Common use of Indemnification of Officers and Directors Clause in Contracts

Indemnification of Officers and Directors. (a) From and after the Effective Time, NetStaff shall, to the fullest extent authorized by the DGCL, NYBCL or any other applicable law as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits NetStaff to provide broader indemnification rights than such law permitted NetStaff to provide prior to such amendment), indemnify all directors and officers of MAT as of the Closing against any liability or losses (including reasonable attorney's fees and costs for counsel who are reasonably acceptable to NetStaff) any of them may incur from any action, proceeding or investigation brought against such individuals by existing stockholders and option holders of MAT immediately prior to the Merger as a result of the Merger, or any of the transactions contemplated by this Agreement. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by NetStaff any expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if so required by the DGCL, NYBCL or such other applicable laws, such advance shall be made only upon delivery to NetStaff of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 5.4 or otherwise. NetStaff shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). NetStaff shall not be obligated pursuant to this Section 5.4 to pay the fees and disbursements of more than one counsel for all officers and directors in any single action, except to the extent that, in the opinion of counsel for the officers and directors, two or more of such officers and directors have conflicting interests in the outcome of such action, or one or more of such officers and directors and NetStaff have conflicting interests in the outcome of such action.

Indemnification of Officers and Directors. (a) From The Articles of Incorporation and Bylaws of the Surviving Corporation shall contain at the Effective Time the provisions with respect to indemnification and exculpation of present and former officers, directors and employees of Target Corporation (the "Indemnified Personnel") set forth in the Articles of Incorporation and Bylaws of the Surviving Corporation attached as Exhibit B and Exhibit C, respectively, which provisions shall not be amended, repealed or otherwise modified for a period of four (4) years after the Effective Time, NetStaff shall, to Time in any manner that would adversely affect the fullest extent authorized by the DGCL, NYBCL or rights thereunder of persons who at any other applicable law as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits NetStaff to provide broader indemnification rights than such law permitted NetStaff to provide prior to such amendment), indemnify all directors and officers of MAT as of the Closing against any liability or losses (including reasonable attorney's fees and costs for counsel who are reasonably acceptable to NetStaff) any of them may incur from any action, proceeding or investigation brought against such individuals by existing stockholders and option holders of MAT immediately time prior to the Merger Effective Time were identified as a result prospective indemnitees under the Articles of Incorporation or Bylaws of Target Corporation in respect of actions or omissions occurring at or prior to the MergerEffective Time (including, or any of without limitation, the transactions contemplated by this Agreement. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by NetStaff any expenses incurred in defending any ), unless such proceeding in advance of its final disposition; provided, however, that, if so modification is required by applicable law (it being understood and agreed that the DGCL, NYBCL or Surviving Corporation's indemnification obligations shall continue indefinitely with respect to any indemnity claim for which notice is given within such other applicable laws, such advance shall be made only upon delivery to NetStaff of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 5.4 or otherwise. NetStaff shall not be liable for any settlement effected without its written consent four (which consent shall not be unreasonably withheld4) year period). NetStaff shall not be obligated pursuant to this Section 5.4 to pay the fees and disbursements of more than one counsel for all officers and directors in any single action, except In addition to the extent thatindemnification and exculpation obligations set forth in the Articles of Incorporation and Bylaws, in the opinion of event any claim, action, suit, proceeding or investigation is brought against any Indemnified Personnel (whether arising before or after the Effective Time), (i) the Indemnified Personnel may retain counsel for the officers satisfactory to such Indemnified Personnel and directorsSurviving Corporation, two or more and Surviving Corporation shall pay all reasonable fees and expenses of such officers counsel promptly as statements therefor are received and directors have conflicting interests otherwise advance to such Indemnified Personnel upon request reimbursement of reasonable documented expenses incurred, in either case, to fullest extent and in the outcome manner permitted by applicable law, and (ii) Surviving Corporation will use all reasonable efforts to assist in the vigorous defense of any such claim, action, suit, proceeding or one or more of investigation, including, but not limited to, making available its personnel, and provide such officers testimony and directors access to its books and NetStaff have conflicting interests in records as shall be reasonably necessary to such defense. Acquiring Corporation shall cause the outcome of Surviving Corporation to fulfill such actionindemnification and exculpation obligations.

