Common use of Continuance of Existing Indemnification Rights Clause in Contracts

Continuance of Existing Indemnification Rights. From and after the Closing Date and for a period of six years thereafter and for so long as any claims that have been asserted prior to the end of such six-year period remain outstanding, Buyer shall cause the Company to continue, or if the Company is merged into Buyer or any Affiliate of Buyer or liquidated, Buyer will provide for, the performance of the Company's indemnification obligations to present and former directors and officers of the Company provided for in the Certificate of Incorporation and Bylaws of the Company as in effect on the date of this Agreement, and with respect to indemnification for acts or omissions occurring prior to the Closing Date, provided however, that such obligations shall not apply to any claim or cost (i) in respect of which such former director or officer would not be entitled to indemnity under applicable law, or (ii) arising in connection with facts or circumstances involving any inaccuracy of any representation or breach of any covenant of the Company or Stockholders in this Agreement or in any other Transaction Document.

Continuance of Existing Indemnification Rights. From and after the Closing Exercise Date and for a period of six years thereafter and for so long as any claims that have been asserted prior to the end of such six-year period remain outstanding, Buyer shall cause the Company to continue, or if the Company is merged into Buyer or any Affiliate of Buyer or liquidated, Buyer will provide for, the performance of the Company's indemnification obligations to present and former directors and officers of the Company provided for in the Certificate of Incorporation and Bylaws of the Company as in effect on the date of this Agreement, and with respect to indemnification for acts or omissions occurring prior to the Closing Exercise Date, provided however, that such obligations shall not apply to any claim or cost (i) in respect of which such former director or officer would not be entitled to indemnity under applicable law, or (ii) arising in connection with facts or circumstances involving any inaccuracy of any representation or breach of any covenant of the Company or Stockholders Members in this Agreement or in any other Transaction Document.Agreement