephalon Inc)
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time (including any matters arising in connection with the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or any of its Subsidiaries as provided in their respective certificates of incorporation or by-laws or other organization documents Governing Documents or in any agreement to which the Company or any of its Subsidiaries is a party, Contract shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect (to the fullest extent permitted under applicable Law) any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate of incorporation and by-laws or similar organization documents Subsidiaries’ Governing Documents in effect immediately prior to the Effective Time (to the extent and for so long as such entities remain in existence following the Effective Time) or in any indemnification agreements Contracts of the Company or its Subsidiaries with any of their respective current or former directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the applicable Party’s Governing Documents in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification and exculpation in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to timeAction.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp), Agreement and Plan of Merger (Eldorado Resorts, Inc.)
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or other organization documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate of incorporation and by-laws or similar organization documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 6.11 without limit as to time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NRG Energy, Inc.), Agreement and Plan of Merger (GenOn Energy, Inc.)
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or other organization documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the earlier of the Acceptance Date and the Effective Time, Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Company Subsidiary’s certificate certificates of incorporation and by-laws or similar organization documents in effect immediately prior to the earlier of the Acceptance Date and the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees in effect immediately prior to the earlier of the Acceptance Date and the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the earlier of the Acceptance Date and the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the earlier of the Acceptance Time and the Effective Time, Parent shall assume, and be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 6.9 without limit as to time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Safenet Inc), Agreement and Plan of Merger (Stealth Acquisition Corp.)
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates articles of incorporation or by-laws or other organization documents or in any agreement to which the Company or any of its Subsidiaries is a party, party shall survive the Merger and shall continue in full force and effect. For a period of six years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Company Subsidiary’s certificate articles of incorporation and by-laws or similar organization documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Corporation’s articles of incorporation and by-laws set forth in Exhibit A and Exhibit B in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 5.10 without limit as to time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Centex Corp), Agreement and Plan of Merger (Pulte Homes Inc/Mi/)
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or other organization documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate of incorporation and by-laws or similar organization documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fitlife Brands, Inc.), Agreement and Plan of Merger (iSatori, Inc.)
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates articles of incorporation or by-laws or other organization documents or in any agreement to which the Company or any of its Subsidiaries is a party, party shall survive the Merger and shall continue in full force and effect. For a period of six two (2) years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Company Subsidiary’s certificate articles of incorporation and by-laws or similar organization documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Corporation’s articles of incorporation and by-laws set forth in Exhibit A and Exhibit B in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 5.9 without limit as to time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medianet Group Technologies Inc), Agreement and Plan of Merger (Atlas Capital Holdings, Inc.)
Indemnification and Insurance. (a) Parent and Merger Sub agree The Buyer agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or other organization documents Organizational Documents or in any agreement to which with the Company or any of its Subsidiaries that is a party, disclosed to the Buyer prior to the date hereof shall survive the Merger Closing and shall continue in full force and effect. For a period of six years from the Effective TimeClosing Date, Parent the Buyer shall cause the Company and the Surviving Corporation shall its Subsidiaries to maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate of incorporation and by-laws or similar organization documents Subsidiaries’ Organizational Documents as in effect immediately prior to the Effective Time Closing Date or in any indemnification agreements of the Company or its Subsidiaries with any of their current or former respective directors, officers or employees as in effect immediately prior to the Effective TimeClosing Date and disclosed to the Buyer prior to the date hereof, and the Buyer shall cause the Company and its Subsidiaries to not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the Effective Time Closing Date were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification or advancement of expenses in respect of any Action Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Action Legal Proceeding or resolution of such claim. From and after the Effective TimeClosing Date, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and the Buyer shall cause the Surviving Corporation Company and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 6.15 without limit as to time.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the current or former former, directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates certificate of incorporation or by-laws bylaws or other organization organizational documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect. For a period of six years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect the any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s Subsidiaries’ certificate of incorporation and by-laws bylaws or similar organization organizational documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective current or former directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Corporation’s certificate of incorporation and bylaws in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McMoran Exploration Co /De/), Agreement and Plan of Merger (Freeport McMoran Copper & Gold Inc)
