Common use of 3Indemnification Clause in Contracts

3Indemnification. (a) Save and except for any Proceeding (as herein defined) brought by (i) Executive’s former employer, including any Affiliate thereof (collectively “ Former Employer”), alleging that Executive’s employment hereunder violates any agreement between Executive and such Former Employer, or (ii) Executive or his estate (other than to enforce Executive’s rights to indemnification), if Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, Executive shall be indemnified and held harmless by the Company to the fullest extent legally permitted or authorized by the Company’s certificate of incorporation or bylaws or resolutions of the board of directors of the Company and by the laws of the State of Delaware against all cost, expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith, and such indemnification shall continue as to Executive even if he has ceased to be a director, member, employee or agent of the Company or other Entity and shall inure to the benefit of Executive’s heirs, executors and administrators. In order to be entitled to the above described indemnification Executive must provide prompt written notice to the Company of such Proceeding and the Company (and its insurers) shall be entitled to defend such Proceeding and to enter into such settlement agreements that the Company and its insurers believe is reasonable and necessary so long as Executive is not required to admit any misconduct or liability, nor required to pay any portion of such settlement. To the extent that the Company fails to provide a defense for all claims raised in any Proceeding after receiving notice thereof, the Company to the fullest extent permitted by applicable law shall advance to Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. Notwithstanding anything in this Section 10.3 to the contrary, unless an earlier payment date is specified above, Executive shall be paid (or paid on Executive’s behalf), in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv), all amounts to which Executive is entitled under this Section 10.3 promptly but no later than the end of the second calendar year following the calendar year in which the indemnifiable expense is incurred. (b) Neither the failure of the Company (including its board of directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding concerning payment of amounts claimed by Executive under Section 10.3(a) that indemnification of Executive is proper because he has met the applicable standard of conduct, nor determination by the Company (including its boards of directors, independent legal counsel or stockholders) that Executive has not met such applicable standard of conduct, shall create a presumption that Executive has not met the applicable standard of conduct. (c) The Company will itself and will cause the Parent Company to, continue and maintain a directors and officers’ liability insurance policy covering Executive to the extent the Company or the Parent Company provides such coverage for other of their directors and other executive officers during the term of Executive’s employment with the Company and thereafter until the expiration of all applicable statutes of limitations. (d) If the Company or the Parent Company enters into an indemnification agreement with any of its directors or executive officers, the Company (or, if the Parent Company, will cause the Parent Company) to the fullest extent permitted by applicable law will enter into an indemnification agreement with Executive on terms and conditions no less favorable than those set forth in any such indemnification agreement.

3Indemnification. (a) Save The Seller shall indemnify, defend and except for any Proceeding (as herein defined) brought by (i) Executive’s former employer, including any Affiliate thereof (collectively “ Former Employer”), alleging that Executive’s employment hereunder violates any agreement between Executive and such Former Employer, or (ii) Executive or his estate (other than to enforce Executive’s rights to indemnification), if Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of hold harmless the fact that he is or was a director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, Executive shall be indemnified and held harmless by the Company to the fullest extent legally permitted or authorized by the Company’s certificate of incorporation or bylaws or resolutions of the board of directors of the Company and by the laws of the State of Delaware against all cost, expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith, and such indemnification shall continue as to Executive even if he has ceased to be a director, member, employee or agent of the Company or other Entity and shall inure to the benefit of Executive’s heirs, executors and administrators. In order to be entitled to the above described indemnification Executive must provide prompt written notice to the Company of such Proceeding and the Company (Buyer and its insurersofficers, representatives, agents, servants, employees, successors and assigns from and against any and all (1) shall be entitled to defend such Proceeding and to enter into such settlement agreements that the Company and its insurers believe is reasonable and necessary so long as Executive is not required to admit any misconduct claims arising, directly or liabilityindirectly, nor required to pay any portion of such settlement. To the extent that the Company fails to provide a defense for all claims raised in any Proceeding after receiving notice thereof, the Company to the fullest extent permitted by applicable law shall advance to Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 