Common use of Director and Officer Indemnification and Insurance Clause in Contracts

Director and Officer Indemnification and Insurance. (a) Subject to the limitations on indemnification contained in the PBCL, the Company and, after the Effective Time, the Surviving Corporation, shall indemnify and hold harmless, to the fullest extent permitted by applicable Law, each present and former director and officer of the Company (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to the fact that the Indemnified Party is or was an officer, director, employee or agent of the Company or any Subsidiary, a fiduciary under any Employee Benefit Plan of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any Subsidiary of the Company as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise, or matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby) (and the Surviving Corporation shall pay expenses in advance of the final disposition of any such claim, action, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted under applicable Law). The rights of each Indemnified Person under this Section 5.8 shall be in addition to any rights such Indemnified Person may have under the Articles of Incorporation or Bylaws of the Company, or under any Pennsylvania Law or any other applicable Laws or under any agreement of such Indemnified Person with the Company or any Subsidiary of the Company. The Company and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). The Articles of Incorporation and By-Laws of the Company shall not be amended, repealed or otherwise modified for a period of six years from the Closing Date in any manner that would adversely affect the rights thereunder of any such individuals.

Director and Officer Indemnification and Insurance. (a) Subject to the limitations on indemnification contained in the PBCLTBCA and the Articles of Incorporation of the Company, the Company and, after the Effective Time, the Surviving Corporation, shall indemnify and hold harmless, to the fullest extent permitted by applicable Law, each present and former director and officer of the Company (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to the fact that the Indemnified Party is or was an officer, director, employee or agent of the Company or any Subsidiary, a fiduciary under any Employee Benefit Plan of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any Company Subsidiary of the Company as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise, or matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby) (and Parent and the Surviving Corporation shall shall, jointly and severally, pay expenses in advance of the final disposition of any such claim, action, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted under applicable Law, provided that such Indemnified Party provides an undertaking to repay such expenses if such person is determined to not be entitled to indemnification). The rights of each Indemnified Person under this Section 5.8 5.9 shall be in addition to any rights such Indemnified Person may have under the Articles of Incorporation or Bylaws of the Company, or under any Pennsylvania Texas Law or any other applicable Laws or under any agreement of such Indemnified Person with the Company or any Subsidiary of the CompanyCompany Subsidiary. The Company and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and further, provided, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 5.9 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action. The Articles of Incorporation and By-Laws of the Company shall not be amended, repealed or otherwise modified for a period of six years from the Closing Date in any manner that would adversely affect the rights thereunder of any such individuals.

Director and Officer Indemnification and Insurance. (a) Subject to the limitations on indemnification contained in the PBCL, the Company and, For six (6) years after the Effective Time, the Surviving CorporationCorporation shall, and Parent shall cause the Surviving Corporation and any successor to, indemnify and hold harmless, to the fullest extent permitted by under applicable Law, each the present and former director officers and officer directors of the Company or any Company Subsidiary, and any person who becomes an officer or director of the Company or any Company Subsidiary prior to the Effective Time (collectivelyeach, the an “Indemnified PartiesPerson”) ), against all claims, losses, liabilities, damages, judgments, inquiries, fines and any fees, costs or and expenses (including the reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities expenses and amounts paid in settlement disbursements of counsel of the respective Indemnified Person’s choosing) incurred or arising in connection with any claim, action, suitsuit or proceeding, proceeding whether civil, criminal, administrative or investigation investigative, arising out of or pertaining related to the fact that the such Indemnified Party is or was Person’s service as an officer, director, employee employee, fiduciary or agent of the Company or any SubsidiaryCompany Subsidiary at or prior to the Effective Time, a fiduciary under any Employee Benefit Plan of the Company or any of its Subsidiaries or is or was serving services performed by such Indemnified Person, at the request of the Company or any Subsidiary of the Company Subsidiary, as a directorfiduciary under any Company Benefit Plan, officer, employee or agent in each case to the extent they arise out of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise, or (i) matters existing or occurring or alleged to have existed or occurred at or prior to the Effective Time Time, (including ii) matters related to this Agreement and the transactions Transactions and (iii) actions contemplated hereby) (and to enforce this provision or any other indemnification or advancement right of any Indemnified Person. In the Surviving Corporation shall pay expenses in advance of the final disposition event of any such claim, action, suitsuit or proceeding, proceeding or investigation to each Indemnified Party to the fullest extent permitted under applicable Law). The rights of (A) each Indemnified Person under this Section 5.8 shall will be entitled to advancement of expenses incurred in addition to the defense of any rights such claim, action, suit or proceeding within 20 Business Days of receipt by the Surviving Corporation from such Indemnified Person may have of a request therefor, provided that if required under the Articles of Incorporation or Bylaws of DGCL, the Company, or under any Pennsylvania Law or any other applicable Laws or under any agreement of Indemnified Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Indemnified Person with the Company or any Subsidiary of the Company. The Company is not entitled to indemnification, and (B) Parent and the Surviving Corporation will shall use their respective reasonable best efforts to cooperate in the defense of any such matter; provided, however, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). The Articles of Incorporation and By-Laws of the Company shall not be amended, repealed or otherwise modified for a period of six years from the Closing Date in any manner that would adversely affect the rights thereunder of any such individuals.