Indemnification of Officers and Directors. (a) From and after the Effective Time, NetStaff shallXxxxxx agrees that it shall cause the Surviving Corporation to indemnify and hold harmless each present and former director, officer and employee of the Acquired Companies (a “D&O Indemnitee”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, investigation, or Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent authorized by that the DGCLAcquired Companies, NYBCL or any other applicable law as the same exists case may be, would have been permitted under or may hereafter required by Applicable Law and their respective certificates of incorporation, bylaws, indemnification agreements as in effect on the date of this Agreement and that in each case have been made available to Parent (an “Indemnification Agreement”) or other organizational documents of the Acquired Companies in effect on the date of this Agreement to indemnify such person. Subject to the terms of any applicable Indemnification Agreement, the Surviving Corporation shall have the right to control any Proceeding for which it is required to indemnify any D&O Indemnitee pursuant to the foregoing sentence (it being understood that, by electing to control the defense thereof, the Surviving Corporation, on behalf of itself and its Affiliates, will be amended (butdeemed to have waived any right to object to the D&O Indemnitee’s entitlement to indemnification hereunder with respect thereto). Each D&O Indemnitee will be entitled to retain his or her own counsel, in whether or not the case Surviving Corporation elects to control the defense of any such amendment, only Proceeding. Parent also agrees to cause the Surviving Corporation to promptly advance reasonable and documented out-of-pocket expenses as incurred by each D&O Indemnitee to the fullest extent that such amendment permits NetStaff to provide broader indemnification rights than such law permitted NetStaff to provide prior to such amendment)under or required by Applicable Law and their respective certificates of incorporation, indemnify all directors and officers of MAT as bylaws, Indemnification Agreements or other organizational documents of the Closing against any liability or losses (including reasonable attorney's fees Acquired Companies in effect on the date of this Agreement and costs for counsel who are reasonably acceptable made available to NetStaff) any of them may incur from any action, proceeding or investigation brought against such individuals by existing stockholders and option holders of MAT immediately Parent prior to the Merger as date hereof upon receipt of a result of the Merger, or any of the transactions contemplated written undertaking by this Agreement. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by NetStaff any expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if so required by the DGCL, NYBCL or such other applicable laws, such advance shall be made only upon delivery to NetStaff of an undertaking, by Person or on such Person’s behalf of such director or officer, to repay all amounts so advanced the amount paid or reimbursed if it shall is ultimately be determined that such director or officer Person is not entitled permitted to be indemnified under Applicable Law, organizational documents of the Acquired Companies or Indemnification Agreement. Without limiting the foregoing, Parent shall cause the Surviving Corporation (i) to maintain for a period of not less than six (6) years from the Effective Time provisions in the Acquired Companies’ respective certificates of incorporation, bylaws and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the D&O Indemnitees that are no less favorable to those Persons than the provisions of Applicable Law and the certificates of incorporation, bylaws, Indemnification Agreements, and other organizational documents of the Acquired Companies, as applicable, in each case, as of the date of this Section 5.4 Agreement and (ii) not to amend, repeal or otherwise. NetStaff shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). NetStaff shall not be obligated pursuant to this Section 5.4 to pay the fees and disbursements of more than one counsel for all officers and directors otherwise modify such provisions in any single actionrespect that would adversely affect the rights of those Persons thereunder, in each case, except to the extent that, in the opinion of counsel for the officers and directors, two or more of such officers and directors have conflicting interests in the outcome of such action, or one or more of such officers and directors and NetStaff have conflicting interests in the outcome of such actionas required by Applicable Law.

Indemnification of Officers and Directors. (a) From Packaging and after the Effective Time, NetStaff Tenneco shall, to the fullest extent authorized permitted by law, indemnify, defend and save harmless the persons who were officers and directors of Tenneco Inc., immediately prior to the Distribution Date, from and against any and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the DGCL, NYBCL indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other applicable law as rights. To the same exists extent that an officer or may hereafter director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be amended (but, in the case of any such amendment, only required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such amendment permits NetStaff liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven years and provide broader indemnification rights than such law permitted NetStaff to provide prior to such amendment), indemnify all directors and officers of MAT as of the Closing against any liability or losses (including reasonable attorney's fees and costs coverage for counsel who are reasonably acceptable to NetStaff) any of them may incur from any action, proceeding or investigation brought against such individuals by existing stockholders and option holders of MAT immediately acts prior to the Merger as a result Distribution by directors and officers. Notwithstanding the provisions of Section 9.12 hereof, the Merger, or any of the transactions contemplated by this Agreement. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by NetStaff any expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if so required by the DGCL, NYBCL or such other applicable laws, such advance shall be made only upon delivery to NetStaff of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 5.4 or otherwise. NetStaff shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). NetStaff shall not be obligated pursuant to this Section 5.4 to pay the fees and disbursements of more than one counsel for all officers and directors in any single action, except covered by this Section 8.01 shall be and shall be deemed to the extent that, in the opinion be beneficiaries of counsel for the officers this Article VIII and directors, two shall be entitled to enforce their rights hereunder through legal action or more of such officers and directors have conflicting interests in the outcome of such action, or one or more of such officers and directors and NetStaff have conflicting interests in the outcome of such actionotherwise.

Indemnification of Officers and Directors. (a) From Packaging and after the Effective Time, NetStaff Tenneco shall, to the fullest extent authorized permitted by law, indemnify, defend and save harmless the persons who were officers and directors of Tenneco Inc., immediately prior to the Distribution Date, from and against any and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the DGCL, NYBCL indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other applicable law as rights. To the same exists extent that an officer or may hereafter director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be amended (but, in the case of any such amendment, only required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such amendment permits NetStaff liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven years and provide broader indemnification rights than such law permitted NetStaff to provide prior to such amendment), indemnify all directors and officers of MAT as of the Closing against any liability or losses (including reasonable attorney's fees and costs coverage for counsel who are reasonably acceptable to NetStaff) any of them may incur from any action, proceeding or investigation brought against such individuals by existing stockholders and option holders of MAT immediately acts prior to the Merger as a result distribution by directors and officers. Notwithstanding the provisions of Section 9.12 hereof, the Merger, or any of the transactions contemplated by this Agreement. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by NetStaff any expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if so required by the DGCL, NYBCL or such other applicable laws, such advance shall be made only upon delivery to NetStaff of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 5.4 or otherwise. NetStaff shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). NetStaff shall not be obligated pursuant to this Section 5.4 to pay the fees and disbursements of more than one counsel for all officers and directors in any single action, except covered by this Section 8.01 shall be and shall be deemed to the extent that, in the opinion be beneficiaries of counsel for the officers this Article VIII and directors, two shall be entitled to enforce their rights hereunder through legal action or more of such officers and directors have conflicting interests in the outcome of such action, or one or more of such officers and directors and NetStaff have conflicting interests in the outcome of such actionotherwise.

