Common use of Agreement to Indemnify Clause in Contracts

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out ofof ) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, Agreement (including the creation of the Trust pursuant to Section 4 hereofTrust). Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, prior to a Change in Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or the Board of Directors has consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, advance (within ten (10) business days of such request, ) any and all Expenses to Indemnitee (an "“Expense Advance"”); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.

Agreement to Indemnify. (a) In the event Indemnitee INDEMNITEE was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company INSIGHT shall indemnify Indemnitee INDEMNITEE to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand request is presented to the CompanyINSIGHT, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee INDEMNITEE as a result of the actual or deemed receipt of any payments under this Agreement. INSIGHT shall select counsel to defend INDEMNITEE (which defense counsel shall be reasonably satisfactory to INDEMNITEE). Any written request for indemnification shall include sufficient documentation or information reasonably available to INDEMNITEE to support INDEMNITEE’s claim for indemnification. The president or secretary or other appropriate officer of INSIGHT shall promptly, including upon receipt of INDEMNITEE’s request for indemnification, advise the creation of the Trust pursuant to Section 4 hereofBoard in writing that INDEMNITEE has made such request. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 52.03, Indemnitee INDEMNITEE shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee INDEMNITEE against the Company INSIGHT or any director director, officer or officer key employee of the Company INSIGHT, unless the Company INSIGHT has joined in or consented to the initiation of such Proceeding. If so requested by IndemniteeINDEMNITEE, the Company INSIGHT shall advance, advance (within ten (10) business days of such request, ) any and all Expenses to Indemnitee INDEMNITEE (an "“Expense Advance"”); provided, however, that such Expenses shall be advanced only upon delivery to the Company INSIGHT of an undertaking by or on behalf of the Indemnitee INDEMNITEE to repay such amount if it is ultimately determined that Indemnitee INDEMNITEE is not entitled to be indemnified by INSIGHT. Further, no indemnification shall be made for the Company; provided further, that accounting of profits made from the Company shall make such advances only to purchase or sale by INDEMNITEE of any securities of INSIGHT or the extent permitted by Parent within the meaning of Section 16(b) of the Exchange Act or similar provision of any state statutory or common law.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "“Expense Advance"”); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, . Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or Xxx Xxxxxxx Indemnification any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Xxxxx Xxxx - Indemnification Agreement_v2 Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, . Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or Xxxxx Xxxxxxxxx Indemnification any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or Xxxx Xxxx Indemnification any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, Agreement (including the creation of the Trust pursuant to Section 4 hereof). Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, advance (within ten (10) business days of such request, ) any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.

Agreement to Indemnify. (a) In Subject to SECTION 2(C), in the event Indemnitee was, is is, or becomes a party to to, or witness or other participant in, or is threatened to be made a party to to, or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall will indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties penalties, and amounts paid in settlement (including all interest, assessments assessments, and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties penalties, or amounts paid in settlement) of such Proceeding and any federal, state, local local, or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement. Without limiting the foregoing, including subject to SECTION 2(C), the creation of Company will indemnify and hold harmless Indemnitee to the Trust pursuant to Section 4 hereoffullest extent authorized or permitted under the Nevada Corporation Law in effect at any time. Notwithstanding anything in this Agreement to the contrary contrary, and except as provided in Section SECTION 5, prior to a Change in Control Indemnitee shall will not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, will advance (within ten (10) business days of such request, ) any and all Expenses to Indemnitee (an as "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable practicable, but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid actually and reasonably incurred by him or payable her in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, Agreement (including the creation of the Trust pursuant Trust) if he or she acted in good faith and in a manner which he or she reasonably believed to Section 4 hereofbe in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; provided, however, that the Company shall not indemnify Indemnitee for any Expenses incurred in a Proceeding instituted by an appropriate bank regulatory agency if that Proceeding results in a final order assessing civil monetary penalties or requiring affirmative action by Indemnitee in the form of payments to the Company. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, advance (within ten (10) business days of such request, ) any and all Expenses to Indemnitee (an "“Expense Advance"”); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.

