Common use of Indemnification; Exculpation Clause in Contracts

Indemnification; Exculpation. (a) Except to the extent provided in Section 9.6, all rights to indemnification and exculpation (including the advancement of expenses) from liabilities for acts or omissions occurring at or prior to the Closing (including with respect to the Transactions) existing as of the date hereof in favor of the current or former directors, officers and employees of Holdings and/or any of its Subsidiaries, as provided in the certificate of incorporation, the bylaws, other organizational documents, or any indemnification agreements of any of Holdings or any of its Subsidiaries and pursuant to applicable law shall survive the Transactions and shall continue in full force and effect without amendment, modification or repeal in accordance with their terms for a period of not less than six (6) years after the Closing; provided, however, that if any claims are asserted or made within such period, all rights to indemnification (and to advancement of expenses) hereunder in respect of any such claims shall continue, without diminution, until disposition of any and all such claims.

Indemnification; Exculpation. (a) Except to the extent provided in Section 9.6, all 5.7.1 All rights to indemnification and exculpation (including the advancement of expenses) from liabilities for acts or omissions occurring at or prior to the Closing (including with respect to the TransactionsTransaction) existing as of the date hereof in favor of the current or former directors, managers, officers and employees of Holdings and/or any of its Subsidiariesthe Acquired Companies (collectively, the “Covered Persons”), as provided in the certificate of incorporationformation, the bylawsoperating agreement, other similar organizational documentsor governing documents that have been made available to Buyer prior to the date of this Agreement, or any indemnification or employment agreements of any Acquired Company that have been made available to Buyer prior to the date of Holdings or any of its Subsidiaries this Agreement and pursuant to applicable law Law shall survive the Transactions Transaction and shall continue in full force and effect without amendment, modification or repeal (other than as required by applicable Law) in accordance with their terms for a period of not less than six (6) years [***] after the Closing; provided, however, that if any claims are asserted or made within such period, all rights to indemnification (and to advancement of expenses) hereunder in respect of any such claims shall continue, without diminution, until disposition of any and all such claims.

Indemnification; Exculpation. (a) Except to the extent provided in Section 9.6, all All rights to indemnification and exculpation (including the advancement of expenses) from liabilities for acts or omissions occurring at or prior to the Closing Effective Time (including with respect to the Transactionstransactions contemplated by this Agreement) existing as of the date hereof in favor of the current or former directors, officers and employees of Holdings and/or any of its Subsidiariesthe Company, as provided in the certificate Company's or Subsidiary's Certificate of incorporation, the bylaws, other organizational documents, or Incorporation and/or its By-laws and/or any indemnification agreements of any of Holdings or any of its Subsidiaries and pursuant to applicable law shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Transactions Merger and shall continue in full force and effect without amendment, modification or repeal in accordance with their terms for a period of not less than six (6) 5 years after the ClosingEffective Time; providedPROVIDED, howeverHOWEVER, that if any claims are asserted or made within such period, all rights to indemnification (and to advancement of expenses) hereunder in respect of any such claims shall continue, without diminution, until disposition of any and all such claims.

Indemnification; Exculpation. (a) Except to the extent provided in Section 9.6, all All rights to indemnification and exculpation (including the advancement of expenses) from liabilities for acts or omissions occurring at or prior to the Closing Effective Time (including with respect to the Transactionstransactions contemplated by this Agreement) existing as of the date hereof in favor of the current or former directors, officers and employees of Holdings and/or any of its Subsidiariesthe Company, as provided in the certificate Company's or Subsidiary's Certificate of incorporation, the bylaws, other organizational documents, or Incorporation and/or its By-laws and/or any indemnification agreements of any of Holdings or any of its Subsidiaries and pursuant to applicable law shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Transactions Merger and shall continue in full force and effect without amendment, modification or repeal in accordance with their terms for a period of not less than six (6) 5 years after the ClosingEffective Time; provided, however, that if any claims are asserted or made within such period, -------- ------- all rights to indemnification (and to advancement of expenses) hereunder in respect of any such claims shall continue, without diminution, until disposition of any and all such claims.

Indemnification; Exculpation. (a) Except to the extent provided in Section 9.6, all All rights to indemnification and exculpation (including the advancement of expenses) from liabilities for acts or omissions occurring at or prior to the Closing Effective Time (including with respect to the Transactionstransactions contemplated by this Agreement) existing as of the date hereof in favor of the current or former directors, officers and employees of Holdings and/or any of its Subsidiariesthe Corporation, as provided in the certificate Certificate of incorporation, Incorporation and/or the bylaws, other organizational documents, or By-Laws and/or any indemnification agreements of any of Holdings or any of its Subsidiaries and pursuant to applicable law shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Transactions Merger and shall continue in full force and effect without amendment, modification or repeal in accordance with their terms for a period of not less than six (6) 5 years after the ClosingEffective Time; provided, -------- however, that if any claims are asserted or made within such period, all rights ------- to indemnification (and to advancement of expenses) hereunder in respect of any such claims shall continue, without diminution, until disposition of any and all such claims.

Indemnification; Exculpation. (a) Except to the extent provided in Section 9.6, all All rights to indemnification and exculpation (including the advancement of expenses) from liabilities for acts or omissions occurring at or prior to the Closing Effective Time (including with respect to the Transactionstransactions contemplated by this Agreement) existing as of the date hereof in favor of the current or former directors, officers and employees of Holdings and/or any of its Subsidiariesthe Corporation, as provided in the certificate Certificate of incorporation, Incorporation and or the bylaws, other organizational documents, By-Laws and or any indemnification agreements of any of Holdings or any of its Subsidiaries and pursuant to applicable law shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Transactions Merger and shall continue in full force and effect without amendment, modification or repeal in accordance with their terms for a period of not less than six (6) 5 years after the ClosingEffective Time; providedPROVIDED, howeverHOWEVER, that if any claims are asserted or made within such period, all rights to indemnification (and to advancement of expenses) hereunder in respect of any such claims shall continue, without diminution, until disposition of any and all such claims.