Indemnification of Officers and Directors. If the Closing occurs, the Parties agree, to the extent permitted by applicable Law, that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of the Companies, Parent or Merger Subs and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of each Company, Parent or Merger Subs (athe “D&O Indemnified Parties”) From as provided in their respective Governing Documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Party and after the Companies, Parent or Merger Subs, in each case as in effect on the date of this Agreement, shall survive the Mergers and continue in full force and effect. For a period of six (6) years commencing at the Effective Time, NetStaff shallParent shall cause the Governing Documents of Parent and the Surviving Companies to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Parties than are set forth as of the date of this Agreement in the Governing Documents of Parent and the Surviving Companies, respectively, to the fullest extent authorized permitted by applicable Law, and during such six-year period such provision shall not be repealed, amended or otherwise modified in any manner that would materially and adversely affect the DGCL, NYBCL or any other applicable law as the same exists or may hereafter be amended (but, in the case rights thereunder of any such amendment, only to the extent that such amendment permits NetStaff to provide broader indemnification rights than such law permitted NetStaff to provide prior to such amendment), indemnify all directors and officers of MAT as of the Closing against any liability or losses (including reasonable attorney's fees and costs for counsel who are reasonably acceptable to NetStaff) any of them may incur from any action, proceeding or investigation brought against such individuals by existing stockholders and option holders of MAT immediately prior to the Merger as a result of the Merger, or any of the transactions contemplated D&O Indemnified Parties, except as required by this Agreementapplicable Law. The right obligations of Parties under this Section 9.01 shall not be terminated or modified in such a manner as to indemnification conferred adversely affect any D&O Indemnified Parties to whom this Section 9.01 applies without the consent of such affected any D&O Indemnified Parties (it being expressly agreed that the any D&O Indemnified Parties to whom this Section 9.01 applies shall be intended third-party beneficiaries of this Section 9.01). If the Closing occurs, Parent shall pay or cause the Surviving Companies to pay all expenses to any D&O Indemnified Parties incurred in successfully enforcing the indemnity or other obligations provided for in this Section 9.01. Notwithstanding the foregoing, all rights to indemnification or advancement of expenses in respect of any pending or asserted Legal Proceeding or any claim made within such period shall be a contract right and shall include continue until the right to be paid by NetStaff any expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if so required by the DGCL, NYBCL or such other applicable laws, such advance shall be made only upon delivery to NetStaff of an undertaking, by or on behalf disposition of such director Legal Proceeding or officer, to repay all amounts so advanced if it resolution of such claim. The Parties shall ultimately be determined that such director or officer is not entitled to be indemnified have any obligation under this Section 5.4 or otherwise. NetStaff 9.01 to any D&O Indemnified Party when and if a court of competent jurisdiction shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). NetStaff shall not be obligated pursuant to this Section 5.4 to pay the fees and disbursements of more than one counsel for all officers and directors in any single action, except to the extent thatdetermine, in a final, non-appealable judgement, that the opinion of counsel for the officers and directors, two or more indemnification of such officers and directors have conflicting interests D&O Indemnified Party in the outcome of such action, or one or more of such officers and directors and NetStaff have conflicting interests in the outcome of such actionmanner contemplated hereby is prohibited by applicable Law.

Indemnification of Officers and Directors. (a) From and after the Effective Time, NetStaff Radiance shall, to the fullest extent authorized by the DGCL, NYBCL DGCL or any other applicable law as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits NetStaff Radiance to provide broader indemnification rights than such law permitted NetStaff Radiance to provide prior to such amendment), indemnify all directors and officers of MAT Endologix as of the Closing against any liability or losses (including reasonable attorney's fees and costs for counsel who are reasonably acceptable to NetStaffRadiance) any of them may incur from any action, proceeding or investigation brought against such individuals by existing stockholders and option holders of MAT Endologix immediately prior to the Merger as a result of the Merger, or any of the transactions contemplated by this Agreement. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by NetStaff Radiance any expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if so required by the DGCL, NYBCL or such other applicable laws, such advance shall be made only upon delivery to NetStaff Radiance of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 5.4 6.9 or otherwise. NetStaff Radiance shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). NetStaff Radiance shall not be obligated pursuant to this Section 5.4 6.9 to pay the fees and disbursements of more than one counsel for all officers and directors in any single action, except to the extent that, in the opinion of counsel for the officers and directors, two or more of such officers and directors have conflicting interests in the outcome of such action, or one or more of such officers and directors and NetStaff Radiance have conflicting interests in the outcome of such action. Radiance may obtain directors' and officers' liability insurance covering its obligations under this Section 6.9.

