Common use of Indemnification Agreements Clause in Contracts

Indemnification Agreements. Sellers and Purchaser shall cooperate to establish arrangements reasonably acceptable to each of Purchaser and Republic under which Purchaser would obtain certain claims, rights and benefits and assume certain corresponding liabilities and obligations under the indemnification agreements set forth on the attached Schedule 8.11 (the "Indemnification Agreements") with respect to the Purchased Assets. Without limiting the generality of the foregoing, if there is discovered any event or occurrence for which indemnification would have been provided under such Indemnification Agreements, Sellers shall, upon receipt of written notice from Purchaser, pursue such indemnification claim on Purchaser's behalf at Purchaser's sole reasonable expense. Purchaser shall control the investigation, defense and settlement (including choice of counsel in its sole discretion) of any such indemnification claim asserted under any Indemnification Agreement and shall reimburse Sellers for all reasonable costs and expenses relating thereto promptly upon presentation by Sellers of invoices or other documentation evidencing such amounts to be reimbursed. Sellers, at Purchaser's reasonable expense, shall make available to Purchaser, its counsel and other representatives, all information and documents available to them that relate to any such indemnification claim. Sellers also shall, at Purchaser's reasonable expense, render to Purchaser such assistance and cooperation as may reasonably be required to ensure the proper and adequate pursuit of any such indemnification claim. Sellers shall promptly remit and turn over to Purchaser any recovery (including pursuant to any settlement, arbitration, judicial proceeding or otherwise) relating to any such indemnification claim and such recovery shall be deemed to be a Purchased Asset. Purchaser shall be entitled to satisfy any payment obligation, threshold amount or other condition to the receipt of indemnification under any Indemnification Agreement. To the extent that Purchaser and Republic may benefit from an indemnification claim asserted under any Indemnification Agreement, and Purchaser contributes to the satisfaction of any payment obligation, threshold or other condition, then Purchaser and Republic shall share in the benefit of any recovery therefrom pro rata based upon their respective contributions to the satisfaction of any such condition. To the extent that any liability for which Purchaser is indemnified by Sellers under Section 11.2 would be covered under any of the Indemnification Agreements, such claim may be asserted by Purchaser against Sellers, but any such claim for indemnification shall not be due and payable to Purchaser until such claim has been asserted by Sellers under such Indemnification Agreement and no recovery is obtained thereunder.

Indemnification Agreements. Sellers and Purchaser The Company shall cooperate to establish arrangements have as of the date hereof entered into Indemnification Agreements (in a form reasonably acceptable to the Company’s Board of Directors) with the directors and executive officers of the Company. In the event of a Deemed Liquidation, the Company shall use its commercially reasonable efforts to require each successor of Purchaser and Republic under which Purchaser would obtain certain claims, rights and benefits and the Company to assume certain corresponding liabilities and the Company’s obligations under the indemnification agreements set forth on the attached Schedule 8.11 (the "Indemnification Agreements") with respect to indemnification of directors for a reasonable period of time following the Purchased Assetsconsummation of such Deemed Liquidation. Without limiting the generality The Company hereby acknowledges that one or more of the foregoingPreferred Directors may have certain rights to indemnification, if there advancement of expenses and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is discovered the indemnitor of first resort (i.e., its obligations to any event such Preferred Director are primary and any obligation of the Fund Indemnitors to advance expenses or occurrence to provide indemnification for which indemnification would have been provided under the same expenses or liabilities incurred by such Indemnification AgreementsPreferred Director are secondary), Sellers shall(b) that it shall be required to advance the full amount of expenses incurred by such Preferred Director and shall be liable for the full amount of all expenses, upon receipt of written notice from Purchaserjudgments, pursue such indemnification claim penalties, fines and amounts paid in settlement by or on Purchaser's behalf at Purchaser's sole reasonable expense. Purchaser shall control the investigation, defense and settlement (including choice of counsel in its sole discretion) of any such indemnification claim asserted under Preferred Director to the extent legally permitted and as required by the Restated Certificate or Bylaws of the Company (or any Indemnification Agreement agreement between the Company and shall reimburse Sellers for all