days after receipt by the Company Master PPA, including the Acts of a written request for such advance. Such request shall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such Seller or Seller Parties; and (2) liabilities, damages, losses, costs and expenses, including but not limited to, attorneys' and other professionals' fees, arising, directly or indirectly, in connection with claims, acts or the Master PPA. Notwithstanding anything in this Section 10.3 The Seller shall use counsel reasonably acceptable to the contrary, unless an earlier payment date is specified above, Executive shall be paid (or paid on Executive’s behalf), Buyer in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv), all amounts to which Executive is entitled carrying out its obligations under this Section 10.3 promptly but no later than the end section. The Seller’s obligations under this section to indemnify, defend and hold harmless includes claims concerning confidentiality of any part of or all of the second calendar year following Seller’s bid, proposal or any records, any intellectual property rights, other proprietary rights of any person or entity, copyrighted or uncopyrighted compositions, secret processes, patented or unpatented inventions, articles or appliances furnished or used in the calendar year in which the indemnifiable expense is incurredPerformance. (b) Neither The Seller shall not be responsible for indemnifying or holding the failure Buyer harmless from any liability arising due to the negligence of the Company (including its board Buyer or any other person or entity acting under the direct control or supervision of directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding concerning payment of amounts claimed by Executive under Section 10.3(a) that indemnification of Executive is proper because he has met the applicable standard of conduct, nor determination by the Company (including its boards of directors, independent legal counsel or stockholders) that Executive has not met such applicable standard of conduct, shall create a presumption that Executive has not met the applicable standard of conductBuyer. (c) The Company will itself Seller shall reimburse the Buyer for any and will cause the Parent Company to, continue and maintain a directors and officers’ liability insurance policy covering Executive all damages to the extent real or personal property of the Company Buyer caused by the acts of the Seller or any Seller Parties. The Buyer shall give the Parent Company provides Seller reasonable notice of any such coverage for other of their directors and other executive officers during the term of Executive’s employment with the Company and thereafter until the expiration of all applicable statutes of limitationsclaims. (d) If The Seller’s duties under this section shall remain fully in effect and binding in accordance with the Company or the Parent Company enters into an indemnification agreement with any of its directors or executive officers, the Company (or, if the Parent Company, will cause the Parent Company) to the fullest extent permitted by applicable law will enter into an indemnification agreement with Executive on terms and conditions no less favorable than those set forth of the Master PPA, without being lessened or compromised in any such indemnification agreementway, even where the Seller is alleged or is found to have merely contributed in part to the acts giving rise to the claims and/or where the Buyer is alleged or is found to have contributed to the acts giving rise to the claims. (e) This section shall survive the Termination of the Master PPA and shall not be limited by reason of any insurance coverage.

3Indemnification. The TKO Group Parties shall indemnify and hold harmless the DJ Parties and their respective officers, directors, managers, employees, equity holders, Affiliates, agents and representatives, and each of the heirs, executors, successors and assigns of any of the foregoing (each a “DJ Indemnitee”) from (without duplication) any damages, losses, Liabilities, diminution in value, claims of any kind, demands, settlements, judgments, awards, obligations, fines, penalties, costs, interest or expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) suffered or incurred by any of them, caused by, arising out of or relating to, a third party that is not a DJ ▇▇▇▇▇▇▇▇▇▇ (a “Third-Party Claim”), that arise out of, relate to or result from: (a) Save and except for any Proceeding (as herein defined) brought by (i) Executive’s former employer, including any Affiliate thereof (collectively “ Former Employer”), alleging that Executive’s employment hereunder violates any agreement between Executive and such Former Employeractual or alleged breach of, or inaccuracy in, any representation or warranty contained in Article 4 or (iib) Executive or his estate (other than to enforce Executive’s rights to indemnification), if Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative Excluded Liability. Any DJ Indemnitee seeking indemnification shall give the TKO Group Parties prompt written notice of any claim for indemnity (a “ProceedingClaim Notice”); provided, by reason however, that failure to give such prompt notice shall not relieve the TKO Group Parties of the fact that he is or was a directorits obligation to provide indemnification hereunder, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, Executive shall be indemnified and held harmless by the Company to the fullest extent legally permitted or authorized by the Company’s certificate of incorporation or bylaws or resolutions of the board of directors of the Company and by the laws of the State of Delaware against all