Common use of Indemnification; Insurance Clause in Contracts

Indemnification; Insurance. (a) Parent and Subsidiary agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former trustees, directors or officers (the “Indemnified Parties“) of the Company and its subsidiaries as provided in their respective declarations of trust, certificates of incorporation or bylaws (or similar organizational documents), shall survive the Merger and shall continue in full force and effect in accordance with their terms.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Istar Financial Inc), Agreement and Plan of Merger (Istar Financial Inc), Agreement and Plan of Merger (Istar Financial Inc)

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Indemnification; Insurance. (a) Parent and Subsidiary Sub agree that all rights to indemnification for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former trusteesdirectors, directors or officers officers, employees and agents (the "Indemnified Parties") of the Company and its subsidiaries as provided in their respective declarations of trust, certificates articles of incorporation or bylaws by-laws (or similar organizational documents), ) shall survive the Merger and shall continue in full force and effect in accordance with their terms.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Wallace Computer Services Inc), Agreement and Plan of Merger (Graphic Industries Inc), Agreement and Plan of Merger (Wallace Computer Services Inc)

Indemnification; Insurance. (a) Parent and Subsidiary Sub agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former trustees, directors or officers (the "Indemnified Parties") of the Company and its subsidiaries as provided in their respective declarations of trust, certificates of incorporation or bylaws by-laws (or similar organizational documents), ) or existing indemnification contracts as filed with the Company Filed SEC Documents shall survive the Merger and shall continue in full force and effect in accordance with their terms.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (International Business Machines Corp), Agreement and Plan of Merger (Peak Technologies Group Inc), Kirkwood Acquisition Corp

Indemnification; Insurance. (a) Parent and Subsidiary agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former trustees, directors or officers (the “Indemnified Parties) of the Company and its subsidiaries as provided in their respective declarations of trust, certificates of incorporation or bylaws (or similar organizational documents), shall survive the Merger and shall continue in full force and effect in accordance with their terms.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Falcon Financial Investment Trust)

Indemnification; Insurance. (a) Parent and Subsidiary Sub agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former trusteesdirectors, directors officers, employees, fiduciaries or officers agents (the "Indemnified Parties") of the Company and its subsidiaries as provided in their respective declarations of trust, certificates of incorporation or bylaws by-laws (or similar organizational documents), ) or existing indemnification contracts shall survive the Merger and shall continue in full force and effect in accordance with their terms.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Atc Group Services Inc /De/)

Indemnification; Insurance. (a) Parent and Subsidiary Sub agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former trusteesdirectors, directors officers, employees, fiduciaries or officers (the “Indemnified Parties“) agents of the Company and its subsidiaries (the “Indemnified Parties”), including, without limitation, as provided in their respective declarations of trust, certificates its certificate of incorporation or bylaws by-laws (or similar organizational documents)) or existing indemnification contracts or existing employment agreements, shall survive the Merger Merger, shall become the obligation of Parent and the Surviving Corporation, and shall continue in full force and effect in accordance with their terms.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Internet Commerce Corp)

Indemnification; Insurance. (a) Parent and Subsidiary Sub agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former trusteesdirectors, directors officers, employees, fiduciaries or officers agents (the "Indemnified Parties") of the Company and its subsidiaries as provided in their respective declarations of trust, certificates of incorporation or bylaws by-laws (or similar organizational documents), shall survive the Merger and shall continue in full force and effect in accordance with their terms.) or 24

Appears in 1 contract

Samples: Agreement and Plan of Merger (WPG Corporate Development Associates v Lp)

Indemnification; Insurance. (a) Parent and Subsidiary Sub agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former trustees, directors or officers (the "Indemnified Parties") of the Company and its subsidiaries as provided in their respective declarations of trust, certificates articles of incorporation or bylaws by-laws (or similar 37 organizational documents), shall survive the Merger and shall continue in full force and effect in accordance with their terms.

Appears in 1 contract

Samples: Agreement and Plan of Merger (International Business Machines Corp)

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Indemnification; Insurance. (a) Parent and Subsidiary Sub agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former trusteesdirectors, directors officers, employees, fiduciaries or officers (the “Indemnified Parties“) agents of the Company and its subsidiaries (the "Indemnified Parties"), including, without limitation, as provided in their respective declarations of trust, certificates its certificate of incorporation or bylaws by-laws (or similar organizational documents)) or existing indemnification contracts or existing employment agreements, shall survive the Merger Merger, shall become the obligation of Parent and the Surviving Corporation, and shall continue in full force and effect in accordance with their terms.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Easylink Services Corp)

Indemnification; Insurance. (a) Parent and Subsidiary Sub agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former trustees, directors or officers (the "Indemnified Parties") of the Company and its subsidiaries the Subsidiaries as provided in their respective declarations of trust, certificates of incorporation or bylaws (or similar organizational documents), ) or existing indemnification contracts shall survive the Merger and shall continue in full force and effect in accordance with their terms.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Legend Properties Inc)

Indemnification; Insurance. (a) Parent and Subsidiary Purchaser agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former trustees, directors or officers (the "Indemnified Parties") of the Company and its subsidiaries as provided in their respective declarations of trust, certificates articles of incorporation or bylaws by-laws (or similar organizational documents), shall survive the Merger and shall continue in full force and effect in accordance with their terms.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tefron LTD)

Indemnification; Insurance. (a) Parent and Subsidiary Sub agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former trustees, directors or officers (the "Indemnified Parties") of the Company and its subsidiaries as provided in their respective declarations its Amended and Restated Articles of trustIncorporation or Bylaws, certificates of incorporation or bylaws (or similar organizational documents)as amended and restated, shall survive the Merger and shall continue in full force and effect in accordance with their terms.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Edmark Corp)

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