Agreement to Indemnify. Subject to the terms and conditions of, and in accordance with the procedures set forth in, this Agreement, the Company shall hold Indemnitee harmless and indemnify Indemnitee (aand Indemnitee’s spouse as provided below), to the fullest extent permitted by the provisions of the DGCL and other applicable law, from and against all Expenses and Liabilities, including, without limitation, Expenses and Liabilities arising from any Proceeding brought by or in the right of the Company or its stockholders. The Company and Indemnitee intend that this Agreement provide for indemnification in excess of that expressly required or permitted by statute, including, without limitation, any indemnification provided by the Company’s Certificate of Incorporation or Bylaws, by vote of its stockholders or directors, or by applicable law. If, after the date hereof, the DGCL or any other applicable law is amended to permit or authorize indemnification of, or advancement of defense expenses to, Indemnitee to a greater extent than is permitted on the date hereof, references in this Agreement to the DGCL or any other applicable law shall be deemed to refer to the DGCL or such applicable law as so amended. If (i) In the event Indemnitee was, is or becomes a party to was affiliated with one or witness or other participant inmore venture capital funds that has invested in the Company (an “Appointing Stockholder”), (ii) the Appointing Stockholder is, or is threatened to be made made, a party to or witness or other a participant inin any proceeding, a Proceeding by reason of and (or arising iii) the Appointing Stockholder’s involvement in part out of) an Indemnifiable Event, the proceeding is related to Indemnitee’s service to the Company shall indemnify Indemnitee to as an officer of the fullest extent permitted by law, as soon as practicable but in Company or any event no later than thirty (30) days after written demand is presented to direct or indirect subsidiaries of the Company, against then, to the extent resulting from any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed claim based on the Indemnitee Indemnitee’s service to the Company as a result an officer or other fiduciary of the actual or deemed receipt of any payments under this AgreementCompany, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not Appointing Stockholder will be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented hereunder for Expenses to the initiation of such Proceeding. If so requested by same extent as Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.

Agreement to Indemnify. (a) In From and after the event Indemnitee wasClosing, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company Seller shall indemnify Indemnitee and hold harmless Buyer and its Affiliates (including the Group Companies), and each of their respective officers, directors, employees, members, stockholders, partners, agents and representatives (each hereinafter referred to the fullest extent permitted by law, individually as soon an “Buyer Indemnified Person” and collectively as practicable but in any event no later than thirty (30“Buyer Indemnified Persons”) days after written demand is presented to the Company, from and against any and all Expensesdamages, judgments, finessettlements, penalties losses, liabilities, fees, reductions in value, costs, taxes, payments, penalties, interest, fines and amounts paid in settlement expenses (including all interestcosts of investigation, assessments defense and settlement, reasonable attorneys’ fees and other charges paid professionals’ and experts’ fees, and court, arbitrator or payable mediator costs (including such fees and costs incurred in connection with enforcing the provisions of this Article 12)) (hereinafter collectively referred to as “Damages”) based upon, relating to, arising out of or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and resulting from any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual following (the “Buyer Indemnifiable Matters”): (i) any breach or deemed receipt inaccuracy of any payments under representation or warranty made by Seller in this Agreement, including the creation Seller Disclosure Letter or the Seller Closing Certificates (in each case, except with respect to Section 3.11(a), without giving effect to any qualifications relating to materiality, material adverse effect or Material Adverse Effect for the purposes of determining the amount of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to Damages that are the contrary and except as provided in Section 5subject matter of a claim for indemnification thereunder, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that the operation of this parenthetical shall not alter the meaning of the defined terms such Expenses shall be advanced only upon delivery as “Company Material Contract” to “Company Contract” or “Material Adverse Effect” to “Effect” for such purposes); (ii) any breach of or default in connection with any of the covenants or agreements made by Seller in this Agreement; (iii) Excluded Taxes; (iv) any Change in Control Payments or Tax Liabilities in respect of the Change in Control Agreements, to the extent unpaid as of the Closing, (v) any Liabilities relating to or arising out of any “excess parachute payments” within the meaning of Section 280G of the Code, (vi) any matter set forth on Schedule 3.7 of the Company Disclosure Letter or that is or would be an exception to the representations and warranties made in Section 3.7 (Litigation) as of an undertaking the Agreement Date or the Closing Date; (vii) Unpaid Transaction Expenses, (viii) any error or inaccuracy in the Company Closing Financial Certificate; and (ix) any fraud, intentional misrepresentation or Willful Breach by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawSeller.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within Xxxx Xxxxx Indemnification ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or Xxxxx Xxxxx Indemnification any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.