cost, expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith, and such indemnification shall continue as to Executive even except if he has ceased to be a director, member, employee or agent of the Company or other Entity and shall inure to the benefit of Executive’s heirs, executors and administrators. In order to be entitled to the above described indemnification Executive must provide prompt written notice to the Company of such Proceeding and the Company (and its insurers) shall be entitled to defend such Proceeding and to enter into such settlement agreements that the Company and its insurers believe is reasonable and necessary so long as Executive is not required to admit any misconduct or liability, nor required to pay any portion of such settlement. To the extent that the Company fails TKO Group Parties are actually and materially prejudiced thereby. Once the TKO Group Parties confirm in writing to provide a the DJ ▇▇▇▇▇▇▇▇▇▇ that it is prepared to assume their indemnification obligations hereunder without reservation of any kind, the TKO Group Parties shall have the right to control the defense for all claims raised of the claim, at their own cost and expense with counsel (identity and terms of engagement) reasonably approved by the DJ Indemnitee; provided, however, that the DJ Indemnitee shall have the right to be represented by its own counsel at its own cost and expense in such matters. Notwithstanding the foregoing the TKO Group Parties shall not settle or dispose of any such matter without the prior written consent of the DJ Indemnitee, which consent the DJ Indemnitee may withhold in its sole discretion. If the TKO Group Parties have not assumed their indemnification obligations within ten (10) Business Days of receiving the Claim Notice, then the DJ Indemnitee may defend against such matter and control the defense of such Third-Party Claim at the sole cost and expense of the TKO Group Parties; provided, however, that the DJ Indemnitee shall not settle or dispose of any such matter in any Proceeding manner which would require the TKO Group Parties to make any admission or to take any action without the prior written consent of the TKO Group Parties, which shall not be unreasonably withheld, delayed or conditioned. The Parties shall cooperate in the defense of any Third-Party Claim in respect of which indemnity may be sought hereunder, such cooperating to include furnishing records, information and testimony, attending such conferences and proceedings, in each case, as may be reasonably requested in connection therewith. Neither the TKO Group Parties, nor any of their Affiliates, employees or agents (as applicable) shall have any right of contribution, right of indemnity or other right or remedy against the DJ Parties or any other Person who owns or controls the Assigned Property after receiving notice thereof, the Company to the fullest extent permitted by applicable law shall advance to Executive all reasonable costs and expenses incurred by him Effective Date in connection with a Proceeding within 20 days after receipt any indemnification obligation or any other Liability to which it may become subject under or in connection with this Agreement, it being understood and agreed that the representations, warranties, covenants and agreements of the TKO Group Parties are solely for the benefit of the DJ Parties and the DJ ▇▇▇▇▇▇▇▇▇▇▇. The indemnification obligations of the TKO Group Parties pursuant to this Section 7.3 are in addition to, and not in derogation of, any statutory, equitable, common law, equitable or other remedy of the DJ Parties at law, in equity, or otherwise with respect to Losses resulting from, arising out of, or caused by the Company breach of a written request for such advance. Such request shall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. Notwithstanding anything in this Section 10.3 to the contrary, unless an earlier payment date is specified above, Executive shall be paid (or paid on Executive’s behalf), in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv), all amounts to which Executive is entitled under this Section 10.3 promptly but no later than the end of the second calendar year following the calendar year in which the indemnifiable expense is incurred. (b) Neither the failure of the Company (including its board of directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding concerning payment of amounts claimed by Executive under Section 10.3(a) that indemnification of Executive is proper because he has met the applicable standard of conduct, nor determination Agreement by the Company (including its boards of directors, independent legal counsel or stockholders) that Executive has not met such applicable standard of conduct, shall create a presumption that Executive has not met the applicable standard of conductTKO Group Parties. (c) The Company will itself and will cause the Parent Company to, continue and maintain a directors and officers’ liability insurance policy covering Executive to the extent the Company or the Parent Company provides such coverage for other of their directors and other executive officers during the term of Executive’s employment with the Company and thereafter until the expiration of all applicable statutes of limitations. (d) If the Company or the Parent Company enters into an indemnification agreement with any of its directors or executive officers, the Company (or, if the Parent Company, will cause the Parent Company) to the fullest extent permitted by applicable law will enter into an indemnification agreement with Executive on terms and conditions no less favorable than those set forth in any such indemnification agreement.