Indemnification of Company Officers and Directors. Each Underwriter severally agrees to indemnify and hold harmless the Company, the Company's directors, each of the Company's officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto) or in such Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto).
Indemnification of Company Officers and Directors. (a) Parent agrees, for a period of six years following the Effective Time, not to amend the indemnification provisions set forth in the Certificate of Incorporation or By-Laws of the Surviving Corporation in a manner that would adversely affect the rights of the Company's officers, directors and employees to indemnification thereunder and agrees to cause the Surviving Corporation to fulfill and honor such obligations to the maximum extent permitted by law; provided, however, that nothing in this Section 6.5 shall prevent Parent from effecting any merger, reorganization or consolidation of the Surviving Corporation, provided that, Parent agrees to satisfy any amounts that would have been payable by the Surviving Corporation (or any successor) and that were not otherwise paid pursuant to the indemnification provisions set forth in the Certificate of Incorporation or By-Laws of the Surviving Corporation for a period commencing at the Effective Time and continuing six years thereafter.
Indemnification of Company Officers and Directors. (a) For a period of at least six (6) years following the Effective Time, the Surviving Corporation or its successor shall, and Parent shall cause the Surviving Corporation or its successor to, fulfill and honor in all respects the obligations of the Company pursuant to any indemnification provisions under Applicable Law, the Company’s certificate of incorporation as in effect on the date hereof and pursuant to the indemnification agreements listed in Section 3.1.16(a)(ii) of the Company Disclosure Schedule insofar as such indemnification, advancement of expenses and exculpation for acts or omissions provisions relate to the directors and officers of the Company set forth in such schedule (such directors and officers being herein called the “Company Indemnitees”), regardless of whether any proceeding relating to any Company Indemnitee’s rights to indemnification or advancement of expenses or to any such acts or omissions is commenced before or after the Closing. The rights of each Company Indemnitee shall be enforceable by each such Company Indemnitee or his or her heirs, personal representatives, successors or assigns. If any claim is made against or involves any Company Indemnitee on or prior to the sixth (6th) anniversary of the Effective Time, the provisions of this Section 4.5 shall continue in effect with respect to such claim until the final disposition thereof. The obligations of Parent, the Surviving Corporation and its successors under this Section 4.5 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Company Indemnitee (or his or her heirs, personal representatives, successors or assigns) without the prior written consent of such Company Indemnitee (or his or her heirs, personal representatives, successors or assigns, as applicable). The Surviving Corporation or its successor shall pay all costs and expenses (including reasonable attorneys’ fees) incurred by any Company Indemnitee (or his or her heirs, personal representatives, successors or assigns) in any legal action brought by such Person that is successful to enforce the obligations of Parent, the Surviving Corporation or its successors under this Section 4.5.
Indemnification of Company Officers and Directors. (a) All rights to indemnification and exculpation existing in favor of those persons who on or prior to the Effective Time were directors or officers of the Company for acts and omissions occurring prior to the Effective Time, as provided in the Company’s charter documents (as in effect as of the date of this Agreement) shall survive the Merger and shall be observed by the Surviving Corporation to the fullest extent available under Delaware law for a period of six (6) years from the Effective Time.
Indemnification of Company Officers and Directors. (a) For a period of six (6) years after the Effective Time, Parent agrees that it will indemnify, defend and hold harmless each director and officer of the Company (when acting in such capacity) determined as of immediately prior to the Effective Time (the “Company Indemnified Parties”), to the fullest extent that the Company would have been required or permitted under the Company Certificate of Incorporation and By-laws in effect on the date hereof (the “Company Indemnification Obligations”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time which are asserted after the Effective Time. In connection therewith, Parent shall also advance expenses to the Company Indemnified Parties as incurred to the fullest extent permitted under the Company Indemnification Obligations; provided, however, that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. However, the foregoing provisions of this Section 7.14 shall not apply to: (i) any claim for indemnification made pursuant to Article X hereof, (ii) any matter that, were it asserted by a third party against Parent or the Surviving Corporation, would be an indemnifiable claim pursuant to Article X hereof, or (iii) any claim or matter that relates to a willful or intentional breach of a representation, warranty or covenant made by the Company in connection with this Agreement or the transactions contemplated hereby or made by a Stockholder in connection with its Voting Agreement.
Indemnification of Company Officers and Directors. (a) Parent agrees, for a period of six years following the Effective Time, not to amend the indemnification provisions set forth in the Certificate of Incorporation or By-Laws of the Surviving Corporation in a manner that would adversely affect the rights of the Company's officers, directors and employees to indemnification thereunder for events occurring prior to the Effective Time and agrees to cause the Surviving Corporation to fulfill and honor such obligations to the maximum extent permitted by law; provided, however, that nothing in this Section 6.5 shall prevent Parent from effecting any merger, reorganization or consolidation of the Surviving Corporation, so long as the successor in any such transaction assumes such obligations.
Indemnification of Company Officers and Directors. From and after the Effective Time, Parent shall, or Parent shall cause the Surviving Company, not to oppose obtaining insurance coverage in the form of D & O insurance for each any person who is now, or has been at any time prior to the Effective Time, an officer or director of the Company for acts occurring prior to the closing provided same is reasonably obtainable.
Indemnification of Company Officers and Directors. (a) The Company shall, to the fullest extent permitted under applicable law and regardless of whether the Merger is consummated, indemnify, defend and hold harmless, and after the Effective Time, the Surviving Corporation shall, to the fullest extent permitted under applicable law, indemnify, defend and hold harmless, the present and former officers and directors of the Company or any of its Subsidiaries (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims (and involving claims by or in the right of the Company), damages or liabilities resulting from third-party claims and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties as officers or directors of the Company or any of its Subsidiaries occurring on or prior to the Effective Time (including, without limitation, the Transactions) to the fullest extent permitted or required under (i)(A) the Articles of Incorporation or By-Laws of the Company in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (B) any indemnification agreement between the Indemnified Party and the Company in effect immediately prior to the date of this Agreement; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's Articles of Incorporation and By-Laws in effect on the date of this Agreement and subject to the terms of such Articles of Incorporation and By-Laws.
Indemnification of Company Officers and Directors. Parent and the Surviving Corporation shall cause to be maintained in effect for a period of six (6) years after the Effective Time, subject to any limitation imposed from time to time under applicable law, the current provisions regarding indemnification of current or former officers and directors of Company (each a "Company Indemnified Officer or Director") contained in the articles of incorporation, bylaws or the organizational documents of Company, provided that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification in respect of any claim or claims shall be continue until final disposition of any and all such claims for a period of two (2) years. This covenant is intended to be for the benefit of, and shall be enforceable by, each Company Indemnified Officer or Director and their respective heirs and legal representatives.
Indemnification of Company Officers and Directors. The Surviving Corporation shall indemnify, defend and hold harmless the officers and directors of the Company as of the date hereof against all losses, claims, damages, expenses or liabilities arising out of actions or omissions or alleged actions or omissions occurring at or prior to the Effective Time (other than in connection with claims for indemnification pursuant to Section 10.2) to the same extent and on the same terms and conditions (including with respect to advancement of expenses) provided for in the Company’s articles of incorporation and bylaws in effect at the date hereof (to the extent consistent with the URBCA). Additionally, for a period of five (5) years after the Effective Time, the Surviving Corporation shall use commercially reasonable efforts to cause to be maintained, if available, directors’ and officers’ liability insurance covering those persons who are, as of the date of this Agreement, covered by directors’ and officers’ liability insurance policies of the Company in effect as of the date of this Agreement on terms comparable to those applicable to such officers and directors as of the date of this Agreement.
