Common use of Indemnification, Exculpation and Insurance Clause in Contracts

Indemnification, Exculpation and Insurance. (a) From the First Effective Time through the sixth anniversary of the date on which the First Effective Time occurs, each of Parent and the Surviving Company shall indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the First Effective Time, a director or officer of Parent or the Company, respectively (the “D&O Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the D&O Indemnified Party is or was a director or officer of Parent or of the Company, whether asserted or claimed prior to, at or after the First Effective Time, in each case, to the fullest extent permitted under the DGCL and the DLLCA. Each D&O Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Company, jointly and severally, upon receipt by Parent or the Surviving Company from the D&O Indemnified Party of a request therefor; provided that any such person to whom expenses are advanced provides an undertaking to Parent, to the extent then required by the DGCL and the DLLCA, to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

Indemnification, Exculpation and Insurance. (a) From and after the First Effective Time through the sixth anniversary of the date on which the First Effective Time occursTime, each of Parent shall, and shall cause the Surviving Company shall Corporation to, (i) indemnify and hold harmless each person individual who is nowat the Effective Time is, or has been at any time prior to the date hereof, or who becomes prior to the First Effective TimeTime was, a director director, officer or officer employee of Parent the Company or the Companyany of its Subsidiaries (each, respectively (an “Indemnitee” and, collectively, the “D&O Indemnified PartiesIndemnitees”), against ) with respect to all claims, liabilities, losses, liabilities, damages, judgments, fines and reasonable feesfines, penalties, costs (including amounts paid in settlement) and expenses, expenses (including attorneys’ reasonable fees and disbursementsexpenses of legal counsel) (collectively, incurred “Losses”) in connection with any claim, suit, action, suit, proceeding or investigation, investigation (whether civil, criminal, administrative or investigative, other than an action by or in the right of the Company), whenever asserted, based on or arising out of of, in whole or pertaining to in part, (A) the fact that the D&O Indemnified Party is or an Indemnitee was a director director, officer or officer of Parent or employee of the CompanyCompany or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, whether asserted officer, employee, agent, trustee or claimed fiduciary of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director, officer, employee, or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise (including any employee benefit plans)), in each case under (A) or (B), at, or at any time prior to, at the Effective Time (including any claim, suit, action, proceeding or after investigation relating in whole or in part to the First Effective Time, in each casetransactions contemplated by this Agreement), to the fullest extent permitted under by Law and (ii) assume all obligations of the DGCL Company and such Subsidiaries to the Indemnitees in respect of indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in the Company’s certificate of incorporation and bylaws and the DLLCAorganizational documents of such Subsidiaries as currently in effect. Each D&O Indemnified Party will be entitled Without limiting the foregoing, Parent, from and after the Effective Time, shall cause the certificate of incorporation and bylaws of the Surviving Corporation to advancement contain provisions no less favorable to the Indemnitees with respect to limitation of expenses incurred liabilities of directors and officers and indemnification than are set forth as of the date of this Agreement in the defense Company’s certificate of any such claimincorporation and bylaws, actionwhich provisions shall not be amended, suitrepealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, proceeding or investigation from each of and after the Effective Time, Parent shall, and shall cause the Company and the Surviving CompanyCorporation to, jointly pay any expenses (including reasonable fees and severallyexpenses of legal counsel) of any Indemnitee under this Section 6.7 (including in connection with enforcing the indemnity and other obligations referred to in this Section 6.7) reasonably incurred by such Indemnitee in connection with investigating or defending any such to the fullest extent permitted under applicable Law, upon receipt by Parent or the Surviving Company from the D&O Indemnified Party of a request therefor; provided that any such the person to whom expenses are advanced provides an undertaking to Parent, to the extent then required by the DGCL and the DLLCA, to repay such advances if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such person Indemnitee is not entitled to indemnificationbe indemnified under applicable Law; provided, however, that the Surviving Corporation will not be liable for any settlement effected without the Surviving Corporation’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification, Exculpation and Insurance. (a) From Without limiting any additional rights that any employee may have under any agreement or Xxxxxx Plan, from the First Effective Time through the sixth anniversary of the date on which the First Effective Time occurs, each of Parent and the Surviving Company Corporation shall indemnify and hold harmless each person who is now, or has been at any time prior to present (as of the date hereof, or who becomes prior to the First Effective Time) and former officer, a director or officer employee of Parent or the Company, respectively Xxxxxx and its Subsidiaries (the “D&O Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursementsdisbursements (collectively, “Costs”), incurred in connection with any claim, action, suit, proceeding or investigationAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the D&O Indemnified Party is or was a director an officer, director, employee, fiduciary or officer agent of Parent Xxxxxx or any of its Subsidiaries or (ii) matters existing or occurring at or prior to the CompanyEffective Time (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the First Effective Time, in each case, to the fullest extent permitted under applicable Law. In the DGCL and the DLLCA. Each D&O event of any such Action, (A) each Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation Action from each of Parent and the Surviving Company, jointly and severally, upon Corporation to the fullest extent permitted under applicable Law within ten (10) Business Days of receipt by Parent or the Surviving Company Corporation from the D&O Indemnified Party of a request therefor; provided provided, that any such person Person to whom expenses are advanced provides an undertaking to Parentundertaking, if and only to the extent then required by the DGCL and the DLLCAapplicable Law, to repay such advances if it is ultimately determined that such person Person is not entitled to indemnification, (B) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) From the First Effective Time through the sixth (6th) anniversary of the date on which the First Effective Time occursoccurs (the “Indemnification Period”), each of Parent and the Surviving Company shall Corporation shall, jointly and severally, indemnify and hold harmless each person individual who is now, or has been at any time prior to the date hereofof this Agreement, or who becomes prior to the First Effective Time, a director or officer (or equivalent) of Parent Parent, the Company or the Companyany of their respective Subsidiaries (each, respectively (the an “D&O Indemnified PartiesParty”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out (i) by reason of or pertaining to the fact that the D&O Indemnified Party is or was a director or officer of Parent Parent, the Company or any of their respective Subsidiaries or (ii) arising out of or pertaining to matters existing or occurring at or prior to the CompanyEffective Time (including this Agreement and the transactions and actions contemplated by this Agreement) (in each case, a “D&O Related Claim”), whether asserted or claimed prior to, at or after the First Effective Time, in each case, to the fullest extent permitted under the DGCL and the DLLCAapplicable Law. Each D&O Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each of Parent and or the Surviving CompanyCorporation, jointly and severally, upon within ten (10) Business Days of receipt by Parent or the Surviving Company Corporation from the D&O Indemnified Party of a request therefor; provided that any such person to whom expenses are advanced provides an undertaking to Parent, to the extent then required by the DGCL and the DLLCAapplicable Law, to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