Agreement to Indemnify. (ai) In the event Indemnitee wasRSVP and RAP, is or becomes a party to or witness or other participant injointly and severally (each, or is threatened to be made a party to or witness or other participant inan "Indemnifying Party" and, a Proceeding by reason of (or arising in part out of) an Indemnifiable Eventcollectively, the Company shall "Indemnifying Parties"), agree to indemnify Indemnitee to the fullest extent permitted by lawand hold harmless Asset Manager and its affiliates, as soon as practicable but in any event no later than thirty successors and assigns, and all of their respective officers, directors, partners, shareholders, employees (30) days after written demand is presented to the Companyincluding "contract" employees), members, partners and managers ("Asset Manager Indemnitees"), against any and all ExpensesDamages (as defined in the Amended LLC Agreement) suffered or incurred by any of them resulting from, judgmentsarising out of, finesbased on or relating to (i) any breach of any representation or warranty made by the Companies in this Agreement; or (ii) any failure to perform any covenant, penalties and amounts paid in settlement (including all interest, assessments and other charges paid agreement or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed undertaking on the Indemnitee as a result part of the actual Companies contained in this Agreement; or deemed receipt (iii) any third party claims asserted against any Asset Manager Indemnitee which result from or are based upon Asset Manager's performance (or lack of performance) under this Agreement during the term of this Agreement, unless in the case of clauses (ii) (solely to the extent directly caused by Asset Manager) and (iii) related claims, the Damages are caused directly by an act or omission of Asset Manager constituting gross negligence, fraud or intentional misconduct of Asset Manager, in which event neither Asset Manager nor any payments other Asset Manager Indemnitee will be indemnified for such Damages under this Agreement, including the creation . The right of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement Section 8(o) in connection with any Proceeding initiated by Indemnitee against a third-party action shall include the Company right to be paid, in advance or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) 15 business days of presentation of reasonable supporting documentation, to the Companies for the reasonable expenses incurred by an Asset Manager Indemnitee who was, is, or is threatened in writing to be made a named defendant or respondent in any third-party action, suit, arbitration, administrative hearing or other proceeding provided that such request, any and all Expenses Asset Manager Indemnitee shall have given a written undertaking to Indemnitee (an "Expense Advance"); provided, howeverreimburse the Companies in the event it is subsequently determined by a court of competent jurisdiction from which no further appeal may be taken or as to which the time for appeal has lapsed, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by he, she or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by lawindemnification.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable practicable, but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, Agreement (including the creation of the Trust pursuant to Section 4 hereofTrust). Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, prior to a Change in Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, advance (within ten (10) business days of such request, ) any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable practicable, but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, Agreement (including the creation of the Trust pursuant to Section 4 hereof(as defined below)). Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, prior to a Change in Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, advance (within ten (10) business days of such request, ) any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.

Agreement to Indemnify. Subject to the terms and conditions of, and in accordance with the procedures set forth in, this Agreement, the Company shall hold Indemnitee harmless and indemnify Indemnitee (aand Indemnitee’s spouse as provided below), to the fullest extent permitted by the provisions of the DGCL and other applicable law, from and against all Expenses and Liabilities, including, without limitation, Expenses and Liabilities arising from any Proceeding brought by or in the right of the Company or its stockholders. The Company and Indemnitee intend that this Agreement provide for indemnification in excess of that expressly required or permitted by statute, including, without limitation, any indemnification provided by the Company’s Certificate of Incorporation or Bylaws, by vote of its stockholders or directors, or by applicable law. If, after the date hereof, the DGCL or any other applicable law is amended to permit or authorize indemnification of, or advancement of defense expenses to, Indemnitee to a greater extent than is permitted on the date hereof, references in this Agreement to the DGCL or any other applicable law shall be deemed to refer to the DGCL or such applicable law as so amended. If (i) In the event Indemnitee was, is or becomes a party to was affiliated with one or witness or other participant inmore venture capital funds that has invested in the Company (an “Appointing Stockholder”), (ii) the Appointing Stockholder is, or is threatened to be made made, a party to or witness or other a participant inin any proceeding, a Proceeding by reason of and (or arising iii) the Appointing Stockholder’s involvement in part out of) an Indemnifiable Event, the proceeding is related to Indemnitee’s service to the Company shall indemnify Indemnitee to as a director of the fullest extent permitted by law, as soon as practicable but in Company or any event no later than thirty (30) days after written demand is presented to direct or indirect subsidiaries of the Company, against then, to the extent resulting from any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed claim based on the Indemnitee Indemnitee’s service to the Company as a result director or other fiduciary of the actual or deemed receipt of any payments under this AgreementCompany, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not Appointing Stockholder will be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented hereunder for Expenses to the initiation of such Proceeding. If so requested by same extent as Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.

