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

Director and Officer Liability and Indemnification. (a) During the period from the Closing until the six year anniversary of the Closing Date, each of the Buyer and the Company shall, jointly and severally, indemnify and hold harmless, to the fullest extent permitted by applicable Law, each person who was or is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party (as defined below) or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such person is now, or has been at any time prior to the date hereof, or who becomes prior to the Closing, a director or officer of the Company (the “Covered Parties”), from (x) any and all fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees), and (y) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event arising out of or pertaining to the fact that the Covered Party is or was an officer or director of the Company (including the taking of any action or the failure to take any action as a director or officer of the Company in connection with the Transactions), whether asserted or claimed prior to, at or after Closing. Each Covered Party will be entitled, subject to applicable Law, to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of the Buyer and the Company within 10 Business Days of receipt by the Buyer or the Company from the Covered Party of a request therefor; provided, however, that any person to whom expenses are advanced provides an undertaking, to the extent required by the Delaware General Corporation Law, to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

Director and Officer Liability and Indemnification. (a) During the period Without limiting any additional rights that any Person may have under any other agreement, from the Closing until Date through the six year sixth anniversary of the Closing Date, each of the Buyer and the Company shall, jointly and severally, its Subsidiaries will indemnify and hold harmless, harmless each present (as of immediately prior to the fullest extent permitted by applicable LawClosing) and former officer, each person who was director, manager, managing member, member or is partner (general or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal limited) of the Company or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party (as defined below) or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature its Subsidiaries (each, an “Indemnification Event”) by reason of the fact that such person is now, or has been at any time prior to the date hereof, or who becomes prior to the Closing, a director or officer of the Company (the “Covered PartiesIndemnified Person”), from (x) any and against all fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees), and (y) any and all losses, claimsliabilities, damages, liabilities, judgments, finesinquiries, penaltiesfines and reasonable fees, settlement paymentscosts and expenses, awards including attorneys’ fees and amounts of any type whatsoever disbursements, incurred by such Covered Party in connection with any action, suit, claim, investigation or arising from any Indemnification Event proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Covered Party Indemnified Person is or was an officer officer, director, manager, managing member or director partner (general or limited) of the Company or any of its Subsidiaries at or prior to the Closing (including the taking with respect to acts or omissions of any action or the failure each Indemnified Person occurring prior to take any action as a director or officer of the Company Closing, including in connection with this Agreement and the Transactions), whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted under applicable Law. Each Covered Party If any such action, suit, claim, investigation or proceeding occurs, (i) each Indemnified Person will be entitled, subject to applicable Law, entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, claim, investigation or proceeding from Buyer or investigation from each of the Buyer and the Company and its Subsidiaries within 10 ten (10) Business Days of receipt by the Buyer or the Company from the Covered Party Indemnified Person of a request therefor; providedprovided that, however, that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the Delaware General Corporation LawWBCA or other applicable Law and by the articles of incorporation, bylaws, limited liability company agreement or operating agreement (or equivalent organizational documents) of the Company or any Subsidiary thereof to repay such advances if it is ultimately determined that such person Indemnified Person is not entitled to indemnification, (ii) neither Buyer nor any of its Affiliates will settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, claim, investigation or proceeding in which indemnification could be sought by such Indemnified Person hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Person from all liability arising out of such action, suit, claim, investigation or proceeding (including all attorney’s fees and expenses) or such Indemnified Party otherwise consents and (iii) Buyer, the Company and their respective Affiliates will reasonably cooperate in the defense of any such matter.