Indemnification and Insurance. (a) Parent and Parent, Merger Sub and the Company agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws bylaws or other organization organizational documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue at and after the Effective Time in full force and effect. For a period of six years from after the Effective Time, Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Company Subsidiary’s certificate certificates of incorporation and by-laws bylaws or similar organization organizational documents as in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or any of its Subsidiaries with any of their respective directors, officers or employees as in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action Proceeding (as defined below) pending or asserted or any claim made within such period shall continue until the final disposition of such Action Proceeding or resolution of such claim, even if beyond such six-year period. From and after the Effective TimeControl Date, Parent shall assume, be jointly and severally liable for, and honor, guaranty guarantee and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time5.11.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kansas City Southern), Agreement and Plan of Merger (Canadian National Railway Co)
Indemnification and Insurance. (a) From and after the Effective Time, Parent and Merger Sub agree that shall cause the Surviving Corporation to honor all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries (each, an “Indemnified Party”) as provided in their respective certificates of incorporation or by-laws or other organization documents Organization Documents or in any agreement Contract to which the Company or any of its Subsidiaries is a party, which rights shall survive the Merger and shall continue in full force and effecteffect to the extent permitted by Law. For a period of six years from the Effective Time, Parent and shall cause the Surviving Corporation shall to maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Company Subsidiary’s certificate of incorporation and by-laws or similar organization documents Organization Documents in effect immediately prior to as of the Effective Time date hereof or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees in effect immediately prior to the Effective Time for any action or failure to act prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder for any action or failure to act prior to the Effective Time of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative pending or asserted or any claim made within such period shall continue until the disposition of such Action claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand as a surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 6.11 without limit as to time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Exelon Corp), Agreement and Plan of Merger (Constellation Energy Group Inc)
Indemnification and Insurance. (a) Parent and the Merger Sub Subs agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time (including any matters arising in connection with the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the current or former directors, officers or employeesemployees (or their functional equivalent), as the case may be, of the Company or its Subsidiaries as provided in their respective certificates certificate of incorporation or by-laws bylaws or other organization organizational documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect. For a period of six years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect (to the fullest extent permitted under applicable Law) any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s Subsidiaries’ certificate of incorporation and by-laws bylaws or similar organization organizational documents in effect immediately prior to the Effective Time (to the extent and for so long as such entities remain in existence following the Effective Time) or in any indemnification agreements of the Company or its Subsidiaries with any of their respective current or former directors, officers or employees (or their functional equivalent) in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Corporation’s organizational documents in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees (or their functional equivalent) of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification and exculpation in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lumentum Holdings Inc.), Agreement and Plan of Merger (Coherent Inc)
Indemnification and Insurance. (a) Parent and Merger Sub agree that agrees that, to the fullest extent permitted under applicable Law, all rights to exculpation, indemnification and advancement of expenses now for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, existing as at the date of this Agreement in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates certificate of incorporation formation or by-laws bylaws or other organization organizational documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effecteffect in accordance with their terms. For a period of six years from the Effective Time, to the fullest extent permitted under applicable Law, Parent shall, and shall cause the Surviving Corporation shall Company to, maintain in effect the any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate of incorporation and by-laws formation, bylaws or similar organization organizational documents of the Company and its Subsidiaries in effect immediately prior to as at the Effective Time date of this Agreement or in any indemnification agreements of the Company or its Subsidiaries with any of their respective current or former directors, officers or employees in effect immediately prior as at the date of this Agreement, and to the Effective Time, and fullest extent permitted under applicable Law shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the organizational documents of the Company or its Subsidiaries in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to exculpation, indemnification and advancement of expenses in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ensco PLC), Agreement and Plan of Merger (Atwood Oceanics Inc)
