Indemnification, Exculpation and Insurance. (a) All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and any existing indemnification agreements or arrangements of the Company and its Subsidiaries shall survive the Merger and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of such individuals for acts or omissions occurring at or prior to the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Webster Financial Corp), Agreement and Plan of Merger (PNC Financial Services Group Inc), Agreement and Plan of Merger (United National Bancorp)
Indemnification, Exculpation and Insurance. (a) All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in their respective certificates of incorporation or by-laws bylaws (or comparable organizational documents) and any existing indemnification agreements or arrangements of the Company and its Subsidiaries shall survive the Merger and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of such individuals for acts or omissions occurring at or prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Woronoco Bancorp Inc), Agreement and Plan of Merger (Berkshire Hills Bancorp Inc)
Indemnification, Exculpation and Insurance. (a) All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in their respective certificates its articles of incorporation or by-laws (or comparable organizational documentsinstruments and agreements) and any existing indemnification agreements or arrangements of the Company and its Subsidiaries shall survive the Merger and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed or otherwise modified for a period of six (6) years after the Effective Time in any manner that would adversely affect the rights thereunder of such individuals for acts or omissions occurring at or prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Whos Your Daddy Inc), Agreement and Plan of Merger (Snocone Systems Inc)
Indemnification, Exculpation and Insurance. (aA) All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries subsidiaries as provided in their respective certificates of incorporation or by-laws (or comparable organizational documentsinstruments and agreements) and any existing indemnification agreements or arrangements of the Company and its Subsidiaries subsidiaries shall survive the Merger and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed or otherwise modified for a period of six five years after the Effective Time in any manner that would adversely affect the rights thereunder of such individuals for acts or omissions occurring at or prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enhance Biotech Inc), Agreement and Plan of Merger (Enhance Biotech Inc)
Indemnification, Exculpation and Insurance. (a) All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in their respective certificates its articles of incorporation or by-laws (or comparable organizational documentsinstruments and agreements) and any existing indemnification agreements or arrangements of the Company and its Subsidiaries shall survive the Merger and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed or otherwise modified for a period of six two (2) years after the Effective Time in any manner that would adversely affect the rights thereunder there under of such individuals for acts or omissions occurring at or prior to the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Legend Oil & Gas, Ltd.), Agreement and Plan of Merger (New Western Energy Corp)
Indemnification, Exculpation and Insurance. (a) All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries subsidiaries as provided in their respective certificates of incorporation or by-by- laws (or comparable organizational documents) and any existing indemnification agreements or arrangements of the Company and its Subsidiaries subsidiaries shall survive the Merger and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of such individuals for acts or omissions occurring at or prior to the Effective Timeindividuals.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (Cendant Corp)
Indemnification, Exculpation and Insurance. (a) All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries subsidiaries as provided in their respective certificates of incorporation or by-laws (or comparable organizational documentsinstruments and agreements) and any existing indemnification agreements or arrangements of the Company and its Subsidiaries subsidiaries shall survive the Merger and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed or otherwise modified for a period of six five years after the Effective Time in any manner that would adversely affect the rights thereunder of such individuals for acts or omissions occurring at or prior to the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Perry Ellis International Inc)
Indemnification, Exculpation and Insurance. (a) All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company ViaSpace and its Subsidiaries subsidiaries as provided in their respective certificates its articles of incorporation organization, operating agreement, or by-laws (or comparable organizational documentsinstruments and agreements) and any existing indemnification agreements or arrangements of the Company ViaSpace and its Subsidiaries subsidiaries shall survive the Merger and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed or otherwise modified for a period of six (6) years after the Effective Time in any manner that would adversely affect the rights thereunder of such individuals for acts or omissions occurring at or prior to the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Global Wide Publication LTD)
Indemnification, Exculpation and Insurance. (a) All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries subsidiaries as provided in their respective certificates of incorporation or by-laws (or comparable organizational documentsinstruments and agreements) and any existing indemnification agreements or arrangements of the Company and its Subsidiaries subsidiaries shall survive the Merger and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed or otherwise modified for a period of six (6) years after the Effective Time in any manner that would adversely affect the rights thereunder of such individuals for acts or omissions occurring at or prior to the Effective Time.
Appears in 1 contract
Indemnification, Exculpation and Insurance. (a) All rights ------------------------------------------ to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries subsidiaries as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and any existing indemnification agreements or arrangements of the Company and its Subsidiaries subsidiaries shall survive the Merger and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of such individuals for acts or omissions occurring at or prior to the Effective Timeindividuals.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fairfield Communities Inc)
Indemnification, Exculpation and Insurance. (a) All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in their respective certificates its articles of incorporation or by-laws (or comparable organizational documentsinstruments and agreements) and any existing indemnification agreements or arrangements of the Company and its Subsidiaries shall survive the Merger and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed or otherwise modified for a period of six (6) years after the Effective Time in any manner that would adversely affect the rights thereunder there under of such individuals for acts or omissions occurring at or prior to the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Sierra Gold Corp.)
