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

Director and Officer Liability and Indemnification. (a) Without limiting any additional rights that any Person may have under any other agreement, from the Closing Date through the sixth anniversary of the Closing Date, Buyer and the Company and its Subsidiaries will indemnify and hold harmless each present (as of immediately prior to the Closing) and former officer, director, manager, managing member, member or partner (general or limited) of the Company or any of its Subsidiaries (each, an “Indemnified Person”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any action, suit, claim, investigation or proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Indemnified Person is or was an officer, director, manager, managing member or partner (general or limited) of the Company or any of its Subsidiaries at or prior to the Closing (including with respect to acts or omissions of each Indemnified Person occurring prior to 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. If any such action, suit, claim, investigation or proceeding occurs, (i) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of any action, suit, claim, investigation or proceeding from Buyer or the Company and its Subsidiaries within ten (10) Business Days of receipt by Buyer or the Company from the Indemnified Person of a request therefor; provided that, any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the WBCA 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 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. (ai) Without limiting any additional rights that any Person may have under any other agreement, from the Closing Date through the sixth (6th) anniversary of the Closing Date, Buyer shall, and shall cause the Company and its Subsidiaries will to, indemnify and hold harmless each present (as of immediately prior to the Closing) and former officer, director, manager, managing member, member employee or partner (general or limited) agent of the Company or any of its Subsidiaries (each, an the “Indemnified PersonD&O Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, claim, investigation proceeding or proceedinginvestigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (a) the fact that the Indemnified Person D&O Party is or was an officer, director, manageremployee, managing member fiduciary or partner (general or limited) agent of the Company or any of its Subsidiaries or (b) matters existing or occurring at or prior to the Closing Date (including with respect to acts or omissions of each Indemnified Person occurring prior to Closing, including in connection with this Agreement and the Transactionstransactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the ClosingClosing Date, to the fullest extent permitted under applicable Law. If In the event of any such claim, action, suit, claim, investigation proceeding or proceeding occursinvestigation, (ix) each Indemnified Person D&O Party will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, claimproceeding or investigation from Buyer, investigation or proceeding from Buyer or the Company and its Subsidiaries or a Subsidiary of the Company within ten (10) Business Days of receipt by Buyer or the Company from the Indemnified Person D&O Party of a request therefor; provided that, that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the WBCA or other applicable Law and by or the articles of incorporationCompany’s or its applicable Subsidiary’s Organizational Documents, 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 Indemnified Person person is not entitled to indemnification, (iiy) neither Buyer Buyer, the Company, any Subsidiary of the Company nor any of its Affiliates will their respective Affiliates, shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, claimproceeding, investigation or proceeding claim (in which indemnification could be sought by such Indemnified Person D&O Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Person D&O Party from all liability arising out of such action, suit, claimproceeding, investigation or proceeding (including all attorney’s fees and expenses) claim or such Indemnified D&O Party otherwise consents consents, and (iiiz) Buyer, the Company, the Subsidiaries of the Company and their respective Affiliates will reasonably 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) Without limiting any additional rights that any Person may have under any other agreement, During the period from the Closing Date through until the sixth six year anniversary of the Closing Date, each of the Buyer and the Company shall, jointly and its Subsidiaries will severally, indemnify and hold harmless harmless, to the fullest extent permitted by applicable Law, each present 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 immediately prior to the Closing) and former officera civil (including intentional or unintentional tort claims), directorcriminal, manageradministrative, managing member, member arbitrative or partner (general or limited) of the Company or any of its Subsidiaries investigative nature (each, an “Indemnified PersonIndemnification 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”), against 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, lossesdamages, liabilities, damages, judgments, inquiriesfines, fines penalties, settlement payments, awards and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any action, suit, claim, investigation or proceeding, whether civil, criminal, administrative or investigative, Indemnification Event arising out of or pertaining to the fact that the Indemnified Person Covered Party is or was an officer, director, manager, managing member officer or partner (general or limited) director of the Company or any of