Indemnification and Insurance. (a) Parent Mars, Holdco and the Merger Sub Subs agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company Galaxy or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or other organization documents or in any agreement to which the Company with Galaxy or any of its Subsidiaries is a party, shall survive the Merger Mergers and shall continue in full force and effect. For a period of six (6) years from the Effective Time, Parent Holdco and the Galaxy Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the CompanyGalaxy’s and any of its Galaxy Subsidiary’s certificate certificates of incorporation and by-laws or similar organization documents as in effect immediately prior to the Effective Time or in any indemnification agreements of the Company Galaxy or its Subsidiaries with any of their respective directors, officers or employees as in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the Effective Time were current or former directors, officers or employees of the Company Galaxy or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent Holdco shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Galaxy Surviving Corporation and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 5.9 without limit as to time; provided that in no event shall such action by Holdco have the effect of increasing or otherwise broadening the scope of the indemnification obligations of the Galaxy Surviving Corporation to such persons as in effect immediately prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Mergers (Gemstar Tv Guide International Inc), Agreement and Plan of Mergers (Macrovision Corp)
Indemnification and Insurance. (a) Parent NewCo and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time (including any matters arising in connection with the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates certificate of incorporation or by-laws bylaws or other organization organizational documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, Parent NewCo and the Surviving Corporation Company shall maintain in effect (to the fullest extent permitted under applicable Law) any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s Subsidiaries’ certificate of incorporation and by-laws bylaws or similar organization organizational documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective current or former directors, officers or employees in effect immediately prior to the Effective Time, Time and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Company’s organizational documents in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification and exculpation in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time.
Appears in 1 contract
Indemnification and Insurance. (a) Parent and Merger Sub agree agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates articles of incorporation or by-laws or other organization documents or in any agreement to which the Company or any one of its Subsidiaries is a party, party shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Company Subsidiary’s certificate articles of incorporation and by-laws or similar organization documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Corporation’s certificate of incorporation and by-laws set forth in Exhibit A and Exhibit B hereto in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action (as hereinafter defined) pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 5.9 without limit as to time.
Appears in 1 contract
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers directors or employeesofficers, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws bylaws or other organization organizational documents or in any indemnification agreement to which set forth on Section 5.10 of the Company or any of its Subsidiaries is a partyDisclosure Letter, shall survive the Merger and shall continue at and after the Effective Time in full force and effect. For a period of six years from after the Effective Time, Parent and shall cause the Surviving Corporation shall to maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Company Subsidiary’s certificate certificates of incorporation and by-laws bylaws or similar organization organizational documents as in effect immediately prior to as of the Effective Time date of this Agreement or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, directors or officers or employees set forth on Section 5.10 of the Company Disclosure Letter as in effect immediately prior to as of the Effective Timedate of this Agreement, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the Effective Time were current or former directors, directors or officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the final disposition of such Action or resolution of such claim, even if beyond such six-year period. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time5.10.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Envision Healthcare Corp)
Indemnification and Insurance. (a) Parent Pxxxxx and Merger Mxxxxx Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries (or directors or officers of an Acquired Company to the extent serving as fiduciaries with respect to any Company Employee Plan maintained by any Acquired Company) as provided in their respective articles or certificates of incorporation or by-laws bylaws or other organization organizational documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue at and after the Effective Time in full force and effect. For a period of six (6) years from after the Effective Time, Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate Subsidiaries’ articles or certificates of incorporation and by-laws bylaws or similar organization organizational documents as in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees as in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the final disposition of such Action or resolution of such claim, even if beyond such six (6)-year period. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty guarantee and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time5.10.