Indemnification, Exculpation and Insurance. (a) From the First Effective Time Closing Date through the sixth anniversary of the date on which the First Effective Time occursClosing Date, each of Parent and shall cause the Surviving Company shall to indemnify and hold harmless each person who is nowpresent (as of the Company Merger Effective Time) and former officer or director, or has been at any time prior including but not limited to the date hereofmembers of the Conflicts Committee, or who becomes prior to of the First Effective Time, a director or officer of Parent or Company and the Company, respectively Company Subsidiaries (the “D&O Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigationAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the D&O Indemnified Party is or was a director an officer, director, employee, fiduciary or officer of Parent or agent of the CompanyCompany or any of the Company Subsidiaries or (ii) acts or omissions taken by an Indemnified Party in their capacity as such or taken at the request of the Company or any of the Company Subsidiaries, whether asserted or claimed prior to, at or after the First Company Merger Effective Time, in each case, to the fullest extent the Company would have been permitted under the DGCL applicable Law and the DLLCACompany Charter and Company Bylaws as in effect at the date hereof. Each D&O In the event of any such Action, (A) each Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Company, jointly and severally, upon within 10 Business Days of receipt by Parent or the Surviving Company from the D&O Indemnified Party of a request therefor, of expenses incurred in the defense of any Action to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as in effect at the date hereof; provided provided, that any such person Person to whom expenses are advanced provides an undertaking to Parent, to the extent then required by the DGCL and the DLLCA, to repay such advances if it is ultimately determined that such person Person is not entitled to indemnification, (B) neither Parent nor the Surviving Company shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents, and (C) the Surviving Company shall cooperate in the defense of any such matter.

Indemnification, Exculpation and Insurance. (a) From the First Effective Time through the sixth anniversary of the date on which the First Effective Time occurs, each of Parent and the Surviving Company shall indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the First Effective Time, a director or officer of Parent or the CompanyCompany or its Subsidiary, respectively (the “D&O Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the D&O Indemnified Party is or was a director or officer of Parent or of the CompanyCompany (and/or its Subsidiary), whether asserted or claimed prior to, at or after the First Effective Time, in each case, to the fullest extent permitted under the DGCL and the DLLCAapplicable Law. Each D&O Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Company, jointly and severally, upon receipt by Parent or the Surviving Company from the D&O Indemnified Party of a request therefor; provided provided, that any such person to whom expenses are advanced provides an undertaking to Parent, to the extent then required by the DGCL and the DLLCAapplicable Law, to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

Indemnification, Exculpation and Insurance. (a) From the First Effective Time through the sixth (6th) anniversary of the date on which the First Effective Time occurs, each of Parent and the Surviving Company shall indemnify and hold harmless each person Person who is now, or has been at any time prior to the date hereof, or who becomes prior to the First Effective Time, a director or officer of Parent or the Company, respectively (the “D&O Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, actionAction, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the D&O Indemnified Party is or was a director or officer of Parent or of the Company, whether asserted or claimed prior to, at or after the First Effective Time, in each case, to the fullest extent permitted under the DGCL and the DLLCADGCL. Each D&O Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Company, jointly and severally, upon receipt by Parent or the Surviving Company from the D&O Indemnified Party of a request therefor; provided provided, that any such person D&O Indemnified Party to whom expenses are advanced provides an undertaking to Parent, to the extent then required by the DGCL and the DLLCADGCL, to repay such advances if it is ultimately determined that such person D&O Indemnified Party is not entitled to indemnification.