Indemnification of Officers and Directors. (a) From and after the Effective Time, NetStaff CVD shall, to the fullest extent authorized by the DGCL, NYBCL DGCL or any other applicable law as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits NetStaff CVD to provide broader indemnification rights than such law permitted NetStaff CVD to provide prior to such amendment), indemnify all directors and officers of MAT Radiance as of the Closing against any liability or losses (including reasonable attorney's fees and costs for counsel who are reasonably acceptable to NetStaffCVD) any of them may incur from any action, proceeding or investigation brought against such individuals by existing stockholders and option holders of MAT Radiance immediately prior to the Merger as a result of the Merger, or any of the transactions contemplated by this Agreement. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by NetStaff CVD any expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if so required by the DGCL, NYBCL or such other applicable laws, such advance shall be made only upon delivery to NetStaff CVD of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 5.4 6.11 or otherwise. NetStaff CVD shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). NetStaff CVD shall not be obligated pursuant to this Section 5.4 6.11 to pay the fees and disbursements of more than one counsel for all officers and directors in any single action, except to the extent that, in the opinion of counsel for the officers and directors, two or more of such officers and directors have conflicting interests in the outcome of such action, or one or more of such officers and directors and NetStaff CVD have conflicting interests in the outcome of such action. CVD may obtain directors' and officers' liability insurance covering its obligations under this Section 6.11.

Indemnification of Officers and Directors. For a period of six years following the Closing, Purchaser will cause the Company and its Subsidiaries to continue to indemnify and hold harmless each present and former director and officer of the Company or any of its Subsidiaries against any and all liabilities incurred in connection with any Action (a) From as defined in Section 7.4), whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring on or prior to the Closing Date and arising by reason of their service as officers or directors of the Company, or any of its Subsidiaries, whether asserted or claimed prior to or after the Effective Time, NetStaff shallClosing, to the fullest extent authorized by that the DGCLCompany would have been required under the Company’s charter and the Company’s bylaws, NYBCL and organizational or any other applicable law constitutional documents of the Company’s Subsidiaries, as the same exists or may hereafter be amended (butapplicable, in effect on the case date hereof (collectively, “Indemnification Documents”), (including the advancing of any such amendment, only expenses as incurred to the fullest extent called for under the Indemnification Documents). Purchaser shall not, and shall cause the Company not to, amend the Company’s certificate of incorporation and bylaws, or applicable organizational documents of the Company’s Subsidiaries, in a manner that such amendment permits NetStaff to provide broader indemnification rights than such law permitted NetStaff to provide prior to such amendment), indemnify all directors would prevent the Company or its Subsidiaries from performing their obligations under this Section 4.14 unless proper provision shall be made so that the present and former officers of MAT as of the Closing against any liability or losses (including reasonable attorney's fees and costs for counsel who are reasonably acceptable to NetStaff) any of them may incur from any action, proceeding or investigation brought against such individuals by existing stockholders and option holders of MAT immediately prior to the Merger as a result of the Merger, Company or any of the transactions contemplated by this Agreement. The right its Subsidiaries are afforded protections equivalent to indemnification conferred those provided in this Section 4.14. Purchaser will cause the Company to maintain a directors’ and officers’ insurance policy covering the foregoing indemnification obligations in amounts no less than the Company’s existing directors’ and officers’ liability insurance policy; provided that in no event shall Purchaser, the Company and their affiliates be a contract right and shall include required to pay for such coverage an aggregate of more than 1.25 times the right to be 2007 premium paid by NetStaff the Company for such insurance, unless Seller agrees to reimburse Purchaser for the cost of such excessive premium cost. In the event that the Company or its Subsidiaries, or their respective successors or assigns, consolidates with or merges into any expenses incurred in defending any other person and is not the continuing or surviving corporation or entity of such proceeding in advance consolidation or merger or transfers or conveys all or a majority of its final disposition; providedproperties and assets to any person, however, that, if so required by the DGCL, NYBCL or such other applicable laws, such advance then proper provision shall be made only upon delivery so that the successors and assigns of the Company or a Subsidiary shall succeed to NetStaff of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under the obligations set forth in this Section 5.4 or otherwise. NetStaff shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). NetStaff shall not be obligated pursuant to this Section 5.4 to pay the fees and disbursements of more than one counsel for all officers and directors in any single action, except to the extent that, in the opinion of counsel for the officers and directors, two or more of such officers and directors have conflicting interests in the outcome of such action, or one or more of such officers and directors and NetStaff have conflicting interests in the outcome of such action4.14.