Appears in 1 contract
Samples: Agreement and Plan of Merger (L3harris Technologies, Inc. /De/)
Indemnification and Insurance. (a) The Surviving Corporation, Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates articles or certificate of incorporation or by-laws bylaws or other organization organizational documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s Subsidiaries’ articles or certificate of incorporation and by-laws bylaws or similar organization organizational documents as in effect immediately prior to as of the Effective Time date of this Agreement or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees as in effect immediately prior to as of the Effective Timedate of this Agreement, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, provided that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time5.10.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Stancorp Financial Group Inc)
Indemnification and Insurance. (a) Parent The Acquiror and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries the Company Affiliates as provided in their respective certificates of incorporation or by-laws bylaws or other organization similar constituent documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect. For a period of six years from the Effective Time, Parent and the Surviving Corporation shall, and the Acquiror shall cause the Surviving Corporation to, maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate the Company Affiliates’ certificates of incorporation and by-laws bylaws or similar organization constituent documents as in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries the Company Affiliates with any of their respective directors, officers or employees as in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiariesthe Company Affiliates; provided, however, that all rights to indemnification in respect of any actual or threatened Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and the Acquiror shall cause the Surviving Corporation and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 5.12 without limit as to time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Apria Healthcare Group Inc)
Indemnification and Insurance. (a) Parent and Merger Sub agree that agrees that, to the fullest extent permitted under applicable Law, all rights to exculpation, indemnification and advancement of expenses now for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, existing as at the date of this Agreement in favor of the current or former directors, managers, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates certificate of incorporation formation or by-laws bylaws or other organization organizational documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effecteffect in accordance with their terms. For a period of six years from the Effective Time, to the fullest extent permitted under applicable Law, Parent shall, and shall cause the Surviving Corporation shall Company to, maintain in effect the any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate of incorporation and by-laws formation, bylaws or similar organization organizational documents of the Company and its Subsidiaries in effect immediately prior to as at the Effective Time date of this Agreement or in any indemnification agreements of the Company or its Subsidiaries with any of their respective current or former directors, managers, officers or employees in effect immediately prior as at the date of this Agreement, and to the Effective Time, and fullest extent permitted under applicable Law shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the organizational documents of the Company or its Subsidiaries in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, managers, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to exculpation, indemnification and advancement of expenses in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time.
Appears in 1 contract
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or any of its Subsidiaries as provided in their respective certificates of incorporation or by-laws bylaws or other organization organizational documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect. For a period of six 6 years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Company Subsidiary’s certificate certificates of incorporation and by-laws bylaws or similar organization organizational documents as in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or any of its Subsidiaries with any of their respective directors, officers or employees as in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time5.9.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ProSight Global, Inc.)
Indemnification and Insurance. (a) Parent and Merger Sub agree agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates articles of incorporation or by-laws or other organization documents or in any agreement to which the Company or any one of its Subsidiaries is a party, party shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Company Subsidiary’s certificate 's articles of incorporation and by-laws or similar organization documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Corporation's certificate of incorporation and by-laws set forth in EXHIBIT A and EXHIBIT B hereto in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; providedPROVIDED, howeverHOWEVER, that all rights to indemnification in respect of any Action (as hereinafter defined) pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 5.9 without limit as to time.
Appears in 1 contract
Indemnification and Insurance. (a) The Surviving Corporation, Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers directors or employeesofficers, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates Articles of incorporation or by-laws code of regulations or other organization organizational documents or in any agreement to which with the Company or any of its Subsidiaries is a partyset forth on Section 5.11(a) of the Company Disclosure Letter and provided to Parent prior to the date hereof, and such obligations shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate Subsidiaries’ Articles of incorporation and by-laws code of regulations or similar organization organizational documents as in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, directors or officers or employees as in effect immediately prior to the Effective TimeTime set forth on Section 5.11(a) of the Company Disclosure Letter and provided to Parent prior to the date hereof, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the Effective Time were current or former directors, directors or officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 5.11. (b) For a period of six (6) years from and after the Effective Time, each of Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the Indemnified Parties) each current and former director or officer of the Company or any of its Subsidiaries (each, together with such Person’s heirs, executors or administrators, an “Indemnified Party”) against any reasonable and documented costs or expenses (including advancing reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement (collectively, “Losses”) in connection with any actual or threatened claim, action, suit, litigation, proceeding or investigation, whether civil, criminal, administrative or investigative, brought by or pending before any Governmental Entity (an “Action”), arising out of, relating to or in connection with any action or omission occurring or alleged to have occurred whether before, at or after the Effective Time in connection with such Indemnified Party’s service as a director or officer of the Company or any of its Subsidiaries (or acts or omissions in connection with such Indemnified Party’s service as officer or director of the Company or any of its Subsidiaries), including, without limit as limitation, an Action arising in whole or in part out of, or pertaining to time.this Agreement or any of the Transactions, whether in any case asserted or arising before or after the Effective Time. In the event of any such Action, (A) the Surviving Corporation will have the right to control the defense thereof after the Effective Time, (B) each Indemnified Party will be entitled to retain his or her own counsel (the reasonable and documented fees and expenses of which will be paid by the Surviving Corporation), whether or not the Surviving Corporation elects to control the defense of any such Action, (C) upon receipt of an undertaking to repay such advances if it is ultimately determined that such Indemnified Party is not entitled to indemnification, the Surviving Corporation will advance all fees and expenses (including
Appears in 1 contract
Samples: Execution Version Agreement and Plan of Merger (Bravo Brio Restaurant Group, Inc.)