reasonable costs and expenses relating thereto promptly upon presentation by Sellers of invoices or other documentation evidencing such amounts to be reimbursed. SellersPreferred Director), at Purchaser's reasonable expense, shall make available to Purchaser, its counsel and other representatives, all information and documents available to them that relate without regard to any rights such indemnification claimPreferred Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Sellers also shall, at Purchaser's reasonable expense, render to Purchaser such assistance and cooperation as may reasonably be required to ensure The Company further agrees that no advancement or payment by the proper and adequate pursuit Fund Indemnitors on behalf of any such indemnification claim. Sellers shall promptly remit and turn over to Purchaser any recovery (including pursuant Preferred Director with respect to any settlement, arbitration, judicial proceeding or otherwise) relating to any claim for which such Preferred Director has sought indemnification claim from the Company shall affect the foregoing and such recovery the Fund Indemnitors shall have a right of contribution and/or be deemed to be a Purchased Asset. Purchaser shall be entitled to satisfy any payment obligation, threshold amount or other condition subrogated to the receipt extent of indemnification under any Indemnification Agreement. To the extent that Purchaser and Republic may benefit from an indemnification claim asserted under any Indemnification Agreement, and Purchaser contributes such advancement or payment to the satisfaction of any payment obligation, threshold or other condition, then Purchaser and Republic shall share in the benefit of any recovery therefrom pro rata based upon their respective contributions to the satisfaction of any such condition. To the extent that any liability for which Purchaser is indemnified by Sellers under Section 11.2 would be covered under any all of the Indemnification Agreements, rights of recovery of such claim may be asserted by Purchaser Preferred Director against Sellers, but any such claim for indemnification shall not be due and payable to Purchaser until such claim has been asserted by Sellers under such Indemnification Agreement and no recovery is obtained thereunderthe Company.

Indemnification Agreements. Sellers The provisions of this Article 5 shall not be construed to limit the power of the Fund and Purchaser the Subsidiaries to indemnify its Members, Directors, Officers, employees or agents to the fullest extent permitted by law or to enter into specific agreements, commitments or arrangements for indemnification permitted by law. The absence of any express provision for indemnification herein shall cooperate to establish arrangements reasonably acceptable to not limit any right of indemnification existing independently of this Article 5. The Fund, the Subsidiaries and each of Purchaser and Republic under which Purchaser would obtain certain claims, rights and benefits and assume certain corresponding liabilities and obligations under the Director concurrently herewith shall enter into indemnification agreements set forth in form and substance satisfactory to the Board. The right of indemnification hereby provided shall not be exclusive of, and shall not affect, any other rights to which an Indemnified Party or a Member Indemnified Party may be entitled at law, under other agreements or otherwise. Nothing contained in this Article 5 shall limit any lawful rights to indemnification existing independently of this Article 5. The Fund acknowledges that an indemnified party may have certain rights to indemnification, advancement of expenses and/or insurance provided by its fund sponsor or other affiliates (collectively, the “Sponsor Indemnitors”). The Fund agrees that (i) it is the indemnitor of first resort (i.e., its obligations to the indemnified party are primary and any obligation of the Sponsor Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such indemnified party are secondary), (ii) it shall be required to advance the full amount of expenses incurred by such indemnified party and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement, the Fund’s organization documents, or any other agreement between the Fund and such indemnified party, without regard to any rights such indemnified party may have against the Sponsor Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Sponsor Indemnitors from any and all claims against the Sponsor Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Fund further agrees that no advancement or payment by the Sponsor Indemnitors on the attached Schedule 8.11 (the "Indemnification Agreements") behalf of such indemnified party with respect to any claim for which such indemnified party has sought indemnification from the Purchased Assets. Without limiting Fund shall affect the generality foregoing and the Sponsor Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the foregoingrights of recovery of such indemnified party against the Fund. The Fund and such indemnified party agree that the Sponsor Indemnitors are express third party beneficiaries of the terms