its Subsidiaries at or prior to the Closing (including with respect the taking of any action or the failure to acts take any action as a director or omissions officer of each Indemnified Person occurring prior to Closing, including the Company in connection with this Agreement and the Transactions), whether asserted or claimed prior to, at or after the Closing. Each Covered Party will be entitled, subject to the fullest extent permitted under applicable Law. If any such action, suit, claim, investigation or proceeding occurs, (i) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, claim, proceeding or investigation or proceeding from each of the Buyer or and the Company and its Subsidiaries within ten (10) 10 Business Days of receipt by the Buyer or the Company from the Indemnified Person Covered Party of a request therefor; provided thatprovided, however, that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the WBCA or other applicable Law and by the articles of incorporationDelaware General Corporation Law, 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 Indemnified Person 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) Without limiting any additional rights that any Person may have under any other agreement, from the Closing Date through the sixth (6th) anniversary of the Closing Date, Buyer and will cause the Company and its Purchased Subsidiaries will indemnify to indemnify, defend and hold harmless each present (as of immediately prior to the Closing) and former officer, director, employee, manager, managing member, member or member, partner (general or limited) ), fiduciary or agent of the Company Purchased Subsidiaries who at or any prior to the Closing provided services primarily in respect of its Subsidiaries the Business (each, an “Indemnified Person”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any action, suit, claim, investigation or proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Person is or was an officer, director, employee, manager, managing member or member, partner (general or 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 any of its Subsidiaries (ii) matters existing or occurring at or prior to the Closing (including with respect to acts or omissions of each Indemnified Person occurring prior to Closing, including in connection with this Agreement and the Transactionstransactions contemplated hereby), whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted under applicable Law. If In the event of any such action, suit, claim, investigation or proceeding occursproceeding, (ix) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of any action, suit, claim, investigation or proceeding from Buyer or the Company and its Subsidiaries within ten (10) Business Days of receipt by Buyer or the Company from the Indemnified Person of a request therefor; therefor (provided that, that any person such Indemnified Person to whom expenses are to be advanced provides an undertaking, if must provide a reasonable and only to the extent required by the WBCA 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 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 Indemnified Person is not entitled to indemnification), (iiy) neither Buyer nor any of will not, and will cause its Affiliates will 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 Party Person otherwise consents and (iiiz) BuyerBuyer will, and will cause its Subsidiaries (including the Company and their respective Affiliates will Purchased Subsidiaries) to, reasonably cooperate in the defense of any such matter.

Director and Officer Liability and Indemnification. (a) Without limiting any additional rights that any Person may have under any other agreement, from the Closing Date through the sixth (6th) anniversary of the Closing Date, Buyer and will cause the Company Surviving Corporation and its Subsidiaries will indemnify to indemnify, defend and hold harmless each present (as of immediately prior to the ClosingEffective Time) and former officer, director, employee, manager, managing member, member or member, partner (general or limited) ), fiduciary or agent of the Company or any of its Subsidiaries (each, an “Indemnified Person”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any action, suit, claim, investigation or proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Person is or was an officer, director, employee, manager, managing member or member, partner (general or 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 with respect to acts or omissions of each Indemnified Person occurring prior to 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. If In the event of any such action, suit, claim, investigation or proceeding occursproceeding, (ix) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of any action, suit, claim, investigation or proceeding from Buyer or the Company Surviving Corporation and its Subsidiaries within ten (10) Business Days of receipt by Buyer or the Company Surviving Corporation from the Indemnified Person of a request therefor; provided that, that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the WBCA DGCL or other applicable Law and by the articles certificate of incorporation, bylaws, limited liability company agreement or operating agreement (or equivalent organizational documents) of the Company Surviving Corporation or any Subsidiary thereof to repay such advances if it is ultimately determined that such Indemnified Person is not entitled to indemnificationthereof, (iiy) neither Buyer the Surviving Corporation 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 Person otherwise consents and (iiiz) Buyer, the Company Surviving Corporation and their respective its Affiliates will reasonably cooperate in the defense of any such matter.