Director and Officer Indemnification and Insurance. (a) Subject to From and after the limitations on indemnification contained in the PBCLInitial Closing, Buyer agrees that it shall cause the Company andand its Subsidiaries to continue to indemnify, after the Effective Time, the Surviving Corporation, shall indemnify defend and hold harmless, to the fullest extent permitted by applicable Law, harmless each present and former director and officer of the Company (collectivelyor such Subsidiary, the “Indemnified Parties”) as applicable, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, orders, losses, claims, damages, damages or liabilities and amounts paid in settlement incurred in connection with any claim, action, suit, proceeding or investigation investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the fact that the Indemnified Party is Initial Closing and which relate to such director’s or was an officer, director, employee ’s service as a director or agent of the Company or any Subsidiary, a fiduciary under any Employee Benefit Plan officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any Subsidiary of the Company service as a director, officer, employee employee, trustee or agent of another corporation, corporation or of a partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity at the request of the Company, including service with respect to employee benefit planplans, trust whether asserted or claimed prior to, at or after the Initial Closing, to the fullest extent that the Company or such Subsidiary would have been permitted under applicable Law and its respective Organizational Documents or indemnification agreements or other enterprise, arrangements of the Company or matters existing or occurring at or prior such Subsidiary in effect on the date of this Agreement to the Effective Time indemnify such person (including this Agreement and the transactions and actions contemplated hereby) (and the Surviving Corporation shall pay advancing of expenses in advance of the final disposition of any such claim, action, suit, proceeding or investigation to each Indemnified Party as incurred to the fullest extent permitted under applicable Law). The rights of each Indemnified Person under this Section 5.8 shall be in addition ; provided, that the person to any rights whom such Indemnified Person may have under the Articles of Incorporation or Bylaws of the Company, or under any Pennsylvania Law or any other applicable Laws or under any agreement of such Indemnified Person with expenses are advanced provides an undertaking to the Company or any the applicable Subsidiary of the Company. The Company and the Surviving Corporation will cooperate in the defense of any to repay such matteradvances if it is ultimately determined that such person is not entitled to indemnification; provided, howeverfurther, that neither any determination required to be made with respect to whether an officer’s or director’s conduct complies with the Company nor standards set forth under applicable Law and the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). The Articles of Incorporation and By-Laws Organizational Documents or indemnification agreements or other arrangements of the Company or the applicable Subsidiary, as applicable, shall not be amended, repealed or otherwise modified for a period of six years from made by independent counsel mutually acceptable to Buyer and the Closing Date in any manner that would adversely affect the rights thereunder of any such individuals.Selling Shareholder Representatives. CH\1406641

Director and Officer Indemnification and Insurance. (a) Subject to the limitations on indemnification contained in the PBCLDGCL and the Certificate of Incorporation of the Company, the Company and, after the Effective Time, the Surviving Corporation, shall indemnify and hold harmless, to the fullest extent permitted by applicable Law, each present and former director and officer of the Company (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to to: (i) the fact that the Indemnified Party is or was an officer, director, employee or agent of the Company or any Subsidiary, a fiduciary under any Company Employee Benefit Plan of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any Company Subsidiary of the Company as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise, or matters existing or occurring at or prior to the Effective Time (including ii) this Agreement and the transactions and actions contemplated hereby) hereby (and the Company and the Surviving Corporation shall shall, jointly and severally, pay expenses in advance of the final disposition of any such claim, action, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted under applicable Law, provided that such Indemnified Party provides an undertaking to repay such expenses if such person is determined to not be entitled to indemnification). The rights of each Indemnified Person under this Section 5.8 5.11 shall be in addition to any rights such Indemnified Person may have under the Articles Certificate of Incorporation or Bylaws of the Company, or under any Pennsylvania Delaware Law or any other applicable Laws or under any agreement of such Indemnified Person with the Company or any Subsidiary of the CompanyCompany Subsidiary. The Company and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, further, that neither the Company nor the Surviving Corporation shall be obliged pursuant to this Section 5.11 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action. The Articles Certificate of Incorporation and By-Laws Bylaws of the Company Surviving Corporation shall not be amended, repealed or otherwise modified for a period of six years from the Closing Date in any manner that would adversely affect the rights thereunder of any such individuals.