Agreement to Indemnify. Subject to Section 3 hereof, the Corporation shall indemnify the Indemnitee to the full extent permitted by law against expenses (aincluding attorneys' and other professionals' fees and other out-of- pocket expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature ("Proceeding") In in which the event Indemnitee was, was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding in which the Indemnitee testifies by reason of (i) the fact that the Indemnitee is or arising was a director, officer, employee or agent at any time after the Commencement Time of the Corporation or is or was at any time after the Commencement Time serving at the request of the Corporation as a director, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and (ii) any acts or omissions by the Indemnitee in part out ofsuch capacity that occurred after the Commencement Time, so long as the Indemnitee acted or omitted to act in good faith and in a manner that the Indemnitee (x) an Indemnifiable Event, the Company shall indemnify Indemnitee reasonably believed to be in or not opposed to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result best interests of the actual Corporation and (y) with respect to any criminal action or deemed receipt of any payments under this Agreementproceeding, including the creation of the Trust pursuant had reasonable cause to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5believe was lawful; PROVIDED, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, howeverHOWEVER, that such Expenses shall be advanced only upon delivery to the Company if a court of an undertaking by or on behalf competent jurisdiction, after exhaustion of all appeals therefrom, adjudges the Indemnitee to repay be liable to the Corporation for any amount or if the Indemnitee pays an amount in settlement to the Corporation, the Corporation may indemnify the Indemnitee for such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by only with the Company; provided further, that the Company shall make approval of such advances only to the extent permitted by lawcourt.

Agreement to Indemnify. (a) In Subject to the event Indemnitee waslimitations provided herein, is or becomes a party to or witness or other participant inBuyer, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of RBC and their Affiliates (or arising in part out of) an Indemnifiable Eventcollectively, the Company "Buyer Indemnitees") shall indemnify Indemnitee each be indemnified and held harmless to the fullest extent permitted set forth in this Article IX by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or Seller in respect of such Expenses, judgments, fines, penalties or amounts paid in settlementany Damages reasonably and proximately incurred by any Buyer Indemnitee (i) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual any inaccuracy or deemed receipt misrepresentation in or breach of or failure to perform any payments under this Agreementrepresentation, including the creation warranty, covenant, agreement or obligation of the Trust pursuant to Section 4 hereof. Notwithstanding anything Seller in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement or (ii) in connection with any Proceeding initiated by Indemnitee against the Company Excluded Liability, provided that in connection with any Environmental Liability, Buyer Indemnitees shall include any party acquiring title directly from Buyer of some or any director or officer all of that portion of the Company unless Owned Real Property consisting of unimproved land located on the Company has joined Xxxxxx Road side of the existing factory facility. Notwithstanding the foregoing, Seller shall not be liable as an Indemnifying Party until all claims by the Buyer Indemnitees for indemnification exceed $100,000 in or consented the aggregate, and thereafter Seller shall be liable, subject to the initiation of such Proceeding. If so requested by Indemniteeother limitations provided for elsewhere in this Agreement, for all indemnification claims arising after the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")Closing Date; provided, however, that such Expenses Seller shall be advanced only upon delivery liable, subject to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified other limitations provided for elsewhere in this Agreement, for all claims by the Company; provided furtherBuyer Indemnitees, regardless of amount, arising out of (i) the fraud or willful misconduct of Seller or (ii) any Lien that does not constitute a Permitted Lien. The aggregate liability of Seller collectively under this Section 9.01(a) of this Agreement shall not exceed $3,000,000, provided, however, that there shall be no limit on the Company shall make such advances only to the extent permitted aggregate liability of Seller for Damages incurred by lawBuyer in connection with: (1) Seller's fraud or willful misconduct; or (2) any Environmental Liability.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, law as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid or incurred in connection with settlement (including all interest, interest assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding Claim and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, Agreement (including the creation of the Trust pursuant trust referred to in Section 4 hereof). If so requested by Indemnitee, the Company shall pay in advance of the final disposition of any Claim any and all Expenses incurred or paid by Indemnitee (an "Expense Advance"). An Expense Advance shall be made by the Company within five business days of any such request by Indemnitee, Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5Sections 5 and 15(c), prior to a Change in Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding Claim initiated by Indemnitee against the Company or any director or officer of the Company unless such proceeding (or part thereof) was authorized by the Company has joined in or consented to the initiation Board of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf Directors of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.

