Common use of Director and Officer Liability; Indemnification Clause in Contracts

Director and Officer Liability; Indemnification. (a) From and after the Closing, Pxxxxxxxx agrees that it shall indemnify and hold harmless each present and former director and officer of (x) each Company Entity (the “Company Indemnified Parties”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

Director and Officer Liability; Indemnification. (a) From and after Without limiting any additional rights that any Person may have under any Company Benefit Plan, from the ClosingClosing through the sixth anniversary of the Closing Date, Pxxxxxxxx agrees that it the Company shall indemnify and hold harmless each present (as of immediately prior to the Closing) and former director officer, director, manager, general partner, agent, employee or fiduciary of the Company and officer of (x) each Company Entity its Subsidiaries (the “Company Indemnified PartiesIndividuals”) from and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Partiesagainst all claims, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees)losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements, incurred in connection with any Action, whether civil, criminal, administrative or investigative, (i) by reason of the fact that the Indemnified Individual is or was an officer, director, manager, general partner, agent, employee or fiduciary of the Company or its Subsidiaries and (ii) arising out of or pertaining to matters existing or occurring at or prior to the ClosingClosing (including this Agreement and the other transactions and actions contemplated hereby and the enforcement of any such Indemnified Individual’s rights under this Section 8.08 or otherwise), whether asserted or claimed prior to, at or after the Closing, to the fullest extent that permitted by applicable Law. In the event of any such Action, (x) each Indemnified Individual will be entitled to advancement of expenses incurred in the defense of any Action from the Company Entities within ten Business Days of receipt by the Company from such Indemnified Individual of a request therefor, (y) the Company shall not settle, compromise or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred consent to the fullest extent permitted under applicable Law). Without limiting entry of any judgment in any Action or threatened Action (and in which indemnification could be sought by such Indemnified Individual hereunder) without the foregoingconsent of such Indemnified Individual unless such settlement, Purchaser shall, compromise or consent includes an unconditional release of such Indemnified Individual from all liability arising out of such Action and shall cause its Subsidiaries to (iz) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than shall cooperate in the provisions defense of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify any such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Lawmatter.

Director and Officer Liability; Indemnification. (a) From and For a period of six (6) years after the Closing, Pxxxxxxxx agrees that it (i) Parent shall not, and shall not permit the Surviving Corporation and Acquired Companies to, amend, repeal or modify any provision in the Acquired Companies’ articles of incorporation, bylaws, or other similar organizational documents (with retroactive effect) relating to the exculpation, indemnification or advancement of expenses of any present or former officers, managers and directors (each, a “D&O Indemnified Person”) (unless and to the extent required by Law) and (ii) Parent shall, and shall cause the Surviving Corporation and Acquired Companies (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law, (A) indemnify and hold harmless each present and former director and officer of the D&O Indemnified Persons against all D&O Expenses (x) each Company Entity (the “Company Indemnified Parties”as defined below) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, lossesall Losses, claims, damages damages, judgments and amounts paid in settlement (“D&O Costs”) in respect of any threatened, pending or liabilities completed Legal Proceeding, whether criminal, civil, administrative or investigative, based on, arising out of or relating to the fact that such Person is or was a director or officer of the Acquired Companies or arising out of acts or omissions occurring on or prior to the Closing (a “D&O Indemnifiable Claim”), including in accordance with the D&O Indemnification Agreements identified on Section 3.13(a)(xiv) of the Company Disclosure Schedule, if any, and (B) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out D&O Indemnifiable Claim promptly after receipt of statements therefor. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or pertaining to matters existing or occurring at or prior to the Closingall judgments, whether asserted or claimed prior toOrders, at or after the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement decrees or other organizational documents rulings in effect on the date of this Agreement to indemnify connection with such D&O Indemnified Parties (including Indemnifiable Claim are fully and finally satisfied. For the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date purposes of this Agreement, “D&O Expenses” shall include reasonable attorneys’ fees and all other reasonable, documented costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (ii) not amendincluding on appeal), repeal or otherwise modify such provisions preparing to defend, to be a witness in or participate in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by LawD&O Indemnifiable Claim.

Director and Officer Liability; Indemnification. (a) From and after the Closing, Pxxxxxxxx Purchaser agrees that it shall indemnify and hold harmless each present and former director and officer of the (x) each Target Company Entity (the “Company Indemnified Parties”) and (y) Purchaser and each of its Subsidiaries (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any ActionProceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities Target Company, Purchaser or Purchasertheir respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company EntitiesTarget Companies’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company EntitiesTarget Companies, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

Director and Officer Liability; Indemnification. (a) From and For a period of six (6) years after the Closing, Pxxxxxxxx agrees that it (i) Purchaser shall indemnify not, and hold harmless each shall not permit the Company to, amend, repeal or modify any provision in the Company’s articles of incorporation, bylaws, or other similar organizational documents relating to the exculpation, indemnification or advancement of expenses of any present or former officers, managers and/or directors (each, a “D&O Indemnified Person”) (unless and former director and officer of (x) each Company Entity (to the “Company Indemnified Parties”extent required by Law) and (yii) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries the Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by the Company’s organizational documents, (iA) maintain provisions indemnify and hold harmless the D&O Indemnified Persons against all D&O Expenses (as defined below) and all Losses, claims, damages, judgments and amounts paid in its Organizational Documents concerning the indemnification and exoneration settlement (including provisions “D&O Costs”) in respect of any threatened, pending or completed claim, action or other Legal Proceeding, based on or arising out of or relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents fact that are no less favorable to those Persons than the provisions of the Organizational Documents such Person is or was a director or officer of the Company Entitiesor arising out of acts or omissions occurring on or prior to the Closing (a “D&O Indemnifiable Claim”) and (B) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim promptly after receipt of statements therefor. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, Purchaser Orders, decrees or their respective Subsidiaries, as applicable, other rulings in each case, as of connection with such D&O Indemnifiable Claim are fully and finally satisfied. For the date purposes of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.“

