Common use of Background and Purpose Clause in Contracts

Background and Purpose. The Company and its affiliates desire to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as directors and officers of the Company and its affiliates and to indemnify its and its affiliates’ directors and officers so as to provide them with the maximum protection permitted by law. The Company and Indemnitee recognize the substantial increase in corporate litigation in general, subjecting directors and officers to expensive litigation risks at the same time that the availability and coverage of liability insurance has been limited. Accordingly, the Company has determined that it is reasonable, prudent and necessary for the Company, on its own behalf and on behalf of its affiliates, to obligate itself contractually to indemnify its and its affiliates’ directors and certain of its and its affiliates’ officers to the fullest extent permitted by applicable law so that they will serve and continue to serve the Company and its affiliates free from undue concern that they will not be so indemnified. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company and its affiliates on the condition that Indemnitee is so indemnified.