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, directors or officers or employees, as the case may be, of the Company or its Subsidiaries (in their capacity as such) as provided in their respective certificates certificate of incorporation or by-laws or other organization documents or in any agreement provided to which Parent at least one (1) day prior to the Company or any of its Subsidiaries is a party, date hereof shall survive the Merger and shall continue in full force and effecteffect for up to six (6) years from the Effective Time; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. For a period of six (6) years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Company Subsidiary’s certificate of incorporation and by-laws or similar organization documents in effect immediately prior to the Effective Time or in any indemnification agreements as of the Company or its Subsidiaries with any of their respective directors, officers or employees in effect immediately prior to the Effective Timedate hereof, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the Effective Time were current or former directors, directors or officers or employees of the Company or any of its SubsidiariesSubsidiaries (in their capacity as such); provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time5.9.
Appears in 1 contract
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or other organization documents or in any agreement as in effect on the date hereof and which has previously been made available to which the Company or any of its Subsidiaries is a party, Parent shall survive the Merger and shall continue in full force and effecteffect to the extent provided in the following sentence. For a period of six years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect the any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate Subsidiaries’ articles of incorporation and by-laws or similar organization documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective current or former directors, officers or employees in effect immediately prior as of the date hereof and which has previously been provided to the Effective TimeParent, and shall not not, for a period of six years from the date hereof, amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that Subsidiaries and all rights to indemnification thereunder in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time.
Appears in 1 contract
Indemnification and Insurance. (a) Parent and Merger Sub the Purchaser agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or other organization organizational documents or in any agreement as in effect on the date hereof and which has previously been made available to which the Company or any of its Subsidiaries is a party, Parent shall survive the Merger and shall continue in full force and effecteffect to the extent provided in the following sentence. For a period of six years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect the any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s Subsidiaries’ certificate of incorporation and by-laws or similar organization organizational documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective current or former directors, officers or employees in effect immediately prior as of the date hereof and which has previously been provided to the Effective TimeParent, and shall not not, for a period of six years from the date hereof, amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that Subsidiaries and all rights to indemnification thereunder in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (PharmaNet Development Group Inc)
Indemnification and Insurance. (a) Parent The Surviving Company, Purchaser and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, directors and officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws bylaws or other organization organizational documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, Parent and the Surviving Corporation Company shall maintain, and Purchaser shall cause the Surviving Company to maintain in effect effect, terms no less favorable to directors, officers or employees than the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Company Subsidiary’s certificate certificates of incorporation and by-laws bylaws or similar organization organizational documents as in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees as in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, provided that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent Purchaser shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation Company and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time5.9.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pzena Investment Management, Inc.)