Director and Officer Indemnification and Insurance. (a) Subject to Without limiting any additional rights that any officer, manager, managing member or director may have under any employment or indemnification agreement or under the limitations on indemnification contained in organizational documents of the PBCLCompany or any Company Subsidiary, from and after the Closing, the Company andshall, after and the Effective Time, OpCo Buyer shall cause the Surviving Corporation, shall Company to: (i) indemnify and hold harmlessharmless each person who is now, or has been or becomes at any time prior to the fullest extent permitted by applicable LawClosing, each present and former an officer, manager, managing member or director and officer of the Company or any Company Subsidiary and together with such Person’s heirs, executors or administrators (collectively, the “Indemnified Parties”) against any costs to the fullest extent authorized or expenses (including reasonable attorneys’ fees)permitted by, judgmentsand subject to the conditions and procedures set forth in, fines, losses, claims, damages, liabilities and amounts paid in settlement applicable Law in connection with any claim, action, suit, proceeding or investigation Action arising out of or pertaining related to the fact that the such Indemnified Party is or was Parties’ service as an officer, directormanager, employee managing member or agent director of the Company or any Subsidiary, a fiduciary under any Employee Benefit Plan of the Company Subsidiary or any of its Subsidiaries or is or was serving services performed by such Persons at the request of the Company or any Subsidiary Subsidiaries at or before the Closing and any losses, claims, damages, liabilities, costs, Indemnification Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of the Company any thereof) resulting therefrom; and (ii) promptly pay on behalf of or promptly advance to each Indemnified Party, any Indemnification Expenses incurred in defending, serving as a director, officer, employee witness with respect to or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise, or matters existing or occurring at or prior otherwise participating with respect to the Effective Time (including this Agreement and the transactions and actions contemplated hereby) (and the Surviving Corporation shall pay expenses any Action in advance of the final disposition of any such claimAction, action, suit, proceeding including payment on behalf of or investigation advancement to each the Indemnified Party to the fullest extent permitted under applicable Law). The rights of each any Indemnification Expenses incurred by such Indemnified Person under this Section 5.8 shall be Party in addition to connection with enforcing any rights with respect to such Indemnified Person may have under indemnification or advancement, in each case without the Articles of Incorporation or Bylaws of the Company, or under any Pennsylvania Law or any other applicable Laws or under any agreement of such Indemnified Person with the Company or any Subsidiary of the Company. The Company and the Surviving Corporation will cooperate in the defense requirement of any such matterbond or other security; provided, however, that neither the payment of any Indemnification Expenses incurred by an Indemnified Party in advance of the final disposition of an Action shall be made only upon delivery to the Company nor the Surviving Corporation of an undertaking by or on behalf of such Indemnified Party to repay all amounts so paid in advance if it shall ultimately be liable for any settlement effected without its written consent (which consent shall determined that such Indemnified Party is not entitled to be unreasonably withheld)indemnified. The Articles of Incorporation indemnification and By-Laws advancement obligations of the Company shall not be amended, repealed pursuant to this Section 6.05 extend to acts or otherwise modified for a period of six years from omissions occurring at or before the Closing Date and any Action relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions, including the consideration and approval thereof and the process undertaken in connection therewith and any manner that would adversely affect Action relating thereto), and all rights to indemnification and advancement conferred hereunder continue as to any Indemnified Party who has ceased to be a director or officer of the rights thereunder Company or any Company Subsidiary after, on or before the date of this Agreement and inure to the benefit of such person’s heirs, executors and personal and legal representatives. Any Indemnified Party wishing to claim indemnification or advancement of expenses under this Section 6.05(a), upon learning of any such individuals.Action, shall notify the Company (but the failure so to notify shall not relieve the OpCo Buyer or the Company from any obligations that it may have under this Section 6.05(a), except to the extent such failure materially prejudices the OpCo Buyer’s or the Company’s position with respect to such claims). As used in this Section 6.05: (x) the term “