Indemnification, Exculpation and Insurance. (a) From the First Effective Time through the sixth anniversary of the date on which the First Effective Time occurs, each of Parent and the Surviving Company Corporation shall indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the First Effective Time, a director director, officer, employee or officer agent of Parent the Company or the Company, respectively any of its subsidiaries (the “D&O Indemnified "Covered Parties”"), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ ' fees and disbursementsdisbursements (collectively, "Costs"), incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the D&O Indemnified Covered Party is or was a director an officer, director, employee or officer of Parent or agent of the CompanyCompany or any of its subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the First Effective Time, in each case, to the fullest extent permitted under the DGCL and the DLLCAapplicable law. Each D&O Indemnified Covered Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Company, jointly and severally, upon Corporation within ten business days of receipt by Parent or the Surviving Company Corporation from the D&O Indemnified Covered Party of a request therefor; provided that any such -------- person to whom expenses are advanced provides an undertaking to Parentundertaking, to the extent then required by the DGCL and the DLLCADGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

Indemnification, Exculpation and Insurance. (a) From the First Effective Time through the sixth anniversary of the date on which the First Effective Time occurs, each of Parent and the Surviving Company shall indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the First Effective Time, a director or officer of Parent or the Company, respectively (the “D&O Indemnified Parties”” ), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the D&O Indemnified Party is or was a director or officer of Parent or of the Company, whether asserted or claimed prior to, at or after the First Effective Time, in each case, to the fullest extent permitted under the DGCL and the DLLCA. Each D&O Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Company, jointly and severally, upon receipt by Parent or the Surviving Company from the D&O Indemnified Party of a request therefor; provided that any such person to whom expenses are advanced provides an undertaking to Parent, to the extent then required by the DGCL and the DLLCA, to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

Indemnification, Exculpation and Insurance. (a) From the First Effective Time through the sixth anniversary of the date on which the First Effective Time occurs, each of Parent and the Surviving Company shall indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the First Effective Time, a director or officer of Parent Parent, the Company or the CompanyFurther Challenger, respectively (the “D&O Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the D&O Indemnified Party is or was a director or officer of Parent or of the Company, whether asserted or claimed prior to, at or after the First Effective Time, in each case, to the fullest extent permitted under the DGCL and the DLLCADGCL. Each D&O Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each of Parent and or the Surviving Company, as the case may be, jointly and severally, upon receipt by Parent or the Surviving Company Company, as the case may be, from the D&O Indemnified Party of a request therefor; provided that any such person to whom expenses are advanced provides an undertaking to ParentParent or the Company, to the extent then required by the DGCL and the DLLCADGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

Indemnification, Exculpation and Insurance. (a) From Without limiting any additional rights that any Person may have under any Company Plan, from the First Effective Time Closing Date through the sixth anniversary of the date on which the First Effective Time Closing Date occurs, each of Parent and Buyer shall cause the Surviving Company shall to indemnify and hold harmless each person who is now, or has been at any time present (as of immediately prior to the date hereofClosing) and former officer, director, employee or who becomes prior to agent of the First Effective Time, a director or officer of Parent or the Company, respectively Company and its Subsidiaries (the “D&O Indemnified PartiesIndividuals”), ) against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the D&O Indemnified Party Individual is or was a director an officer, director, employee or officer of Parent or agent of the CompanyCompany or its Subsidiaries, whether asserted or claimed prior to, at or after the First Effective TimeClosing, in to the extent provided or permitted under the existing certificate of incorporation and bylaws (or equivalent governing documents) of each case, of the Company and its Subsidiaries and to the fullest extent permitted under applicable Law. In the DGCL and the DLLCA. Each D&O event of any such claim, action, suit, proceeding or investigation, (x) each Indemnified Party Individual will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each Buyer or the Company within ten (10) Business Days of Parent and the Surviving Company, jointly and severally, upon receipt by Parent or the Surviving Company Buyer from the D&O Indemnified Party Individual of a request therefor; provided that , (y) neither Buyer nor the Company shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and 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 (z) the Buyer and Company shall cooperate in the defense of any such person to whom expenses are advanced provides an undertaking to Parent, to the extent then required by the DGCL and the DLLCA, to repay such advances if it is ultimately determined that such person is not entitled to indemnificationmatter.