Common use of D&O Indemnification and Insurance Clause in Contracts

D&O Indemnification and Insurance. (a) From the Effective Time through the later of (i) the sixth anniversary of the date on which the Effective Time occurs and (ii) the expiration of any statute of limitations applicable to any Covered Claim (defined below), Parent shall, or shall cause the Surviving Corporation to, indemnify and hold harmless each present and former officer, director, employee or agent of the Company, including, without limitation, each person controlling any of the foregoing persons (the "Indemnified Parties"), against all claims, losses, liabilities, damages, judgments, fines, fees, costs or expenses, including, without limitation, attorneys' fees and disbursements (collectively, "Costs"), incurred in connection with any claim, action, suit, proceeding or investigation ("Claim"), whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that such person is or was a director, officer, employee or agent of the Company or any subsidiaries or is or was serving at the request of the Company or any of its subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the transactions contemplated hereby, in each case to the extent that any such Claim pertains to matters existing or occurring at or prior to the Effective Time (including, without limitation, this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time ("Covered Claims"), to the fullest extent permitted under applicable law and the Certificate of Incorporation or By-Laws of the Company or under indemnification agreements in effect on the date hereof, including without limitation provisions relating to advancement of expenses incurred in the defense of any Claim, subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto. Without limiting the foregoing, in the event that any Covered Claim is brought against any Indemnified Party (whether arising before or after the Effective Time), the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Parent shall, or shall cause the Surviving Corporation to, advance the fees and expenses of such counsel for the Indemnified Party in accordance with the Certificate of Incorporation or By-Laws of the Company in effect on the date of this Agreement.

D&O Indemnification and Insurance. (a) From and after the Effective Time through the later of (i) the sixth anniversary of the date on which the Effective Time occurs and (ii) the expiration of any statute of limitations applicable to any Covered Claim (defined below)Purchase Date, Parent shall, or and shall cause the Company and the Surviving Corporation to, (i) indemnify and hold harmless each present and former officerindividual who at the Effective Time is, directoror at any time prior to the Effective Time was, employee a director or agent officer of the Company, including, without limitation, each person controlling any Company or of a Subsidiary of the foregoing persons Company or provided executive services to the Company or any Subsidiary of the Company (each, an “Indemnitee” and, collectively, the "Indemnified Parties"), against “Indemnitees”) with respect to all claims, liabilities, losses, liabilities, damages, judgments, fines, feespenalties, costs (including amounts paid in settlement or expenses, including, without limitation, attorneys' compromise) and expenses (including fees and disbursements (collectively, "Costs"), incurred expenses of legal counsel) in connection with any claim, suit, action, suit, proceeding or investigation ("Claim"), whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of of, in whole or pertaining to in part, (iA) the fact that an Indemnitee was a director or officer of, or provided executive services to, the Company or such person is Subsidiary or was (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of the Company or any subsidiaries such Subsidiary or is taken at the request of the Company or was such Subsidiary (including in connection with serving at the request of the Company or any of its subsidiaries such Subsidiary as a director, officer, employee employee, agent, trustee or agent fiduciary of another corporationPerson (including any employee benefit plan)), partnershipin each case under (A) or (B), joint venture, trust or other enterpriseat, or at any time prior to, the Effective Time (ii) this Agreementincluding any claim, suit, action, proceeding or any of investigation relating in whole or in part to the transactions contemplated hereby, in each case to the extent that any such Claim pertains to matters existing or occurring at or prior to the Effective Time (including, without limitation, this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time ("Covered Claims"), to the fullest extent permitted under applicable law Law, and (ii) assume all obligations of the Certificate Company and such Subsidiaries to the Indemnitees in respect of Incorporation indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in (A) the Company’s Charter and By-Laws and the organizational documents of such Subsidiaries as currently in effect and (B) the Company or under indemnification agreements in effect on the date hereof, including without limitation provisions relating previously made available to advancement of expenses incurred Parent and Purchaser by posting in the defense of any ClaimData Room, subject to which shall survive the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced transactions contemplated hereby and continue in the event of a final non-appealable determination by a court of competent jurisdiction that such Indemnified Party is not entitled theretofull force and effect in accordance with their respective terms. Without limiting the foregoing, in the event that any Covered Claim is brought against any Indemnified Party (whether arising before or Parent, from and after the Effective Time), shall cause the Indemnified Party may retain counsel satisfactory charter and by-laws of the Surviving Corporation to such Indemnified Partycontain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date of this Agreement in the Company’s Charter and By-laws, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, from and after the Purchase Date, Parent shall, or and shall cause the Company and the Surviving Corporation to, advance the pay any expenses (including fees and expenses of legal counsel) of any Indemnitee under this Section 6.10 (including in connection with enforcing the indemnity and other obligations referred to in this Section 6.10) as incurred to the fullest extent permitted under applicable Law, provided that the person to whom expenses are advanced provides an undertaking to repay such counsel advances to the extent required by applicable Law. Notwithstanding the foregoing, nothing contained in this Section 6.10(a) shall provide any Indemnitee with any greater rights to indemnification for the Indemnified Party in accordance with the Certificate of Incorporation or By-Laws of any matter for which the Company in effect on is providing indemnification as of the date of this Agreementthe consummation of the Offer.