Common use of Contractual Indemnification Clause in Contracts

Contractual Indemnification. In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, administrative or criminal, including, without limitation, any such claim, action, suit, proceeding or investigation in which any Person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director or officer of Safety Fund or any Safety Fund Subsidiary (the "Indemnified Parties") is, or is threatened to be, made a party, based in whole --------------------- or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their reasonable efforts to defend against and respond to such claim, action, suit, proceedings or investigation. It is understood and agreed that from and after the Effective Time, Buyer shall indemnify and hold harmless, as and to the fullest extent permitted by applicable law, each Indemnified Party against any and all losses, claims, damages, liabilities and fines, and amounts paid in settlement, in connection with any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time). In connection with any such claim, action, suit, proceeding or investigation, (x) Buyer shall pay expenses (including without limitation reasonable attorney fees) in advance of the final disposition of any such claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable law upon receipt of any undertaking required by applicable law, and (y) Buyer shall use all reasonable efforts to assist in the vigorous defense of any such matter; provided, however, that (1) Buyer shall have the right to assume the defense thereof and upon such assumption Buyer shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if Buyer does not assume such defense or counsel for the Indemnified Parties reasonably advises that there are issues which raise conflicts of interest between Buyer and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with Buyer, and Buyer shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (2) Buyer shall be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified

Contractual Indemnification. In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civilcivil or administrative which arises within two (2) years after the Effective Time against a person who, administrative as of the date hereof, is an officer, director or criminalemployee of Seller (each an "Indemnified Party" and collectively, includingthe "Indemnified Parties") is brought by a person who is not an Indemnified Party, without limitationor, in the event any Indemnified Party is threatened to be, made a party to any such claim, action, suit, proceeding or investigation, which claim, action, suit, proceeding or investigation in which any Person who arises out of or pertains to (i) the fact that the Indemnified Party is nowor was an officer, director or employee of Seller, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director or officer of Safety Fund or any Safety Fund Subsidiary (the "Indemnified Parties"ii) is, or is threatened to be, made a party, based in whole --------------------- or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or any of the transactions Transactions contemplated hereby, whether in any case asserted or arising from facts and circumstances occurring before or after the Effective Time, the parties hereto such Indemnified Parties and Buyer agree to cooperate and use their reasonable efforts to defend against and respond to such claim, action, suit, proceedings or investigation. It is understood and agreed that from and after the Effective Time, Buyer shall indemnify and hold harmlessharmless up to an amount, as inclusive of all costs, expenses, legal fees and settlement amounts, not to the fullest extent permitted by applicable lawexceed $50,000, each Indemnified Party against any and all losses, claims, damages, liabilities and liabilities, fines, expenses (including without limitation reasonable attorney fees and disbursements) and amounts actually and reasonably paid in settlement, in connection with any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time). In connection with any such claimNotwithstanding the foregoing, action, suit, proceeding or investigation, (x) Buyer shall pay expenses (including without limitation reasonable attorney fees) in advance of the final disposition of any such claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable law upon receipt of any undertaking required by applicable law, and (y) Buyer shall use all reasonable efforts to assist in the vigorous defense of any such matter; provided, however, that (1) Buyer shall have the right to assume the defense thereof and upon such assumption Buyer not be liable for any settlement effected without its prior written consent (which consent shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if Buyer does not assume such defense or counsel for the Indemnified Parties reasonably advises that there are issues which raise conflicts of interest between Buyer and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with Buyerunreasonably withheld), and Buyer shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (2) Buyer shall be obligated pursuant have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Nothing contained in this paragraph Section 6.5(a) shall affect any rights to pay for only one firm of counsel for all Indemnifiedindemnification which are provided under Section 6.5(c) or under the documents referred to therein.