Indemnification and Insurance. (a) Parent and Merger Sub agree that Subject to Applicable Law, all rights to exculpation, indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time, rights under employment agreements, and rights to advancement of expenses now relating thereto existing as of the date of the Agreement in favor of any Person who is or prior to the current Effective Time becomes, or has been at any time prior to the date hereof, a present or former directors, officers director or employees, officer (including as the case may be, a fiduciary with respect to an employee benefit plan) of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or other organization documents or in any agreement to which the Company or Company, any of its Subsidiaries is a partyor any of their respective predecessors, shall survive or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the Merger and shall continue request of or for the benefit of the Company, any of its Subsidiaries or any of their respective predecessors, other than, in full force and effect. For a period each case, SVC, RMR or any of six years from their respective Affiliates (each, together with such person’s heirs, executors or administrators, an “Indemnified Person” and, collectively, the Effective Time“Indemnified Persons”), Parent and the Surviving Corporation shall maintain as provided in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate of incorporation and by-laws or similar organization documents Subsidiaries Organizational Documents as in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any made available to Parent, shall survive the Merger and, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of their respective directors, officers or employees in effect immediately prior to the Effective Time, and shall not amendbe amended, repeal repealed or otherwise modify any such provisions modified in any manner that would adversely affect the rights any right thereunder of any individuals who immediately before such Indemnified Person with respect to acts or omissions by such Indemnified Persons occurring prior to the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claimTime. From and after the Effective Time, subject to Applicable Law, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as 7.3, subject to time.the terms and conditions herein. 60
Appears in 1 contract
Samples: Agreement and Plan of Merger (TravelCenters of America Inc. /MD/)
Indemnification and Insurance. (a) Parent and the Merger Sub Subs agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time (including any matters arising in connection with the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the current or former directors, officers or employeesemployees (or their functional equivalent), as the case may be, of the Company or its Subsidiaries as provided in their respective certificates certificate of incorporation or by-laws bylaws or other organization organizational documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger Mergers and shall continue in full force and effect. For a period of six years from the Effective Time, Parent Parent, the First Step Surviving Corporation and the Surviving Corporation Company shall maintain in effect (to the fullest extent permitted under applicable Law) any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s Subsidiaries’ certificate of incorporation and by-laws bylaws or similar organization organizational documents in effect immediately prior to the Effective Time (to the extent and for so long as such entities remain in existence following the Effective Time) or in any indemnification agreements of the Company or its Subsidiaries with any of their respective current or former directors, officers or employees (or their functional equivalent) in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Company’s organizational documents in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees (or their functional equivalent) of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification and exculpation in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time.57
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lumentum Holdings Inc.)
Indemnification and Insurance. (a) Parent and Parent, Merger Sub and the Company agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the or other similar agreements between any current or former directors, officers or employees, as on the case may beone hand, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or other organization documents or in any agreement to which and the Company or any of its Subsidiaries is a partySubsidiaries, on the other hand, in each case in effect on the date hereof as set forth on Section 7.8(b) of the Company Disclosure Schedules and made available to Parent prior to the date hereof (the “Existing Indemnification Agreements”), shall survive the consummation of the Merger and shall continue remain in full force and effecteffect in accordance with their respective terms. For a period of six (6) years from after the Effective Time, Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate certificates of incorporation and by-laws bylaws or similar organization organizational documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its and any Subsidiaries with any of their respective directors, officers or employees the Company as in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the final disposition of such Action or resolution of such claim, even if beyond such six (6)-year period. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty guarantee and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time7.8.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ZeroFox Holdings, Inc.)
Indemnification and Insurance. (a) Parent and Merger Sub agree to cause the Surviving Corporation to provide that all rights rights, to the extent permitted by Law, to exculpation, indemnification and advancement of expenses now existing in favor of the current or and former directors, officers or employeesand employees appointed by the Company’s President to serve on its Executive Committee and those employees selected by the Executive Committee to be Division Managers (the “Executive Committee Employees ”), as the case may be, of the Company or its Subsidiaries as provided in their respective certificates articles of incorporation or by-laws bylaws or other organization organizational documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue at and after the Effective Time in full force and effect. For a period of six (6) years from after the Effective Time, Parent shall cause the Surviving Corporation to, and the Surviving Corporation shall shall, maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate Subsidiaries’ articles or certificates of incorporation and by-laws bylaws or similar organization organizational documents as in effect immediately prior to as of the Effective Time date hereof or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees the Executive Committee Employees as in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the Effective Time were current or former directors, officers or employees the Executive Committee Employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the final disposition of such Action or resolution of such claim, even if beyond such six (6)-year period. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time5.11.
