Common use of Indemnification of Officers and Directors Clause in Contracts

Indemnification of Officers and Directors. (a) All rights to indemnification by the Company existing in favor of those Persons who are directors and officers of the Company as of the date of this Agreement (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the Certificate of Incorporation and bylaws of the Company (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said Indemnified Persons (as set forth on Part 6.6(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, shall survive the Merger and shall be observed by the Surviving Corporation and its Subsidiaries to the fullest extent available under Delaware law for a period of six years from the Effective Time, and any claim made requesting indemnification pursuant to such indemnification rights within such six-year period shall continue to be subject to this Section 6.6(a) and the indemnification rights provided under this Section 6.6(a) until disposition of such claim.

Indemnification of Officers and Directors. (a) All rights to indemnification indemnification, advancement of expenses and exculpation by the Company existing as of the Agreement Date in favor of those Persons who are directors and officers of the Company as of the date Agreement Date or have been directors and officers of this Agreement the Company in the past (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, including in respect of the Transactions, as provided in the Certificate certificate of Incorporation incorporation and bylaws of the Company (as in effect as of the date of this AgreementAgreement Date) and as provided in the indemnification agreements between the Company and said Indemnified Persons (as set forth on Part 6.6(aSection 7.4(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of such Indemnified Persons, and shall be observed by Parent, the Surviving Corporation and its Subsidiaries their successors and assigns to the fullest extent available under Delaware law Law for a period of six (6) years from the Effective Time, and any claim made requesting indemnification pursuant to such indemnification rights within such six-six (6) year period shall continue to be subject to this Section 6.6(a7.4(a) and the indemnification rights provided under this Section 6.6(a7.4(a) until disposition of such claim.

Indemnification of Officers and Directors. (a) All rights to indemnification by the Company existing in favor of those Persons who are directors and officers of the Company as of the date of this Agreement (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the Certificate of Incorporation and bylaws of the Company (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said Indemnified Persons (as set forth on Part 6.6(a5.6(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, shall survive the Merger and shall be observed by the Surviving Corporation and its Subsidiaries to the fullest extent available under Delaware law for a period of six (6) years from the Effective Time, and any claim made requesting indemnification pursuant to such indemnification rights within such six-year period shall continue to be subject to this Section 6.6(a5.6(a) and the indemnification rights provided under this Section 6.6(a5.6(a) until disposition of such claim.

Indemnification of Officers and Directors. (a) All rights to indemnification indemnification, advancement of expenses and exculpation by the Company existing as of the date hereof in favor of those Persons who are directors and officers of the any Acquired Company as of the date of this Agreement or have been directors and officers of any Acquired Company in the past (collectively, the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the Certificate certificate of Incorporation incorporation and bylaws (or applicable governing documents) of the applicable Acquired Company (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Acquired Company and said Indemnified Persons (as set forth on Part 6.6(a6.5(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of such Indemnified Persons, and shall be observed by the Surviving Corporation and its Subsidiaries to the fullest extent available under Delaware law for a period of six years from the Effective Time, and any claim made requesting indemnification pursuant to such indemnification rights within such six-year period shall continue to be subject to this Section 6.6(a6.5(a) and the indemnification rights provided under this Section 6.6(a6.5(a) until disposition of such claim.

Indemnification of Officers and Directors. (a) All rights to indemnification by the Company existing in favor of those Persons who are directors and officers of the Company as of the date of this Agreement (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the Certificate of Incorporation and bylaws of the Company (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said Indemnified Persons (as set forth on Part 6.6(a6.5(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, shall survive the Merger and shall be observed by the Surviving Corporation (and its Subsidiaries Parent shall cause the Surviving Corporation to observe) to the fullest extent available under Delaware law for a period of six years from the Effective Time, and any claim made requesting indemnification pursuant to such indemnification rights within such six-year period shall continue to be subject to this Section 6.6(a6.5(a) and the indemnification rights provided under this Section 6.6(a6.5(a) until disposition of such claim.

Indemnification of Officers and Directors. (a) All If the Merger is consummated, then from the Effective Time until the sixth anniversary of the date on which the Effective Time occurs, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, fulfill and honor all rights to indemnification by the Company existing in favor of those Persons who are directors and officers of the Company as of the date of this Agreement (the “D&O Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the Certificate of Incorporation Company Charter and the Company’s bylaws of the Company (in each case, as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said such D&O Indemnified Persons (as set forth on Part 6.6(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, shall survive the Merger and shall be observed by the Surviving Corporation and its Subsidiaries to the fullest extent available under Delaware law for a period of six years from the Effective Timeapplicable Law, and any claim made requesting indemnification pursuant to such indemnification rights within such six-year period shall continue to be subject to this Section 6.6(a5.4(a) and the indemnification rights provided under this Section 6.6(a5.4(a) until disposition of such claim.

Indemnification of Officers and Directors. (a) All rights to indemnification by the Company Acquired Corporations existing in favor of those Persons who are directors and officers of the Company any Acquired Corporation as of the date of this Agreement (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the Certificate certificate of Incorporation incorporation and bylaws of the Company Acquired Corporations (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company Acquired Corporations and said Indemnified Persons (as set forth on Part 6.6(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, shall survive the Merger and shall be observed by the Surviving Corporation and its Subsidiaries to the fullest extent available under Delaware law for a period of six years from the Effective Time, and any claim made requesting indemnification pursuant to such indemnification rights within such six-year period shall continue to be subject to this Section 6.6(a) and the indemnification rights provided under this Section 6.6(a) until disposition of such claim.