Indemnification of Officers and Directors. For a period of six (a6) From and years after the Effective TimeClosing, NetStaff shallthe Constituent Documents of each of the Conveyed Companies shall contain provisions no less favorable with respect to indemnification of Conveyed Company Covered Persons in their respective capacities as such than are set forth in such documents immediately prior to the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years after the Closing in any manner that would adversely affect the rights thereunder of individuals who at or prior to the Closing were present or former individual managers, members, directors, officers, employees or, to the fullest extent authorized covered by Seller’s directors’ and officers’ liability insurance, agents of the DGCL, NYBCL or any other applicable law as the same exists or may hereafter be amended (butConveyed Companies and, in each of the case of any foregoing cases, who is a natural person (each, together with such amendmentPersons heirs, only executors or administrators, a “Conveyed Company Covered Person”) relating to service in such capacities prior to the extent that such amendment permits NetStaff to provide broader indemnification rights than such law permitted NetStaff to provide Closing. At or prior to such amendment)the Closing, indemnify Purchaser shall obtain directors’ and officers’ liability, employment practices liability and fiduciary liability insurance coverage for all directors Conveyed Entity Covered Persons that covers on a primary basis acts or omissions occurring prior to the Closing (including, with respect to acts or omissions occurring in connection with this Agreement and officers of MAT as the consummation of the Closing against any liability or losses transactions contemplated hereby) with a coverage limit of $20 million and other terms (including reasonable attorney's fees and costs for counsel who coverage period, retention or deductible amounts) as are reasonably acceptable to NetStaff) Seller. One-half of the cost of any of them may incur from any action, proceeding or investigation brought against premiums for such individuals by existing stockholders and option holders of MAT immediately prior to the Merger policy 119 shall be treated as a result transaction expense payable by the Seller. For the avoidance of doubt, any such prepaid insurance shall not be included as a current asset for purposes of calculating the Final Closing Working Capital. The rights of each Conveyed Company Covered Person hereunder shall be in addition to, and not in limitation of, any other rights such Conveyed Company Covered Person may have under the Constituent Documents of each of the MergerConveyed Companies, any other indemnification arrangement (unless such indemnification arrangement materially increases such Person’s rights to indemnification beyond such Person’s rights pursuant to such Constituent Documents and is not set forth on Schedule 5.12 of the Seller Disclosure Letter), applicable Laws or any otherwise. The provisions of this Section 5.12 shall survive the consummation of the transactions contemplated by this Agreementhereby and are expressly intended to benefit each Conveyed Company Covered Person. The right to indemnification conferred This Section 5.12 shall in this Section shall be a contract right and shall include no event limit Purchaser’s or the right to be paid by NetStaff any expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if so required by the DGCL, NYBCL or such other applicable laws, such advance shall be made only upon delivery to NetStaff of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 5.4 or otherwise. NetStaff shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). NetStaff shall not be obligated pursuant to this Section 5.4 to pay the fees and disbursements of more than one counsel for all officers and directors in any single action, except to the extent that, in the opinion of counsel for the officers and directors, two or more of such officers and directors have conflicting interests in the outcome of such actionPurchaser Indemnitees’ rights, or one Seller’s obligations, under Section 7.6 or more of such officers Article VIII, and directors and NetStaff have conflicting interests in the outcome of such actionindemnification amounts paid or advanced by Purchaser or its Affiliates to Conveyed Company Covered Persons may be Losses for purposes thereof.

Indemnification of Officers and Directors. (a) From Packaging and after the Effective Time, NetStaff Tenneco shall, to the fullest extent authorized permitted by law, indemnify, defend and save harmless the persons who were officers and directors of Tenneco Inc., immediately prior to the Distribution Date, from and against any and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the DGCL, NYBCL indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other applicable law as rights. To the same exists extent that an officer or may hereafter director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be amended (but, in the case of any such amendment, only required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such amendment permits NetStaff liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of ten years and provide broader indemnification rights than such law permitted NetStaff to provide prior to such amendment), indemnify all directors and officers of MAT as of the Closing against any liability or losses (including reasonable attorney's fees and costs coverage for counsel who are reasonably acceptable to NetStaff) any of them may incur from any action, proceeding or investigation brought against such individuals by existing stockholders and option holders of MAT immediately acts prior to the Merger as a result Distribution by directors and officers. Notwithstanding the provisions of Section 9.12 hereof, the Merger, or any of the transactions contemplated by this Agreement. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by NetStaff any expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if so required by the DGCL, NYBCL or such other applicable laws, such advance shall be made only upon delivery to NetStaff of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 5.4 or otherwise. NetStaff shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). NetStaff shall not be obligated pursuant to this Section 5.4 to pay the fees and disbursements of more than one counsel for all officers and directors in any single action, except covered by this Section 8.01 shall be and shall be deemed to the extent that, in the opinion be beneficiaries of counsel for the officers this Article VIII and directors, two shall be entitled to enforce their rights hereunder through legal action or more of such officers and directors have conflicting interests in the outcome of such action, or one or more of such officers and directors and NetStaff have conflicting interests in the outcome of such actionotherwise.