Director and Officer Liability and Indemnification. (a) During the period Without limiting any additional rights that any Person may have under any other agreement, from the Closing until Date through the six year sixth (6th) anniversary of the Closing Date, Buyer will cause the Purchased Subsidiaries to indemnify, defend and hold harmless each present (as of immediately prior to the Closing) and former officer, director, employee, manager, managing member, member, partner (general or limited), fiduciary or agent of the Buyer and the Company shall, jointly and severally, indemnify and hold harmless, Purchased Subsidiaries who at or prior to the fullest extent permitted by applicable Law, each person who was or is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents Closing provided services primarily in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in respect of the right of a Covered Party (as defined below) or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature Business (each, an “Indemnification Event”) by reason of the fact that such person is now, or has been at any time prior to the date hereof, or who becomes prior to the Closing, a director or officer of the Company (the “Covered PartiesIndemnified Person”), from (x) any and against all fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees), and (y) any and all losses, claimsliabilities, damages, liabilities, judgments, finesinquiries, penaltiesfines and reasonable fees, settlement paymentscosts and expenses, awards including attorneys’ fees and amounts of any type whatsoever disbursements, incurred by such Covered Party in connection with any action, suit, claim, investigation or arising from any Indemnification Event proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Covered Party Indemnified Person is or was an officer officer, director, employee, manager, managing member, partner (general or director limited), fiduciary or agent of the Company Purchased Subsidiaries at such time that the Indemnified Person provided services primarily in respect of the Business or (ii) matters existing or occurring at or prior to the Closing (including this Agreement and the taking of any action or the failure to take any action as a director or officer of the Company in connection with the Transactionstransactions contemplated hereby), whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted under applicable Law. Each Covered Party In the event of any such action, suit, claim, investigation or proceeding, (x) each Indemnified Person will be entitled, subject to applicable Law, entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, claim, investigation or proceeding or investigation from each of the Buyer and the Company within 10 ten (10) Business Days of receipt by the Buyer or the Company from the Covered Party Indemnified Person of a request therefor; provided, however, therefor (provided that any person such Indemnified Person to whom expenses are to be advanced provides an undertaking, to the extent required by the Delaware General Corporation Law, must provide a reasonable and customary undertaking to repay such advances advanced amounts if it is ultimately finally determined in a non-appealable ruling by a court of competent jurisdiction that such person Person is not entitled to indemnification), (y) Buyer will not, and will cause its Subsidiaries (including the Purchased Subsidiaries) not to, settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, claim, investigation or proceeding in which indemnification could be sought by such Indemnified Person hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Person from all liability arising out of such action, suit, claim, investigation or proceeding (including all attorney’s fees and expenses) or such Indemnified Person otherwise consents and (z) Buyer will, and will cause its Subsidiaries (including the Purchased Subsidiaries) to, reasonably cooperate in the defense of any such matter.

Director and Officer Liability and Indemnification. (a) During From the period from Effective Time through the Closing until the six year sixth anniversary of the Closing Datedate on which the Effective Time occurs, each of the Buyer and the Company shall, jointly and severally, indemnify and hold harmless, to the fullest extent permitted by applicable Law, each person who was or is or becomes, or is threatened Threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatenedThreatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened Threatened or completed proceeding, whether brought in the right of a Covered Party (as defined below) or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such person is now, or has been at any time prior to the date hereof, or who becomes prior to the ClosingEffective Time, a director or officer of the Company or the Subsidiary (the “Covered Parties”), from (x) any and all direct and indirect fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees), and (y) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event arising out of or pertaining to the fact that the Covered Party is or was an officer or director of the Company or the Subsidiary (including the taking of any action or the failure to take any action as a director or officer of the Company or the Subsidiary in connection with the Transactionstransactions contemplated by this Agreement), whether asserted or claimed prior to, at or after Closingthe Effective Time. Each Covered Party will be entitled, subject to applicable Law, to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of the Buyer and the Company within 10 ten (10) Business Days of receipt by the Buyer or the Company from the Covered Party of a request therefor; provided, however, that any person to whom expenses are advanced provides an undertaking, to the extent required by the Delaware General Corporation LawDGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