Director and Officer Liability; Indemnification. (a) From Buyer, Merger Subsidiary and the Company agree that all rights to indemnification and all limitations on liability existing in favor of any Indemnified Party (as defined below) as provided in the Company's Certificate of Incorporation, Bylaws or an agreement between an Indemnified Party and the Company and any of its Subsidiaries as in effect as of the date hereof shall survive the Merger and continue in full force and effect for six years after the ClosingEffective Time and for such period, Pxxxxxxxx agrees that it Buyer shall, and shall indemnify and hold harmless each present and former director and officer of (x) each Company Entity (cause the “Company Indemnified Parties”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred Surviving Corporation to the fullest extent permitted under applicable Law). Without limiting by law to, indemnify and hold harmless the foregoing, Purchaser shall, and shall cause its Subsidiaries individuals who on or prior to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents Effective Time were officers or directors of the Company Entitiesand any of its Subsidiaries (each, Purchaser an "Indemnified Party") against all losses, expenses (including, without limitation, attorneys' fees and the cost of any investigation or their respective Subsidiariespreparation incurred in connection thereof), as applicableclaims, damages, liabilities, judgments, or amounts paid in each casesettlement (collectively, as "Costs") in respect to any threatened, pending or contemplated claim, action, suit or proceeding, whether criminal, civil, administrative or investigative arising out of acts or omissions occurring on or prior to the date Effective Time except for any Costs arising out of this Agreement, or related to any Xxxxxxxxx Claims and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required otherwise provided in subsection (e) below (each, an "Indemnifiable Claim"). In the event any Indemnifiable Claim is asserted or made within such six-year period, all rights to indemnification and advancement of costs in respect of any such Indemnifiable Claim shall continue until such Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such Indemnifiable Claim are fully satisfied. To the extent permitted by Lawthe DGCL, advancement of expenses pursuant to this Section 6.6 shall be mandatory rather than permissive and the Surviving Corporation shall advance all Costs in connection with such indemnification.

Director and Officer Liability; Indemnification. (a) From and after the Closing, Pxxxxxxxx Xxxxxxxxx agrees that it shall indemnify and hold harmless each present and former director and officer of (x) each Target Company Entity (the “Company Indemnified Parties”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities Target Companies or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company EntitiesTarget Companies’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company EntitiesTarget Companies, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

Director and Officer Liability; Indemnification. (a) From Without limiting any additional rights that any Person may have under any Company Benefit Plan, from the Closing through the sixth anniversary of the Closing Date, each of Purchaser and after the ClosingCompany shall, Pxxxxxxxx agrees that it and shall cause the Acquired Subsidiaries to, indemnify and hold harmless each present (as of immediately prior to the Closing) and former director and officer officer, director, manager, agent, employee or fiduciary of (x) each Company Entity the Acquired Companies (the “Company Indemnified PartiesIndividuals”) from and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Partiesagainst all claims, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees)losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements, incurred in connection with any Actionclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Individual is or was an officer, director, manager, agent, employee or fiduciary of the Acquired Companies or (ii) matters existing or occurring at or prior to the ClosingClosing (including this Agreement and the other transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Closing, to the fullest extent that permitted by applicable Law. In the event of any such claim, action, suit, proceeding or investigation, (x) each Indemnified Individual will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from Purchaser or the Company, (y) neither Purchaser nor the Company Entities shall settle, compromise or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred consent to the fullest extent permitted under applicable Law). Without limiting the foregoingentry of any judgment in any proceeding or threatened action, Purchaser shallsuit, proceeding, investigation or claim (and shall cause its Subsidiaries to in which indemnification could be sought by such Indemnified Individual hereunder) unless such settlement, compromise or consent includes an unconditional release of such Indemnified Individual from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Individual otherwise consents and (iz) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than shall cooperate in the provisions defense of the Organizational Documents of the Company Entities, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify any such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Lawmatter.

Director and Officer Liability; Indemnification. (a) From and after the Closing, Pxxxxxxxx DV agrees that it shall indemnify and hold harmless each present and former director and officer of (x) each Company DV Entity (the “Company DV Indemnified Parties”) and (y) Purchaser Goal (the “Purchaser Goal Indemnified Parties” and together with the Company DV Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company DV Entities or PurchaserGoal, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser DV shall, and shall cause its Subsidiaries each other DV Entity to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaserthe DV Entity’s, Goal’s and its their respective Subsidiaries’ (including the Company Entities’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company DV Entities, Purchaser Goal or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

Director and Officer Liability; Indemnification. (a) From and after the Closing, Pxxxxxxxx agrees that it shall indemnify and hold harmless each present and former director and officer of (x) each Target Company Entity (the “Company Indemnified Parties”) and (y) Purchaser (the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company Entities Target Companies or Purchaser, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Purchaser shall, and shall cause its Subsidiaries to (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Purchaser’s and its Subsidiaries’ (including the Company EntitiesTarget Companies’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the Company EntitiesTarget Companies, Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.