Indemnification of Officers and Directors. (a) All rights to indemnification by the Company existing in favor of those Persons who are directors and officers of the Company as of the date of this Agreement (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the Certificate of Incorporation and bylaws of the Company (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said Indemnified Persons (as set forth on Part 6.6(a6.5(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, shall survive the Merger and shall be observed by the Surviving Corporation and its Subsidiaries to the fullest extent available under Delaware law for a period of six (6) years from the Effective Time, and any claim made requesting indemnification pursuant to such indemnification rights within such six-year period shall continue to be subject to this Section 6.6(a6.5(a) and the indemnification rights provided under this Section 6.6(a6.5(a) until disposition of such claim.

Indemnification of Officers and Directors. (a) All rights to indemnification by the Company Acquired Corporations existing in favor of those Persons who are directors and officers of the Company any Acquired Corporation (when acting in such capacity) as of the date of this Agreement (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the Certificate certificate of Incorporation incorporation and bylaws of the Company Acquired Corporations (as in effect as of the date of this Agreement, and provided to Purchaser or its Representatives on or prior to the date of this Agreement) and as provided in the indemnification agreements between the Company and said Indemnified Persons Indemnity Agreements (as set forth on Part 6.6(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) in the forms made available by the Company , and provided to Parent Purchaser or Parent’s its Representatives on or prior to the date of this Agreement), shall survive the Merger and shall be observed by the Surviving Corporation and its Subsidiaries to the fullest extent available under Delaware law for a period of six years from the Effective Time, and any claim made requesting indemnification pursuant to such indemnification rights within such six-year period shall continue to be subject to this Section 6.6(a) and the indemnification rights provided under this Section 6.6(a) until disposition of such claim.

Indemnification of Officers and Directors. (a) All rights to indemnification by the Company existing in favor of those Persons who are directors and officers of the Company as of the date of this Agreement (the “D&O Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the Certificate certificate of Incorporation incorporation and bylaws of the Company (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said such D&O Indemnified Persons (as set forth on Part 6.6(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this AgreementAgreement (collectively, the “Indemnification Agreements”), shall survive the Merger and shall be observed by the Surviving Corporation and its Subsidiaries to the fullest extent available and unless otherwise required under Delaware law applicable Law for a period of six (6) years from the Effective Time, and any claim made requesting indemnification pursuant to such indemnification rights within such six-year six (6)-year period shall continue to be subject to this Section 6.6(a5.3(a) and the indemnification rights provided under this Section 6.6(a5.3(a) until disposition of such claim.

Indemnification of Officers and Directors. (a) All rights to indemnification indemnification, advancement of expenses, and exculpation by the Company existing in favor of those Persons who are directors and or officers of the Company as of the date of this Agreement or have been directors or officers of the Company in the past (collectively, the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the Certificate of Incorporation and bylaws Constating Documents of the Company (as in effect as of the date of this Agreement) Agreement and as provided in the indemnification agreements between the Company and said Indemnified Persons (as set forth on Part 6.6(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, ) shall survive the Merger Arrangement and continue in full force and effect and shall not be amended, repealed, or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Persons, and shall be observed and maintained by the Surviving Corporation Company and its Subsidiaries to the fullest extent available under Delaware law the CBCA or other applicable Law for a period of six (6) years from the Effective Time, and any claim made requesting indemnification pursuant to such indemnification rights within such six-year six (6)-year period shall continue to be subject to this Section 6.6(a4.5(a) and the indemnification rights provided under this Section 6.6(a4.5(a) until disposition of such claim.

Indemnification of Officers and Directors. (a) All rights to indemnification by the Company existing in favor of those Persons who are directors and officers of the Company as of the date of this Agreement (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the Certificate of Incorporation and bylaws of the Company (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said Indemnified Persons (as set forth on Part 6.6(a6.5(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, shall survive the Merger and shall be observed by the Surviving Corporation and its Subsidiaries to the fullest extent available under Delaware law for a period of six years from the Effective Time, and any claim made requesting indemnification pursuant to such indemnification rights within such six-year period shall continue to be subject to this Section 6.6(a6.5(a) and the indemnification rights provided under this Section 6.6(a6.5(a) until disposition of such claim.

Indemnification of Officers and Directors. (a) All From the Effective Time until the sixth anniversary of the Effective Time, all rights to indemnification by the Company and its Subsidiaries existing in favor of those Persons who are directors and officers of the Company or any of its Subsidiaries as of the date of this Agreement (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the Certificate certificate of Incorporation incorporation and bylaws of the Company and its Subsidiaries (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and said Indemnified Persons (as set forth on Part 6.6(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) between the Company and its Subsidiaries, on the one hand, and the Indemnified Persons, on the other hand, in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, shall survive the Merger and shall be observed by the Surviving Corporation continue in full force and its Subsidiaries to the fullest extent available under Delaware law for a period of six years from the Effective Time, and effect in accordance with their terms; provided that any claim made requesting indemnification pursuant to such indemnification rights within such six-year period prior to the sixth anniversary of the Effective Time shall continue to be subject to this Section 6.6(a6.5(a) and the indemnification rights provided under this Section 6.6(a6.5(a) until disposition of such claim.