Appears in 1 contract
Indemnification and Insurance. (a) Parent and Merger Xxxxxx Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries (or directors or officers of an Acquired Company to the extent serving as fiduciaries with respect to any Company Employee Plan maintained by any Acquired Company) as provided in their respective articles or certificates of incorporation or by-laws bylaws or other organization organizational documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue at and after the Effective Time in full force and effect. For a period of six (6) years from after the Effective Time, Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate Subsidiaries’ articles or certificates of incorporation and by-laws bylaws or similar organization organizational documents as in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees as in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the final disposition of such Action or resolution of such claim, even if beyond such six (6)-year period. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty guarantee and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time5.10.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aerojet Rocketdyne Holdings, Inc.)
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or other organization documents or in any agreement as in effect on the date hereof and which has previously been made available to which the Company Parent or any of its Subsidiaries is a party, Representatives shall survive the Merger and shall continue in full force and effecteffect to the extent provided in the following sentence. For a period of six years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect the any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate Subsidiaries’ certificates of incorporation and incorporation, by-laws or similar organization documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective current or former directors, officers or employees in effect immediately prior as of the date of this Agreement and which has previously been made available to the Effective TimeParent or its Representatives, and shall not (except as otherwise required by Law), for a period of six years from the date hereof, amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that Subsidiaries and all rights to indemnification or advancement of expenses thereunder in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harman International Industries Inc /De/)
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates articles of incorporation or by-laws bylaws or other organization organizational documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue at and after the Effective Time in full force and effect. For a period of six years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s 's and any of its Company Subsidiary’s certificate 's articles of incorporation and by-laws bylaws or similar organization organizational documents as in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees as in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the final disposition of such Action or resolution of such claim, even if beyond such six-year period. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time5.9.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Interactive Intelligence Group, Inc.)
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing as of the date of this Agreement in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or other organization documents or in any agreement to which in effect on the date hereof with the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effecteffect in accordance with their respective terms as of the date hereof. For a period of six (6) years from the Closing Date, the Company (and following the Effective Time, Parent and the Surviving Corporation Corporation) shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Company Subsidiary’s certificate certificates of incorporation and by-laws or similar organization documents as in effect immediately prior to on the Effective Time date of this Agreement, or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees listed in effect immediately prior to Section 6.9 of the Effective TimeCompany Disclosure Letter, and shall not amend, repeal or otherwise modify any such provisions in any manner that would materially and adversely affect the rights thereunder of any individuals who immediately before at the Effective Time Closing Date were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Closing Date, Parent shall cause the Company (and following the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation Corporation) and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time6.9.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Odyssey Healthcare Inc)
Indemnification and Insurance. (a) Parent and Merger Sub agree agrees that all rights to exculpation, indemnification and or advancement of expenses now existing arising from, relating to, or otherwise in respect of, acts or omissions occurring prior to or at the Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby or consummated hereunder) in favor of the current or former directors, directors or officers or employees, as the case may be, of the Company or any of its Subsidiaries and each of their respective employees who serves as a fiduciary of a Company Plan (in each case, when acting in such capacity) (each, an “Indemnitee” and collectively, the “Indemnitees”) as provided in their respective certificates of incorporation or incorporation, by-laws or laws, other organization organizational documents or and any indemnification agreement in any agreement effect as of the date of this Agreement with an Indemnitee, in each case to which the Company or any of its Subsidiaries is a partyfullest extent provided therein, shall survive the Merger and shall continue in full force and effecteffect in accordance with their terms. For a period of no less than six (6) years from the Effective Time, Parent and shall cause the Surviving Corporation shall to maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate of incorporation and by-laws or similar organization documents in effect immediately prior to as of the Effective Time date of this Agreement or in any indemnification agreements Contract of the Company or its Subsidiaries with any of their respective directors, officers or employees in effect immediately prior to as of the Effective Timedate of this Agreement, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to exculpation, indemnification and advancement of expenses in respect of any Action Proceeding pending or asserted or any claim made within such period shall continue until the final disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to timeProceeding.