Indemnification of Officers and Directors. (a) All rights to indemnification, advancement of expenses and exculpation by the Company existing as of the Agreement Date in favor of those Persons who are directors and officers of the Company as of the Agreement Date or have been directors and officers of the Company in the past (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, including in respect of the Transactions, as provided in the certificate of incorporation and bylaws of the Company (as in effect as of the Agreement Date) and as provided in the indemnification agreements between the Company and said Indemnified Persons set forth on Section 7.4(a) of the Company Disclosure Schedule shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of such Indemnified Persons, and shall be observed by Parent, the Surviving Corporation and their successors and assigns to the fullest extent available under Delaware Law for a period of six (6) years from the Effective Time, and any claim made pursuant to such rights within such six (6) year period shall continue to be subject to this Section 7.4(a) and the rights provided under this Section 7.4(a) until disposition of such claim. (b) From and after the Effective TimeTime until the sixth (6th) anniversary of the date on which the Effective Time occurs, NetStaff Parent and the Surviving Corporation (together with their successors and assigns, the “Indemnifying Parties”) shall, to the fullest extent authorized by permitted under applicable Laws and the DGCL, NYBCL or any other applicable law certificate of incorporation and bylaws of the Company (as in effect as of the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits NetStaff to provide broader indemnification rights than such law permitted NetStaff to provide prior to such amendmentAgreement Date), indemnify and hold harmless each Indemnified Person in his or her capacity as an officer or director of the Company against all directors losses, claims, damages, liabilities (including amounts paid in settlement or compromise), fees, expenses, judgments or fines incurred by such Indemnified Person as an officer or director of the Company in connection with any pending or threatened Legal Proceeding based on or arising out of, in whole or in part, the fact that such Indemnified Person is or was a director or officer of the Company at or prior to the Effective Time and officers pertaining to any and all matters pending, existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including any such matter arising under any claim with respect to the Transactions. Without limiting the foregoing, from the Effective Time until the sixth (6th) anniversary of MAT the date on which the Effective Time occurs, the Indemnifying Parties shall also, to the fullest extent permitted under applicable Laws and the certificate of incorporation and bylaws of the Company (as in effect as of the Closing against any liability or losses Agreement Date), advance reasonable and documented out-of-pocket costs and expenses (including reasonable attorney's fees and costs documented attorneys’ fees) incurred by the Indemnified Persons in connection with matters for counsel who which such Indemnified Persons are reasonably acceptable eligible to NetStaff) any of them may incur from any actionbe indemnified pursuant to this Section 7.4(b), proceeding or investigation brought against such individuals by existing stockholders and option holders of MAT immediately prior subject to the Merger as a result execution by such Indemnified Persons of appropriate undertakings in favor of the Merger, or any of the transactions contemplated by this Agreement. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by NetStaff any expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if so required by the DGCL, NYBCL or such other applicable laws, such advance shall be made only upon delivery to NetStaff of an undertaking, by or on behalf of such director or officer, Indemnifying Parties to repay all amounts so such advanced costs and expenses if it shall is ultimately be determined in a final and non-appealable judgment of a court of competent jurisdiction that such director or officer Indemnified Person is not entitled to be indemnified under this Section 5.4 7.4(b). (c) From the Effective Time until the sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall maintain, and Parent shall cause the Surviving Corporation to maintain, in effect, a directors’ and officers’ liability insurance, providing coverage no less favorable to the insureds than the policy maintained by the Company as of the Agreement Date, for the benefit of the Indemnified Persons who are currently covered by such existing policy with respect to their acts and omissions occurring prior to the Effective Time in their capacities as directors and officers of the Company (as applicable), including terms with respect to coverage, deductibles and amounts no less favorable than the currently existing policy, or, at or otherwise. NetStaff shall prior to the Effective Time, Parent or the Company may (through a nationally recognized insurance broker approved by Parent (such approval not be liable for any settlement effected without its written consent (which consent shall not to be unreasonably withheld, conditioned or delayed). NetStaff shall not be obligated pursuant to this Section 5.4 to pay the fees and disbursements of more than one counsel for all officers and directors in any single action, except to the extent that, in the opinion of counsel ) purchase a six (6)-year “tail” policy for the officers existing policy effective as of the Effective Time and directorsif such “tail policy” has been obtained, two or more of such officers and directors have conflicting interests in the outcome of such action, or one or more of such officers and directors and NetStaff have conflicting interests in the outcome of such action.it shall be deemed to satisfy all obligations to

Indemnification of Officers and Directors. For a period of six (a6) From and years after the Effective TimeClosing, NetStaff shallthe Constituent Documents of each of the Conveyed Companies shall contain provisions no less favorable with respect to indemnification of Conveyed Company Covered Persons in their respective capacities as such than are set forth in such documents immediately prior to the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years after the Closing in any manner that would adversely affect the rights thereunder of individuals who at or prior to the Closing were present or former individual managers, members, directors, officers, employees or, to the fullest extent authorized covered by Seller’s directors’ and officers’ liability insurance, agents of the DGCL, NYBCL or any other applicable law as the same exists or may hereafter be amended (butConveyed Companies and, in each of the case of any foregoing cases, who is a natural person (each, together with such amendmentPersons heirs, only executors or administrators, a “Conveyed Company Covered Person”) relating to service in such capacities prior to the extent that such amendment permits NetStaff to provide broader indemnification rights than such law permitted NetStaff to provide Closing. At or prior to such amendment)the Closing, indemnify Purchaser shall obtain directors’ and officers’ liability, employment practices liability and fiduciary liability insurance coverage for all directors Conveyed Entity Covered Persons that covers on a primary basis acts or omissions occurring prior to the Closing (including, with respect to acts or omissions occurring in connection with this Agreement and officers of MAT as the consummation of the Closing against any liability or losses transactions contemplated hereby) with a coverage limit of $20 million and other terms (including reasonable attorney's fees and costs for counsel who coverage period, retention or deductible amounts) as are reasonably acceptable to NetStaff) Seller. One-half of the cost of any of them may incur from any action, proceeding or investigation brought against premiums for such individuals by existing stockholders and option holders of MAT immediately prior to the Merger policy shall be treated as a result transaction expense payable by the Seller. For the avoidance of doubt, any such prepaid insurance shall not be included as a current asset for purposes of calculating the Final Closing Working Capital. The rights of each Conveyed Company Covered Person hereunder shall be in addition to, and not in limitation of, any other rights such Conveyed Company Covered Person may have under the Constituent Documents of each of the MergerConveyed Companies, any other indemnification arrangement (unless such indemnification arrangement materially increases such Person’s rights to indemnification beyond such Person’s rights pursuant to such Constituent Documents and is not set forth on Schedule 5.12 of the Seller Disclosure Letter), applicable Laws or any otherwise. The provisions of this Section 5.12 shall survive the consummation of the transactions contemplated by this Agreementhereby and are expressly intended to benefit each Conveyed Company Covered Person. The right to indemnification conferred This Section 5.12 shall in this Section shall be a contract right and shall include no event limit Purchaser’s or the right to be paid by NetStaff any expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if so required by the DGCL, NYBCL or such other applicable laws, such advance shall be made only upon delivery to NetStaff of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 5.4 or otherwise. NetStaff shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). NetStaff shall not be obligated pursuant to this Section 5.4 to pay the fees and disbursements of more than one counsel for all officers and directors in any single action, except to the extent that, in the opinion of counsel for the officers and directors, two or more of such officers and directors have conflicting interests in the outcome of such actionPurchaser Indemnitees’ rights, or one Seller’s obligations, under Section 7.6 or more of such officers Article VIII, and directors and NetStaff have conflicting interests in the outcome of such actionindemnification amounts paid or advanced by Purchaser or its Affiliates to Conveyed Company Covered Persons may be Losses for purposes thereof.