of this Section 5.08 Conflicts of Interest Transactions with Interested Persons. Unless prohibited by law or entered into in bad faith, if there is discovered no contract or transaction between the Fund or the Subsidiaries and one or more of the Subsidiaries’ Officers, Directors or Members or the Administrator, or between the Fund or the Subsidiaries and any event or occurrence for which indemnification would have been provided under such Indemnification Agreementsother corporation, Sellers shallpartnership, upon receipt of written notice from Purchaser, pursue such indemnification claim on Purchaser's behalf at Purchaser's sole reasonable expense. Purchaser shall control the investigation, defense and settlement (including choice of counsel in its sole discretion) of any such indemnification claim asserted under any Indemnification Agreement and shall reimburse Sellers for all reasonable costs and expenses relating thereto promptly upon presentation by Sellers of invoices association or other documentation evidencing organization in which one or more of the Subsidiaries’ Officers, Directors or Members or the Administrator have a financial interest or are directors, partners, managers or officers, that satisfies the conditions below shall be voidable solely for this reason or solely because said Officer, Director, Member or the Administrator was present or participated in the authorization of such amounts contract or transaction. No Officer, Director, Member or Administrator interested in such contract or transaction, because of such interest, shall be considered to be reimbursedin breach of this Agreement or liable to the Fund and its Subsidiaries, any Officer, Director or Member, or any other person or organization for any loss or expense incurred by reason of such contract or transaction or shall be accountable for any gain or profit realized from such contract or transaction. Sellers, at Purchaser's reasonable expense, shall make available to Purchaser, its counsel and other representativesExcept as prohibited by law, all information and documents available references in this Section 6.01 to them that relate to any such indemnification claim. Sellers also shall, at Purchaser's reasonable expense, render to Purchaser such assistance and cooperation as may reasonably be required to ensure the proper and adequate pursuit of any such indemnification claim. Sellers shall promptly remit and turn over to Purchaser any recovery (including pursuant to any settlement, arbitration, judicial proceeding or otherwise) relating to any such indemnification claim and such recovery Fund shall be deemed to include the Fund Group and all references to the Members shall be deemed to include the Equityholders. A contract or transaction satisfies the provisions of this Section 6.01 if: the material facts as to the relationship or interest of said Officer, Director, Administrator or Member and as to the contract or transaction were disclosed or known to the Directors or Members and the contract or transaction was authorized by the disinterested Members, Administrator or Directors; and the contract or transaction was fair to the Fund as of the time it was authorized, approved or ratified by the disinterested Members, Administrator or Directors. Outside Businesses . Any Member or Director, unless also an Officer or employee of a Purchased AssetSubsidiary, may engage or have an interest in other business ventures which are similar to or competitive with the business of the Fund or its Subsidiaries, and the pursuit of such ventures, even if competitive, shall not be deemed wrongful or improper or give the Fund, its Subsidiaries, the Officers or other Members any rights with respect thereto. Purchaser No Member or Director, unless also an Officer or employee of a Subsidiary, shall be obligated to present an investment opportunity to the Fund even if it is similar to or competitive with the business of the Fund, and such Member or Director shall have a right to take for its own account or recommend to others any such investment opportunity. Prior Board or General Quotaholders’ Meeting approval shall be required for the involvement of the Manager, Officer or other employee of a Subsidiary in any potentially competitive outside business activities. For the avoidance of doubt, holding shares or other types of securities of listed companies and/or quotas of publicly traded funds for personal investment shall not be considered an involvement of the Managers, Officers or other employee of a Subsidiary in competitive outside business activities and shall not require prior Board or General Quotaholders’ Meeting approval.Except as prohibited by law, all references in this Section 6.02 to the Fund shall be deemed to include the Fund Group and all references to the Members shall be deemed to include the Equityholders. Capital Contributions Capital Contributions by Members. Each Member holding Quotas has made the capital contributions specified opposite his or its name on Schedule A (the Member’s “Capital Commitment”), which shall include such Member’s Initial Capital Contribution. Capital Contributions may be paid in cash, in