Agreement to Indemnify. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, Agreement (including the creation of the Trust pursuant to Section 4 hereofTrust). Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, prior to a Change in Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, advance (within ten (10) business days of such request, ) any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.

Agreement to Indemnify. Subject to Section 3 hereof, the Corporation shall indemnify the Indemnitee to the full extent permitted by law against expenses (aincluding attorneys’ and other professionals’ fees and other out- of-pocket expenses), judgments, appeal bonds, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature (“Proceeding”) In in which the event Indemnitee was, was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding in which the Indemnitee testifies by reason of (i) the fact that the Indemnitee is or arising was a director, officer, employee or agent at any time or is or was at any time serving at the request of the Corporation as a director, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and (ii) any acts or omissions by the Indemnitee in part out ofsuch capacity, so long as the Indemnitee acted or omitted to act in good faith and in a manner that the Indemnitee (x) an Indemnifiable Event, the Company shall indemnify Indemnitee reasonably believed to be in or not opposed to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result best interests of the actual Corporation and (y) with respect to any criminal action or deemed receipt of any payments under this Agreementproceeding, including the creation of the Trust pursuant had reasonable cause to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance")believe was lawful; provided, however, that such Expenses shall be advanced only upon delivery to the Company if a court of an undertaking by or on behalf competent jurisdiction, after exhaustion of all appeals there from, adjudges the Indemnitee to repay be liable to the Corporation for any amount or if the Indemnitee pays an amount in settlement to the Corporation, the Corporation may indemnify the Indemnitee for such amount if it is ultimately determined that only with the approval of such court. The expenses indemnified hereunder shall include any out of pocket expenses incurred by Indemnitee is not entitled in connection with any action, suit or proceeding to be indemnified by enforce the Company; provided further, that the Company shall make such advances only to the extent permitted by lawright of indemnification under this Agreement.

Agreement to Indemnify. (a) In 7.2.1 Subject to the event Indemnitee wasterms, is or becomes a party to or witness or other participant inconditions and limitations of this Article 7, or is threatened the Parent Indemnified Parties shall be entitled to be made indemnified, from and after the Effective Time, solely from the Escrow Fund (except as set forth in Section 7.3.5), against, and shall be compensated, reimbursed and paid for, any Damages which are suffered or incurred by a party to Parent Indemnified Party from any of the following: (i) any breach of any representation or witness or other participant in, a Proceeding by reason warranty of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee in Article 3 hereof, in the Company Compliance Certificate or in the Closing Certificate (without giving effect, solely for the purposes of computing the amount of any Damages, to the fullest extent permitted by lawany materiality qualification contained or incorporated in such representation or warranty), as soon as practicable but in (ii) any event no later than thirty (30) days after written demand is presented to breach of any covenant or agreement of the Company, against prior to the Effective Time, in this Agreement, (iii) the amount of any Transaction Costs not deducted from the Total Merger Consideration, (iv) any assertion or recovery by any holder of Company Capital Stock of the fair value, interest and all Expensesexpenses or other amounts pursuant to dissenters’ rights exercised or purportedly exercised pursuant to California Law (it being understood that any such Damages will not include the pro rata share of the Total Merger Consideration such asserting or recovering stockholder would have received pursuant to this Agreement), judgments(v) the amount of any Company Debt on the Closing Date in excess of the amount of Company Debt on the date of this Agreement, finesto the extent such amount is not deducted from the Total Merger Consideration and is determined by Parent within 60 days of the Effective Time, (vi) any Liability, including any penalties and amounts paid in settlement (including all interestremediation costs and expenses, assessments and other charges paid related to, arising out of or payable incurred in connection with the Company’s failure to ensure that the Company Options and Company Common Stock set forth on Annex 3.13.8 to the Company Disclosure Schedule at all times satisfied all applicable requirements of Section 409A of the Code and related guidance, (vii) the loss of a tax deduction (such loss computed as the total amount of Compensatory Arrangements that constitute “parachute payments” under Section 280G of the Code, multiplied by Parent’s combined federal and state income tax rate) with respect to compensation payable to or in respect for the benefit of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee Xxxxx Xxxxxxxx as a result of the actual application of Section 280G of the Code and related guidance in connection with the transactions contemplated by this Agreement and (viii) any Actions, demands or deemed receipt assessments incidental to any of the matters set forth in clauses (i) through (vii) above (including any payments proceeding commenced by any Parent Indemnified Party for the purpose of enforcing its rights under this Article 7). For purposes of this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemnitee, the Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.term “

