Common use of Director Indemnification Clause in Contracts

Director Indemnification. HOLDING agrees to indemnify each STOCKHOLDER (or for any STOCKHOLDER that is a trust, its trustees or beneficiaries, as applicable), if any, who will become a director of HOLDING on the Closing Date, as set forth in the Registration Statement, from all liabilities he or she may incur as a director of HOLDING, except for all liabilities arising from (i) any breach of such person's duty of loyalty to HOLDING or its stockholders or subsidiaries, (ii) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) any violations of Section 174 of the Delaware GCL or (iv) any transactions from which the director derived an improper personal benefit.