exchange for Quotas or as otherwise agreed by the General Quotaholders’ Meeting. In the event of additional Capital Contributions, Schedule A shall be amended to reflect such additional Capital Contributions. No Member shall be entitled to satisfy any payment obligation, threshold amount interest or other condition compensation with respect to his Capital Contribution or any services rendered on behalf of the receipt of indemnification under any Indemnification AgreementFund except as specifically provided in this Agreement or approved by the General Quotaholders’ Meeting. To the extent that Purchaser and Republic may benefit from an indemnification claim asserted under any Indemnification Agreement, and Purchaser contributes to the satisfaction of any payment obligation, threshold or other condition, then Purchaser and Republic No Member shall share in the benefit of any recovery therefrom pro rata based upon their respective contributions to the satisfaction of any such condition. To the extent that have any liability for which Purchaser is indemnified by Sellers under Section 11.2 would be covered under any the repayment of the Indemnification Agreements, such claim may be asserted by Purchaser against Sellers, but Capital Contribution of any such claim other Member and each Member shall look only to the assets to the Fund for indemnification shall not be due and payable to Purchaser until such claim has been asserted by Sellers under such Indemnification Agreement and no recovery is obtained thereunderreturn of his Capital Contribution.

Indemnification Agreements. Sellers and Purchaser shall cooperate to establish arrangements reasonably acceptable to On March 11, 1999, the Company entered into indemnification agreements with each of Purchaser and Republic under which Purchaser would obtain certain claims, rights and benefits and assume certain corresponding liabilities and obligations under the indemnification agreements set forth on the attached Schedule 8.11 its directors (the "Indemnification Agreements") with respect ). The Indemnification Agreements provide that the Company will indemnify and hold harmless any director of the Company to the Purchased Assets. Without limiting fullest extent permitted by the generality Company's Certificate of Incorporation or Bylaws, Panama Law or other applicable law, as in effect as of the foregoingdate of the agreement or to such greater extent as the Company's Certificate of Incorporation or Bylaws, if there is discovered any event Panama Law or occurrence for which indemnification would have been provided under such Indemnification Agreementsapplicable law may thereafter permit, Sellers shallfrom and against all losses, upon receipt of written notice from Purchaserliabilities, pursue such indemnification claim on Purchaser's behalf at Purchaser's sole reasonable expense. Purchaser shall control the investigationclaims, defense damages, judgments, penalties, fines, amounts paid in settlement and settlement expenses (including choice attorneys' fees) arising out of counsel a business combination transaction between Parent and the Company. The Indemnification Agreements further provide that, in its sole discretion) the event of any such indemnification claim asserted under any Indemnification Agreement threatened, or pending action, suit or proceeding arising out of a business combination between Parent and shall reimburse Sellers for all reasonable costs the Company in which a director is a party and expenses relating thereto promptly upon presentation by Sellers of invoices or other documentation evidencing such amounts that may give rise to be reimbursed. Sellers, at Purchaser's reasonable expense, shall make available to Purchaser, its counsel and other representatives, all information and documents available to them that relate to any such indemnification claim. Sellers also shall, at Purchaser's reasonable expense, render to Purchaser such assistance and cooperation as may reasonably be required to ensure the proper and adequate pursuit of any such indemnification claim. Sellers shall promptly remit and turn over to Purchaser any recovery (including pursuant to any settlement, arbitration, judicial proceeding or otherwise) relating to any such indemnification claim and such recovery shall be deemed to be a Purchased Asset. Purchaser shall be entitled to satisfy any payment obligation, threshold amount or other condition to the receipt right of indemnification under any the Indemnification Agreement. To Agreements or in which a director is involved as a witness, following written request by such person, the extent Company will promptly pay to such person amounts to cover expenses reasonably incurred by such person in such proceeding in advance of its final disposition upon the receipt by the Company of (i) a written undertaking executed by or on behalf of such person providing that Purchaser such person will repay the advance if it is ultimately determined that such person is not entitled to be indemnified by the Company as provided in the Indemnification Agreements and Republic may benefit from an indemnification claim asserted under any Indemnification