Director and Officer Indemnification and Insurance. (a) Subject to the limitations on indemnification contained in the PBCL, the The Company shall and, after following the Effective Time, Parent shall, and shall cause the Surviving CorporationCorporation to, shall indemnify and hold harmless, to the fullest extent permitted by applicable Law, each present current and former director and officer of the Company including, without limitation, officers and directors serving as such on the date hereof, and employees and agents (but as to employees and agents, only to the extent required by applicable law or the Certificate of Incorporation of the Company) (collectively, the “Indemnified Parties”) ), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to the fact that the Indemnified Party is any acts or was an officer, director, employee or agent of the Company or any Subsidiary, a fiduciary under any Employee Benefit Plan of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any Subsidiary of the Company as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise, or matters existing or omissions occurring at or prior to the Effective Time to the fullest extent permitted by the DGCL (including this Agreement or any other applicable law) or provided under the Company’s Certificate of Incorporation and By-Laws in effect on the transactions date hereof, and actions contemplated hereby) (and in the Surviving Corporation shall pay expenses in advance of the final disposition event of any such claim, action, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted under applicable Law). The rights of each Indemnified Person under this Section 5.8 shall be in addition to any rights such Indemnified Person may have under the Articles of Incorporation or Bylaws of the Companyinvestigation, (i) Parent shall, or under any Pennsylvania Law or any other applicable Laws or under any agreement of such Indemnified Person with the Company or any Subsidiary of the Company. The Company and shall cause the Surviving Corporation will to, pay the reasonable fees and expenses of counsel selected by the Surviving Corporation, and reasonably satisfactory to the Indemnified Parties, promptly as statements therefor are received and (ii) Parent shall, or shall cause the Surviving Corporation to, cooperate in the defense of any such matter; provided, however, that neither none of Parent, the Company nor or the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Articles ; and further, provided, that neither Parent nor the Surviving Corporation shall be obliged pursuant to this Section 5.9 to pay the fees and disbursements of Incorporation and By-Laws of the Company shall not be amended, repealed or otherwise modified more than one counsel for a period of six years from the Closing Date all Indemnified Parties in any manner single action (provided that would adversely affect any Indemnified Party will be entitled to employ its, his or her own separate counsel, at the rights thereunder expense of Parent and Surviving Corporation, if the Indemnified Party is advised by counsel that a conflict of interest exists which makes representation of all Indemnified Parties by a single counsel not advisable; and further, provided, that neither Parent nor the Surviving Corporation shall be required to indemnify any Indemnified Party to the extent such individualsindemnification is impermissible under applicable law.

Director and Officer Indemnification and Insurance. (a) Subject to Without limiting any additional rights that any officer, manager, managing member or director may have under any employment or indemnification agreement or under the limitations on indemnification contained in organizational documents of the PBCLCompany or any Company Subsidiary, from and after the Closing, the Company andshall, after and the Effective Time, OpCo Buyer shall cause the Surviving Corporation, shall Company to: (i) indemnify and hold harmlessharmless each person who is now, or has been or becomes at any time prior to the fullest extent permitted by applicable LawClosing, each present and former an officer, manager, managing member or director and officer of the Company or any Company Subsidiary and together with such Person’s heirs, executors or administrators (collectively, the “Indemnified Parties”) against any costs to the fullest extent authorized or expenses (including reasonable attorneys’ fees)permitted by, judgmentsand subject to the conditions and procedures set forth in, fines, losses, claims, damages, liabilities and amounts paid in settlement applicable Law in connection with any claim, action, suit, proceeding or investigation Action arising out of or pertaining related to the fact that the such Indemnified Party is or was Parties’ service as an officer, directormanager, employee managing member or agent director of the Company or any Subsidiary, a fiduciary under any Employee Benefit Plan of the Company Subsidiary or any of its Subsidiaries or is or was serving services performed by such Persons at the request of the Company or any Subsidiary Subsidiaries at or before the Closing and any losses, claims, damages, liabilities, costs, Indemnification Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of the Company any thereof) resulting therefrom; and (ii) promptly pay on behalf of or promptly advance to each Indemnified Party, any Indemnification Expenses incurred in defending, serving as a director, officer, employee witness with respect to or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise, or matters existing or occurring at or prior otherwise participating with respect to the Effective Time (including this Agreement and the transactions and actions contemplated hereby) (and the Surviving Corporation shall pay expenses any Action in advance of the final disposition of any such claimAction, action, suit, proceeding including payment on behalf of or investigation advancement to each the Indemnified Party to the fullest extent permitted under applicable Law). The rights of each any Indemnification Expenses incurred by such Indemnified Person under this Section 5.8 shall be Party in addition to connection with enforcing any rights with respect to such Indemnified Person may have under indemnification or advancement, in each case without the Articles of Incorporation or Bylaws of the Company, or under any Pennsylvania Law or any other applicable Laws or under any agreement of such Indemnified Person with the Company or any Subsidiary of the Company. The Company and the Surviving Corporation will cooperate in the defense requirement of any such matterbond or other security; provided, however, that neither the payment of any Indemnification Expenses incurred by an Indemnified Party in advance of the final disposition of an Action shall be made only upon delivery to the Company nor the Surviving Corporation of an undertaking by or on behalf of such Indemnified Party to repay all amounts so paid in advance if it shall ultimately be liable for any settlement effected without its written consent (which consent shall determined that such Indemnified Party is not entitled to be unreasonably withheld)indemnified. The Articles of Incorporation indemnification and By-Laws advancement obligations of the Company shall not be amended, repealed pursuant to this Section 6.05 extend to acts or otherwise modified for a period of six years from omissions occurring at or before the Closing Date and any Action relating thereto (including with respect to any acts or omissions occurring in any manner that would adversely affect connection with the rights thereunder approval of any such individuals.this Agreement and the consummation of the Transactions, including the