Common use of Directors’ and Officers’ Indemnification Clause in Contracts

Directors’ and Officers’ Indemnification. (a) Subject to the terms of this Section 4.3, after the Closing Date and notwithstanding any other provision contained in this Agreement, Buyer shall and shall cause the Company, to the fullest extent permitted under applicable law, to jointly and severally indemnify and hold harmless, each director, officer, employee and agent of the Company who served as such at any time prior to the Closing Date (each, together with such person's heirs, executors or administrators, an "NACT Indemnified Party" and collectively, the "NACT Indemnified Parties") against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (each an "NACT Claim"), arising out of, relating to or in connection with any action or omission occurring prior to the Closing Date (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company) or arising out of or pertaining to the transactions contemplated by this Agreement; provided, however, that Buyer shall have no obligation to indemnify any of the NACT Indemnified Parties hereunder unless such party acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful (the "Conduct Standard").

Directors’ and Officers’ Indemnification. (a) Subject to In the terms of this Section 4.3event the Merger shall become effective, then from and after the Closing Date Effective Date, ACQUIROR and notwithstanding any other provision contained in this Agreementthe Surviving Corporation (the "Indemnifying Parties") shall indemnify, Buyer shall and shall cause the Company, to the fullest extent permitted under applicable law, to jointly and severally indemnify defend and hold harmlessharmless each person who is now, each director, officer, employee and agent of the Company or who served as such at any time becomes prior to the Closing Date (each, together with such person's heirs, executors or administratorsEffective Date, an "NACT Indemnified Party" and collectivelyofficer, director, employee or agent of ACQUIROR or TARGET (the "NACT Indemnified Parties") against any costs or expenses (including attorneys' fees), judgments, fines, i) all losses, claims, damages, costs, expenses, liabilities and or judgments or amounts paid with the approval of the Indemnifying Parties (which approval shall not be unreasonably withheld) in settlement of, or in connection with with, any claim, action, suit, proceeding or investigationinvestigation based in whole or in part on, whether civil, criminal, administrative or investigative (each an "NACT Claim"), arising in whole or in part out of, relating the fact that such person is or was an officer, director, employee or agent of ACQUIROR or TARGET, whether pertaining to any matter existing or occurring, at or prior to, the Effective Date, and whether asserted or claimed prior to, at or after, the Effective Date (the "Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in connection with any action part on, or omission occurring prior arising in whole or in part out of, or pertaining to this Agreement or the Closing Date (transactions contemplated hereby, including, without limitation, acts any Indemnified Liabilities arising under or omissions out of any state or federal securities laws, in connection with each case to the fullest extent permitted by law, and in addition to such persons serving Indemnified Liabilities, ACQUIROR and the Surviving Corporation, as an officerthe case may be, director or other fiduciary shall pay expenses in any entity if such service was at the request or for the benefit advance of the Company) final disposition of any such action or arising out of or pertaining proceeding to each Indemnified Party to the transactions contemplated fullest extent permitted by this Agreement; provided, however, law upon receipt of any undertaking that Buyer shall have no obligation to indemnify any of the NACT Indemnified Parties hereunder unless such party acted in good faith and in a manner he reasonably believed to may be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful (the "Conduct Standard")required by Law.

Directors’ and Officers’ Indemnification. (a) Subject to the terms of this Section 4.3, From and after the Closing Date Effective Time, Parent and notwithstanding any other provision contained in this Agreementthe Surviving Corporation, Buyer shall and shall cause the Company, to the fullest extent permitted under applicable law, to jointly and severally severally, shall indemnify and hold harmless, harmless each present and former director, officer, employee and agent manager or managing director of the Company and each Subsidiary of the Company and each such Person who served at the request of the Company or any Subsidiary of the Company as such at any time prior to the Closing Date a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other Employee Benefit Plan or enterprise (each, together with such person's heirs, executors or administrators, an "NACT Indemnified Party" and collectively, the "NACT “Company Indemnified Parties"”) against any all costs or and expenses (including including, without limitation, reasonable attorneys' ’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in settlement in connection with any claim, action, suit, proceeding Proceeding or investigationinvestigation (whether arising before or after the Effective Time), whether civil, criminaladministrative, administrative criminal or investigative (each an "NACT Claim")investigative, arising out of, relating of or pertaining to or in connection with any action or omission solely in their capacities as directors, officers, managers, managing directors, trustees, partners, fiduciaries, employees or agents, in each case occurring prior to at or before the Closing Date Effective Time (including, without limitation, acts or omissions the Merger and the Transactions), in connection with such persons serving as an officereach case, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company) or arising out of or pertaining to the transactions contemplated fullest extent permitted by this Agreement; provided, however, that Buyer Applicable Law. The foregoing shall have no obligation not under any circumstances apply to indemnify and hold harmless any of the NACT Company Indemnified Parties hereunder unless Party against any indemnification claims that such party acted in good faith and in a manner he reasonably believed Company Indemnified Party is otherwise obligated to be in or not opposed satisfy pursuant to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful (the "Conduct Standard")Section 10.01.