Agreement, and Purchaser contributes (ii) satisfactory evidence as to the satisfaction amount of any payment obligationsuch expenses. The Indemnification Agreements also include provisions meant to facilitate the indemnitee's receipt of benefits. These provisions cover, threshold among other things: (i) specification of the method of determining entitlement to indemnification and the selection of independent counsel that will in some cases make such determination, (ii) specification of certain time periods by which certain payments or other condition, then Purchaser determinations must be made and Republic shall share actions must be taken and (iii) the establishment of certain presumptions in favor of an indemnitee. The benefits of certain of these provisions are available to an indemnitee only if there has been a change in control of the benefit of any recovery therefrom pro rata based upon their respective contributions to the satisfaction of any such condition. To the extent that any liability for which Purchaser is indemnified by Sellers under Section 11.2 would be covered under any of Company (as defined in the Indemnification Agreements). On May 6, such claim may be asserted 1999, the Company entered into indemnification agreements with Messrs. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇'▇▇▇▇▇ and ▇▇▇▇▇▇▇ substantially the same as the agreements entered into on March 11, 1999, except that rights to indemnification and advancement of expenses thereunder cover losses, liabilities, claims, damages, judgments, penalties, fines, amounts paid in settlement and expenses incurred by Purchaser against Sellersreason of their status as a director of the Company and are not limited to those arising out of a business combination between Parent and the Company. Stock Options, but any such claim for indemnification shall not be due Restricted Stock and payable to Purchaser until such claim has been asserted by Sellers Performance Shares Certain Executive Officers and Directors hold awards of Stock Options, Restricted Stock and Performance Shares. The treatment of those awards is described above under such Indemnification Agreement "The Merger Agreement--Stock Options", "--Restricted Shares" and no recovery is obtained thereunder"--Performance Shares", respectively.

Indemnification Agreements. Sellers and Purchaser shall cooperate to establish arrangements reasonably acceptable to each of Purchaser and Republic under which Purchaser would obtain certain claims, rights and benefits and assume certain corresponding liabilities Liabilities. and obligations under the indemnification agreements set forth on the attached Schedule 8.11 7.11 (the "Indemnification Agreements") with respect to the Purchased Assets. Without limiting the generality of the foregoing, if there is discovered any event or occurrence for which indemnification would have been provided under such Indemnification Agreements, Sellers shall, upon receipt of written notice from Purchaser, pursue such indemnification claim on Purchaser's behalf at Purchaser's sole reasonable expense. Purchaser shall control the investigation, defense and settlement (including choice of counsel in its sole discretion) of any such indemnification claim asserted under any Indemnification Agreement and shall reimburse Sellers for all reasonable costs and expenses relating thereto promptly upon presentation by Sellers of invoices or other documentation evidencing such amounts to be reimbursed. Sellers, at Purchaser's reasonable expense, shall make available to Purchaser, its counsel and other representatives, all information and documents available to them that relate to any such indemnification claim. Sellers also shall, at Purchaser's reasonable expense, render to Purchaser such assistance and cooperation as may reasonably be required to ensure the proper and adequate pursuit of any such indemnification claim. Sellers shall promptly remit and turn over to Purchaser any recovery (including pursuant to any settlement, arbitration, judicial proceeding or otherwise) relating to any such indemnification claim and such recovery shall be deemed to be a Purchased Asset. Purchaser shall be entitled to satisfy any payment obligation, threshold amount or other condition to the receipt of indemnification under any Indemnification Agreement. To the extent that Purchaser and Republic may benefit from an indemnification claim asserted under any Indemnification Agreement, and .and Purchaser contributes to the satisfaction of any payment obligation, threshold or other condition, then Purchaser and Republic shall share in the benefit of any recovery therefrom pro rata based upon their respective contributions to the satisfaction of any such condition. To the extent that any liability for which Purchaser is indemnified by Sellers under Section 11.2 would be covered under any of the Indemnification Agreements, such claim may be asserted by Purchaser against Sellers, but any such claim for indemnification shall not be due and payable to Purchaser until such claim has been asserted by Sellers under such Indemnification Agreement and no recovery is obtained thereunder.