Director and Officer Liability and Indemnification. (ai) During the period Without limiting any additional rights any Person may have under any other agreement, from the Closing until Date through the six year sixth (6th) anniversary of the Closing Date, each of the Buyer shall, and shall cause the Company shall, jointly and severallyits Subsidiaries to, indemnify and hold harmless, harmless each present (as of immediately prior to the fullest extent permitted by applicable LawClosing) and former officer, each person who was director, employee or is agent of the Company or becomesany of its Subsidiaries (the “Indemnified D&O Parties”), or is threatened to be madeagainst all claims, a party to or witness or other participant inlosses, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration proceeding or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party (as defined below) or otherwise and whether of a civil (including intentional or unintentional tort claims)civil, criminal, administrativeadministrative or investigative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such person is now, or has been at any time prior to the date hereof, or who becomes prior to the Closing, a director or officer of the Company (the “Covered Parties”), from (x) any and all fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees), and (y) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any Indemnification Event arising out of or pertaining to (a) the fact that the Covered Indemnified D&O Party is or was an officer officer, director, employee, fiduciary or director agent of the Company or any of its Subsidiaries or (b) matters existing or occurring at or prior to the Closing Date (including this Agreement and the taking of any action or the failure to take any action as a director or officer of the Company in connection with the Transactionstransactions and actions contemplated hereby), whether asserted or claimed prior to, at or after Closing. Each Covered Party will be entitledthe Closing Date, subject to the fullest extent permitted under applicable Law, to advancement . In the event of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation, (x) each Indemnified D&O Party will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from each Buyer, the Company or a Subsidiary of the Buyer and the Company within 10 ten (10) Business Days of receipt by the Buyer or the Company from the Covered Indemnified D&O Party of a request therefor; provided, however, provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by applicable Law or the Delaware General Corporation LawCompany’s or its applicable Subsidiary’s Organizational Documents, to repay such advances if it is ultimately determined that such person is not entitled to indemnification., (y) neither Buyer, the Company, any Subsidiary of the Company nor any of their respective Affiliates, shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (in which indemnification could be sought by such Indemnified D&O Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified D&O Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified D&O Party otherwise consents, and (z) Buyer, the Company, the Subsidiaries of the Company and their respective Affiliates shall cooperate in the defense of any such matter. (ii) Buyer shall not, and shall not permit the Company or any of its Subsidiaries to amend, repeal or modify in a manner adverse to the beneficiary thereof any provision in the Company’s or its Subsidiaries’ Organizational Documents or any other Contract to which it is a party, in each case relating to the exculpation or indemnification of such Indemnified D&O Parties, it being the intent of the Parties that such Indemnified D&O Parties shall continue to be entitled to such exculpation and indemnification to the fullest extent permitted under applicable Law. (iii) At or prior to the Closing, Buyer shall purchase (the cost and expense of which shall be borne by Buyer), and Buyer shall cause the Company and its Subsidiaries to maintain in effect for six (6) years from the Closing Date, directors’ and officers’ liability insurance covering those persons who are currently covered by the Company’s and its Subsidiaries’ directors’ and officers’ liability insurance policy on terms not less favorable than those of such existing insurance coverage; provided that in the event that any claim is brought under any such policy prior to the six-year anniversary of the Closing Date, such directors’ and officers’ liability insurance policy shall be maintained until final disposition thereof. (iv) Notwithstanding anything contained in this Agreement to the contrary, this Section 6P shall survive the consummation of the Closing indefinitely. In the event that Buyer or any of its Subsidiaries or any of their respective successors or assigns (a) consolidates with or merges into any