Director and Officer Liability and Indemnification. (a) Without limiting any additional rights that any Person may have under any other agreement, During the period from the Closing Date through until the sixth six year anniversary of the Closing Date, Buyer each of the Purchaser and the Company Parties shall, jointly and its Subsidiaries will severally, indemnify and hold harmless harmless, to the fullest extent permitted by applicable Law, each present 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 immediately prior to the Closing) and former officera civil (including intentional or unintentional tort claims), directorcriminal, manageradministrative, managing member, member arbitrative or partner (general or limited) of the Company or any of its Subsidiaries investigative nature (each, an “Indemnified PersonIndemnification 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, (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”), against 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, lossesdamages, liabilities, damages, judgments, inquiriesfines, fines penalties, settlement payments, awards and reasonable feesamounts of any type whatsoever incurred by such Covered Party, costs and expensesin either case, including attorneys’ fees and disbursements, incurred in connection with or arising from any action, suit, claim, investigation or proceeding, whether civil, criminal, administrative or investigative, Indemnification Event arising out of or pertaining to the fact that the Indemnified Person Covered Party is or was an such a manager, officer, employee, director, manager, managing member provider of services or partner (general or limited) of the Company or any of its Subsidiaries at or prior to the Closing Affiliate (including with respect the taking of any action or the failure to acts or omissions of each Indemnified Person occurring prior to Closing, including take any action in such capacity in connection with this Agreement and the Transactions), whether asserted or claimed prior to, at or after Closing; provided, however, in no event shall the ClosingPurchaser 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 fullest extent permitted under Purchaser for indemnification pursuant to this Agreement or any other Transaction Document. Each Covered Party will be entitled, subject to applicable Law. If any such action, suit, claim, investigation or proceeding occurs, (i) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, claim, proceeding or investigation or proceeding from Buyer or each of the Purchaser and the applicable Company and its Subsidiaries Party within ten (10) Business Days 14 days of receipt by Buyer the Purchaser or the applicable Company Party from the Indemnified Person Covered Party of a request therefor; provided thatprovided, that any person Covered Party to whom expenses are advanced provides an undertaking, if and only to the extent required by the WBCA or other applicable Law and by the articles of incorporationLaw, 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 Indemnified Person Covered Party 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) Without limiting any additional rights that any Person may have under any other agreement, from From the Closing Date Effective Time through the sixth anniversary of the Closing Datedate on which the Effective Time occurs, each of Buyer and the Company shall, jointly and its Subsidiaries will severally, indemnify and hold harmless harmless, to the fullest extent permitted by applicable Law, each present 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 immediately prior to the Closing) and former officera civil (including intentional or unintentional tort claims), directorcriminal, manageradministrative, managing member, member arbitrative or partner (general or limited) of the Company or any of its Subsidiaries investigative nature (each, an “Indemnified PersonIndemnification 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 Effective Time, a director or officer of the Company or the Subsidiary (the “Covered Parties”), against 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, lossesdamages, liabilities, damages, judgments, inquiriesfines, fines penalties, settlement payments, awards and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, amounts of any type whatsoever incurred by such Covered Party in connection with or arising from any action, suit, claim, investigation or proceeding, whether civil, criminal, administrative or investigative, Indemnification Event arising out of or pertaining to the fact that the Indemnified Person Covered Party is or was an officer, director, manager, managing member officer or partner (general or limited) director of the Company or any of its Subsidiaries at or prior to the Closing Subsidiary (including with respect the taking of any action or the failure to acts take any action as a director or omissions officer of each Indemnified Person occurring prior to Closing, including the Company or the Subsidiary in connection with the transactions contemplated by this Agreement and the TransactionsAgreement), whether asserted or claimed prior to, at or after the ClosingEffective Time. Each Covered Party will be entitled, subject to the fullest extent permitted under applicable Law. If any such action, suit, claim, investigation or proceeding occurs, (i) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of or other participation in any such claim, action, suit, claim, proceeding or investigation or proceeding from each of Buyer or and the Company and its Subsidiaries within ten (10) Business Days of receipt by Buyer or the Company from the Indemnified Person Covered Party of a request therefor; provided thatprovided, however, that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the WBCA or other applicable Law and by the articles of incorporationDGCL, 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 Indemnified Person 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.