Appears in 1 contract
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates certificate of incorporation or by-laws bylaws or other organization documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions no less favorable in the aggregate than those of the Company’s and any of its Company Subsidiary’s certificate of incorporation and by-laws bylaws or similar organization documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions provisions, for a period of six (6) years from the Effective Time, in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants agreements contained in this Section 5.11 5.9 without limit as to time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Osi Restaurant Partners, Inc.)
Indemnification and Insurance. (a) Parent and Merger Sub agree agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or other organization documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect. For a period of six years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate of incorporation and by-laws or similar organization documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and Closing it shall cause the Surviving Corporation to continue to indemnify and hold harmless each of the present and former directors, officers, employees and agents of the Company, in their capacities as such, from and against all damages, costs and expenses actually incurred or suffered in connection with any threatened or pending action, suit or proceeding at law or in equity by any Person or any arbitration or administrative or other proceeding relating to the business of the Company and its Subsidiaries or the status of such individual as a director, officer, employee or agent prior to honor the Closing, to the fullest extent permitted by any applicable Law. Parent shall retain in the Articles of Incorporation and performBy-Laws of the Surviving Corporation any indemnification provision or provisions, including provisions respecting the advancement of expenses, in accordance with their respective terms, each effect on the Closing Date for the benefit of the covenants (current or former) officers, directors, employees and agents as of Closing (the “Indemnified Persons”), and shall not thereafter amend the same as it relates to such Indemnified Persons (except to the extent that such amendment preserves or broadens the indemnification or other rights theretofore available to such officers, directors employees and agents). This Section 5.07(a) shall continue for a period of six (6) years following the Closing and is intended to benefit each director, officer, agent or employee who has held such capacity on or prior to the Closing Date and is now or hereafter entitled to indemnification or advancement of expenses pursuant to any provisions contained in this Section 5.11 without limit the Articles of Incorporation or By-Laws of the Company as to timeof the date hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Center for Wound Healing, Inc.)
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or other organization documents or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate of incorporation and by-laws or similar organization documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time.. 66
Appears in 1 contract
Samples: Agreement and Plan of Merger (KLX Energy Services Holdings, Inc.)
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers directors or employeesofficers, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation charters or by-laws bylaws or other organization organizational documents or and/or in any agreement to which set forth on Section 6.14 of the Company or any of its Subsidiaries is a party, Disclosure Letter shall survive the Merger and shall continue in full force and effecteffect as obligations of the Surviving Corporation for a period of not less than six (6) years after the Effective Time. For a period of six (6) years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate of incorporation Subsidiaries’ charters and by-laws bylaws or similar organization organizational documents as in effect immediately prior to the Effective Time or and/or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directorsdirectors or officers set forth on Section 6.14 of the Company Disclosure Letter, officers or employees in each case as in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification and advancement of expenses in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its other Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time6.14.
Appears in 1 contract
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws bylaws or other organization organizational documents or in any indemnification or similar agreement to which disclosed on Section 5.9(a) of the Company Disclosure Letter or any of its Subsidiaries is a party, in the Company SEC Documents shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, Parent and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Company Subsidiary’s certificate certificates of incorporation and by-laws bylaws or similar organization organizational documents as in effect immediately prior to the Effective Time or in any indemnification or similar agreements of the Company or its Subsidiaries disclosed on Section 5.9(a) of the Company Disclosure Letter or in the Company SEC Documents with any of their respective directors, officers or employees as in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and performhonor, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time5.9.
Appears in 1 contract
Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or other organization organizational documents or in any agreement as in effect on the date hereof and which has previously been made available to which the Company or any of its Subsidiaries is a party, Parent shall survive the Merger and shall continue in full force and effecteffect to the extent provided in the following sentence. For a period of six years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect the any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate Subsidiaries’ certificates of incorporation and by-laws or similar organization organizational documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective current or former directors, officers or employees in effect immediately prior as of the date hereof and which has previously been provided to the Effective TimeParent, and shall not not, for a period of six years from the date hereof, amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that Subsidiaries and all rights to indemnification thereunder in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time.
Appears in 1 contract