Director and Officer Liability and Indemnification. (a) During the period Without limiting any additional rights that any Person may have under any other agreement, from the Closing until Date through the six year sixth (6th) anniversary of the Closing Date, Buyer will cause the Surviving Corporation and its Subsidiaries to indemnify, defend and hold harmless each present (as of immediately prior to the Effective Time) and former officer, director, employee, manager, managing member, member, partner (general or limited), fiduciary or agent of the Buyer and the Company shall, jointly and severally, indemnify and hold harmless, to the fullest extent permitted by applicable Law, each person who was or is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party (as defined below) or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature its Subsidiaries (each, an “Indemnification Event”) by reason of the fact that such person is now, or has been at any time prior to the date hereof, or who becomes prior to the Closing, a director or officer of the Company (the “Covered PartiesIndemnified Person”), from (x) any and against all fees and costsclaims, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees), and (y) any and all losses, claimsliabilities, damages, liabilities, judgments, finesinquiries, penaltiesfines and reasonable fees, settlement paymentscosts and expenses, awards including attorneys’ fees and amounts of any type whatsoever disbursements, incurred by such Covered Party in connection with any action, suit, claim, investigation or arising from any Indemnification Event proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Covered Party Indemnified Person is or was an officer officer, director, employee, manager, managing member, partner (general or director limited), fiduciary or agent of the Company or any of its Subsidiaries or (ii) matters existing or occurring at or prior to the Closing (including the taking of any action or the failure to take any action as a director or officer of the Company in connection with this Agreement and the Transactions), whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted under applicable Law. Each Covered Party In the event of any such action, suit, claim, investigation or proceeding, (x) each Indemnified Person will be entitled, subject to applicable Law, entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, claim, investigation or proceeding from Buyer or investigation from each of the Buyer Surviving Corporation and the Company its Subsidiaries within 10 ten (10) Business Days of receipt by the Buyer or the Company Surviving Corporation from the Covered Party Indemnified Person of a request therefor; provided, however, provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the Delaware General DGCL or other applicable Law and by the certificate of incorporation, bylaws, limited liability company agreement or operating agreement (or equivalent organizational documents) of the Surviving Corporation Lawor any Subsidiary thereof, (y) neither the Surviving Corporation nor any of its Affiliates will settle, compromise or consent to repay the entry of any judgment in any proceeding or threatened action, suit, claim, investigation or proceeding in which indemnification could be sought by such advances if it is ultimately determined that Indemnified Person hereunder, unless such person is not entitled to indemnificationsettlement, compromise or consent includes an unconditional release of such Indemnified Person from all liability arising out of such action, suit, claim, investigation or proceeding (including all attorney’s fees and expenses) or such Indemnified Person otherwise consents and (z) the Surviving Corporation and its Affiliates will reasonably cooperate in the defense of any such matter.

Director and Officer Liability and Indemnification. (a) During the period from the Closing until the six year anniversary of the Closing Date, each of the Buyer Purchaser and the Company Parties shall, jointly and severally, indemnify and hold harmless, to the fullest extent permitted by applicable Law, each person Person who was or is or becomes, or is threatened to be made, a party to or witness or other participant in, or was or is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with any threatened, pending or completed claim, action, suit, proceeding, arbitration or alternative dispute resolution mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought in the right of a Covered Party (as defined below) or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature (each, an “Indemnification Event”) by reason of the fact that such person Person is now, or has been at any time prior to the date hereof, or who becomes prior to the Closing, a director (i) any manager, director, employee or officer of any Company Party, (ii) any Person that provides or provided services under the Services Agreement to any Company Party (including GNHYA Management Corporation), and (iii) any Affiliate, manager, director, employee or officer of any Person described in clause (i) or (ii) (clauses (i), (ii) and (iii), collectively, the “Covered Parties”), from (x) any and all reasonable fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating, printing and binding costs, telephone charges, postage and delivery service fees and all other reasonable disbursements or expenses of any type or nature whatsoever reasonably incurred by a Covered Party (including reasonable attorneys’ fees), and (y) any and all losses, claims, damages, liabilities, judgments, fines, penalties, settlement payments, awards and amounts of any type whatsoever incurred by such Covered Party Party, in either case, in connection with or arising from any Indemnification Event arising out of or pertaining to the fact that the Covered Party is or was an officer such a manager, officer, employee, director, provider of services or director of the Company Affiliate (including the taking of any action or the failure to take any action as a director or officer of the Company in such capacity in connection with the Transactions), whether asserted or claimed prior to, at or after Closing; provided, however, in no event shall the Purchaser or any Company Party be obligated to indemnify any such Covered Party in the case of fraud; provided, further, however that the indemnification pursuant to this Section 7.17(a) shall not apply to any such Covered Party in connection with any claim made by the Purchaser for indemnification pursuant to this Agreement or any other Transaction Document. Each Covered Party will be entitled, subject to applicable Law, to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, proceeding or investigation from each of the Buyer Purchaser and the applicable Company Party within 10 Business Days 14 days of receipt by the Buyer Purchaser or the applicable Company Party from the Covered Party of a request therefor; provided, however, that any person Covered Party to whom expenses are advanced provides an undertaking, to the extent required by the Delaware General Corporation applicable Law, to repay such advances if it is ultimately determined that such person Covered Party is not entitled to indemnification.