Indemnification of Officers and Directors. All rights to indemnification by the Company and its Subsidiaries existing in favor of those Persons who are directors and officers of the Company or its Subsidiaries as of the date of this Agreement (athe “D&O Indemnified Persons”) From for their acts and after omissions occurring prior to the Effective Time, NetStaff shallas provided in the Organizational Documents or the Subsidiary Organizational Documents (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company or its Subsidiaries disclosed on the Disclosure Schedule and such D&O Indemnified Persons (as in effect as of the date of this Agreement), shall survive the Merger and shall be observed by the Surviving Corporation and its Subsidiaries to the fullest extent authorized by available under applicable Law, and any claim made requesting indemnification pursuant to such indemnification rights shall continue to be subject to this Section 5.15 and the DGCL, NYBCL or any other applicable law as the same exists or may hereafter be amended (but, in the case indemnification rights provided under this Section 5.15 until disposition of any such amendment, only to claim. To the extent that such amendment permits NetStaff to provide broader indemnification rights than such law permitted NetStaff to provide prior to such amendment)the Surviving Corporation and its Subsidiaries do not indemnify the D&O Indemnified Persons as provided above, the Buyer shall so indemnify all directors and officers of MAT as of the Closing against any liability or losses (including reasonable attorney's fees and costs for counsel who are reasonably acceptable to NetStaff) any of them may incur from any action, proceeding or investigation brought against such individuals by existing stockholders and option holders of MAT immediately prior to the Merger as a result of the Merger, or any of the transactions contemplated by this Agreement. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by NetStaff any expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if so required by the DGCL, NYBCL or such other applicable laws, such advance shall be made only upon delivery to NetStaff of an undertaking, by or D&O Indemnified Persons on behalf of such director or officer, to repay all amounts so advanced if it the Surviving Corporation and its Subsidiaries. The provisions of this Section 5.15 shall ultimately be determined that such director or officer is not entitled survive the consummation of the Merger and are (i) intended to be indemnified under this Section 5.4 for the benefit of, and will be enforceable by, each of the D&O Indemnified Persons and their successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such D&O Indemnified Person may have by contract or otherwise. NetStaff shall This Section 5.15 may not be liable for any settlement effected amended, altered or repealed after the Effective Time without its the prior written consent (which consent shall not be unreasonably withheld). NetStaff shall not be obligated pursuant to this Section 5.4 to pay of the fees and disbursements of more than one counsel for all officers and directors in any single action, except to the extent that, in the opinion of counsel for the officers and directors, two or more of such officers and directors have conflicting interests in the outcome of such action, or one or more of such officers and directors and NetStaff have conflicting interests in the outcome of such actionaffected D&O Indemnified Person.