Indemnification Agreements. Sellers and Purchaser The Company shall cooperate to establish arrangements enter into Indemnification Agreements (in a form reasonably acceptable to Austin Ventures VIII, L.P., as a representative of the Investors, and TCV) with the directors and executive officers of the Company and any subsidiary on or as promptly as possible after the date hereof. The Company hereby acknowledges that each of Purchaser the directors designated by an Investor (collectively, the “Fund Directors”) pursuant to Section 2 of that certain Amended and Republic under which Purchaser would obtain Restated Voting Agreement by and among the Company, the Investors and certain claimsholders of Common Stock of even date herewith, as such may be amended from time to time, may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and benefits certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to a Fund Director are primary and assume certain corresponding any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that the Company will not assert that the Fund Director must seek expense advancement or reimbursement, or indemnification from, any Fund Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations under to the indemnification extent legally permitted and as required by the Certificate of Incorporation or Bylaws of the Company (or any agreements set forth between the Company and such Fund Director) and (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation, or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on the attached Schedule 8.11 (the "Indemnification Agreements") behalf of a Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Purchased Assets. Without limiting Company shall affect the generality foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the foregoing, if there is discovered any event or occurrence for which indemnification would have been provided under such Indemnification Agreements, Sellers shall, upon receipt rights of written notice from Purchaser, pursue such indemnification claim on Purchaser's behalf at Purchaser's sole reasonable expense. Purchaser shall control the investigation, defense and settlement (including choice of counsel in its sole discretion) of any such indemnification claim asserted under any Indemnification Agreement and shall reimburse Sellers for all reasonable costs and expenses relating thereto promptly upon presentation by Sellers of invoices or other documentation evidencing such amounts to be reimbursed. Sellers, at Purchaser's reasonable expense, shall make available to Purchaser, its counsel and other representatives, all information and documents available to them that relate to any such indemnification claim. Sellers also shall, at Purchaser's reasonable expense, render to Purchaser such assistance and cooperation as may reasonably be required to ensure the proper and adequate pursuit of any such indemnification claim. Sellers shall promptly remit and turn over to Purchaser any recovery (including pursuant to any settlement, arbitration, judicial proceeding or otherwise) relating to any such indemnification claim and such recovery shall be deemed to be a Purchased Asset. Purchaser shall be entitled to satisfy any payment obligation, threshold amount or other condition to the receipt of indemnification under any Indemnification Agreement. To the extent that Purchaser and Republic may benefit from an indemnification claim asserted under any Indemnification Agreement, and Purchaser contributes to the satisfaction of any payment obligation, threshold or other condition, then Purchaser and Republic shall share in the benefit of any recovery therefrom pro rata based upon their respective contributions to the satisfaction of any such condition. To the extent that any liability for which Purchaser is indemnified by Sellers under Section 11.2 would be covered under any of the Indemnification Agreements, such claim may be asserted by Purchaser Fund Director against Sellers, but any such claim for indemnification shall not be due and payable to Purchaser until such claim has been asserted by Sellers under such Indemnification Agreement and no recovery is obtained thereunderthe Company.