Agreement to Indemnify. The Corporation hereby agrees to ---------------------- indemnify, keep indemnified and hold harmless, Indemnitee (awhich shall include any legal representatives of such person) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted authorized by lawthe Delaware Law, including, without limitation, Section 145(f) thereof, and other applicable law as soon as practicable but in any event no later than thirty (30) days after written demand is presented effect from time to the Companytime, from and against any expenses (including expenses of investigation and all Expensespreparation and reasonable fees and disbursements of counsel, accountants and other experts), judgments, fines, penalties liability, losses and amounts paid in settlement (including all interestsettlement, assessments actually and other charges paid or payable reasonably incurred by Indemnitee in connection with any threatened, pending or in respect completed action, suit, claim or proceeding (hereinafter, a "proceeding"), whether civil, criminal, administrative or investigative, by reason of the fact that Indemnitee is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, and whether or not the cause of such Expenses, judgments, fines, penalties proceeding occurred before or amounts paid in settlement) after the date of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including the creation of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and foregoing, but except as provided in Section 58 hereof, the Corporation shall indemnify the Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding a proceeding (or part thereof) initiated by the Indemnitee against only if such proceeding (or part thereof) was authorized by the Company or any director or officer Board of Directors of the Company unless the Company has joined in or consented to the initiation Corporation. For purposes of such Proceeding. If so requested by Indemniteethis Agreement, the Company shall advance, within ten (10) business days of such request, any terms "corporation," "other enterprise," "fines" and all Expenses to Indemnitee (an "Expense Advance"); provided, however, that such Expenses shall be advanced only upon delivery to serving at the Company of an undertaking by or on behalf request of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by Corporation" shall have the Company; meanings provided further, that in Section 145 of the Company shall make such advances only to the extent permitted by lawDelaware Law.

Agreement to Indemnify. Each Effective Time Holder shall severally (abased on each such holder’s Pro Rata Share), and not jointly, indemnify and hold harmless Parent and its Subsidiaries, their respective officers, directors, employees, agents and representatives (each hereinafter referred to individually as an “Parent Indemnified Person” and collectively as “Parent Indemnified Persons”) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, from and against any and all Expensesdamages, judgmentslosses, finescosts, penalties and amounts paid in settlement expenses (including all interestreasonable attorneys’ fees, assessments other professionals’ and other charges experts’ fees, costs of investigation and court costs (including such fees and costs incurred in connection with enforcing the provisions of this Article 11)) (hereinafter collectively referred to as “Damages”), arising out of or resulting from the following (the “Indemnifiable Matters”): (a) any failure of any representation or warranty made by the Company in this Agreement, the Company Disclosure Letter or the Company Closing Certificates to be true and correct as of the date of this Agreement (in the case of any such representation or warranty contained in this Agreement or the Company Disclosure Letter only) and as of the Closing Date (as though such representation or warranty were made as of the Closing Date, except in the case of representations and warranties which by their terms speak only as of a specific date or dates, in which case such representations and warranties shall be true and correct on and as of such specified date or dates); (b) any breach of or default in connection with any of the covenants or agreements made by the Company in this Agreement to be performed prior to the Closing; (c) any Dissenting Shares Excess Payments; (d) any Fraud by the Company under this Agreement; (e) any Company Merger Expenses or Company Closing Debt, in each case, to the extent not paid at the Closing or otherwise accounted for pursuant to Section 2.4; (f) any benefit payable by the Company or the Surviving Corporation as a result of, in connection with or arising under this Agreement that constitutes a “parachute payment” (as defined in respect of such Expenses, judgments, fines, penalties or amounts paid in settlementSection 280G(b)(2) of such Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result Code) that is subject to the imposition of an excise tax under Section 4999 of the actual Code or deemed receipt that would not be deductible by reason of Section 280G of the Code; or (g) any payments under this AgreementTaxes of the Company for any Tax period ending on or before the Closing Date, including the creation allocable portion of the Trust pursuant to Section 4 hereof. Notwithstanding anything in this Agreement to the contrary and except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer Tax period of the Company unless the Company has joined in or consented to the initiation of such Proceeding. If so requested by Indemniteethat contains, but does not end on, the Closing Date (and not otherwise accounted for in the calculation of Company shall advance, within ten (10) business days of such request, any and all Expenses to Indemnitee (an "Expense Advance"Net Working Capital); provided, however, that such Expenses shall be advanced only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company; provided further, that the Company shall make such advances only to the extent permitted by law.