Indemnification of Officers and Directors. (a) From For a period of six years following the Closing, Parent will cause the Company and its Subsidiaries to, and the Company and its Subsidiaries will, continue to indemnify and hold harmless each present and former director and officer of the Company or any of its Subsidiaries against any Liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring on or prior to the Closing, whether asserted or claimed prior to, on or after the Effective Time, NetStaff shallClosing, to the fullest extent authorized by that the DGCLCompany would have been permitted under the DGCL or other Applicable Law, NYBCL the Company Charter and Company Bylaws and organizational or any other applicable law constitutional documents of the Company’s Subsidiaries, as the same exists or may hereafter be amended (butapplicable, in effect on the case date hereof and in accordance with indemnification agreements set forth on Section 5.12 of any such amendment, only to the extent that such amendment permits NetStaff to provide broader indemnification rights than such law permitted NetStaff to provide prior to such amendment), indemnify all Disclosure Schedule between the Company and its Subsidiaries and their current and former directors and officers in effect on the date hereof, to indemnify such person (including the advancing of MAT expenses as incurred to the fullest extent permitted under Applicable Law). Parent shall not, and shall cause the Surviving Corporation not to, amend the Company Charter, Company By-Laws or applicable organizational documents of the Closing against any Company’s Subsidiaries in a manner that would prevent the Surviving Corporation or its Subsidiaries from performing their obligations under this Section 5.12. The Company will, with Parent’s prior written consent, such consent not to be unreasonably withheld, purchase a six (6) year extended reporting period endorsement (“reporting tail coverage”) under the Company’s existing directors’ and officers’ liability insurance policy, or losses (including reasonable attorney's fees and costs for counsel who are reasonably acceptable a substantially similar policy, with respect to NetStaff) any of them may incur claims arising from any action, proceeding facts or investigation brought against such individuals by existing stockholders and option holders of MAT immediately events that occurred on or prior to the Merger as a result Effective Time. In the event that the Surviving Corporation or its Subsidiaries, or their respective successors or assigns (with respect to substantially all of the Merger, or any assets of the transactions contemplated by this Agreement. The right Surviving Corporation or a Subsidiary) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or a majority of its properties and assets to indemnification conferred any Person, then proper provision shall be made so that the successors and assigns (with respect to substantially all of the assets of the Surviving Corporation or a Subsidiary) of the Surviving Corporation or a Subsidiary shall succeed to the obligations set forth in this Section shall be a contract right and shall include the right to be paid by NetStaff any expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if so required by the DGCL, NYBCL or such other applicable laws, such advance shall be made only upon delivery to NetStaff of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 5.4 or otherwise. NetStaff shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). NetStaff shall not be obligated pursuant to this Section 5.4 to pay the fees and disbursements of more than one counsel for all officers and directors in any single action, except to the extent that, in the opinion of counsel for the officers and directors, two or more of such officers and directors have conflicting interests in the outcome of such action, or one or more of such officers and directors and NetStaff have conflicting interests in the outcome of such action5.12.

Indemnification of Officers and Directors. (a) From CFC covenants and after agrees that it will cause each person who is an officer or director of Citrus (an "Indemnitee") on the Effective TimeClosing Date to be indemnified for any costs and expenses (including reasonable attorneys' fees), NetStaff shalljudgments, fines, losses, claims, damages or liabilities (collectively, "Costs") arising out of such person's service as an officer or director of Citrus to the fullest extent authorized by the DGCL, NYBCL or any other to which such indemnification is permitted under applicable law and the Articles of Incorporation and Bylaws of Citrus in effect on the date hereof (except that this provision shall not be construed so as to cause CFC or Citrus to violate applicable law). Except for expenses associated with claims described in the same exists or may hereafter be amended (butimmediately succeeding sentence and except for, in the case particular, expenses associated with any claims or threatened or actual litigation between Indemnitees and CFC, CFC, upon request of any such amendmentIndemnitees, shall advance expenses in connection with such indemnification, provided that such advancement need be made if and only to the extent that such amendment permits NetStaff to provide broader indemnification rights than such law permitted NetStaff to provide prior to such amendment), indemnify all directors and officers of MAT as of the Closing against any liability or losses (including reasonable attorney's fees and costs for counsel who are reasonably acceptable to NetStaff) any of them may incur from any action, proceeding or investigation brought against such individuals by existing stockholders and option holders of MAT immediately prior advancement would have been proper under applicable law. Notwithstanding anything to the Merger as a result contrary herein, this indemnification shall not extend to claims against an Indemnitee by CFC. The provisions of this Section X shall survive the Merger, or any closing and shall be enforceable directly by each officer and director of the transactions contemplated Citrus benefited by this Agreement. The right Section X. (b) Any Indemnitee wishing to claim indemnification conferred in under this Section X, upon learning of such claims or liabilities, shall be promptly notify CFC thereof; provided, that the failure so to notify shall not affect the obligations of CFC hereunder unless such failure materially increases CFC's liability hereunder. In the event of any litigation giving rise to a contract right and claim hereunder, (i) CFC shall include have the right to be paid by NetStaff any assume the defense thereof, if it so elects, and CFC shall pay all reasonable fees and expenses incurred in defending any such proceeding in advance of its final dispositioncounsel for the Indemnitees promptly as statements therefor are received; provided, however, that, if so required by the DGCL, NYBCL or such other applicable laws, such advance that CFC shall be made only upon delivery obligated pursuant to NetStaff of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 5.4 to pay for only one firm of counsel for all Indemnitees in any jurisdiction for any single action, suit or otherwise. NetStaff proceeding or any group of actions, suits or proceedings arising out of or related to a common body of facts, (ii) the Indemnitees shall cooperate in the defense of any such matter, (iii) CFC shall not be liable for any settlement effected without its prior written consent and (which consent iv) CFC shall not be unreasonably withheld). NetStaff shall not be obligated pursuant to this Section 5.4 to pay the fees and disbursements of more than one counsel for all officers and directors in any single action, except to the extent that, have no obligation hereunder in the opinion event a Federal banking agency or a court of counsel for the officers competent jurisdiction shall ultimately determine, and directorssuch determination shall have become final and nonappealable, two or more that indemnification of such officers and directors have conflicting interests an Indemnitee in the outcome of such action, or one or more of such officers and directors and NetStaff have conflicting interests in the outcome of such actionmanner contemplated hereby is prohibited by applicable law. 10.3.