Common use of D&O Indemnification Clause in Contracts

D&O Indemnification. (a) From and after the Closing, Buyer shall, and shall cause the Sale Entities to, (i) indemnify, defend and hold harmless each current and former director, officer and employee of the Sale Entities and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of any Sale Entity (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with any Sale Entity occurring or alleged to have occurred before or on the Closing Date (including any Claim relating in whole or in part to this Agreement or the Contemplated Transactions), to the fullest extent permitted under applicable Law and (ii) assume all obligations of Seller and the Sale Entities to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the respective Organizational Documents of each of the Sale Entities as currently in effect and (B) any indemnification agreements with an Indemnitee, which shall in each case survive the Contemplated Transactions and continue in full force and effect to the extent permitted by applicable Law.

D&O Indemnification. (a) From All rights to indemnification and after exculpation from liabilities for acts or omissions occurring at or prior to the Closing, Buyer shall, and shall cause the Sale Entities to, (i) indemnify, defend and hold harmless each current and former director, officer and employee Effective Time existing in favor of the Sale Entities and current or former directors or officers of each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of any Sale Entity (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) Acquired Companies (each, a “ClaimCompany Indemnified Party”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with any Sale Entity occurring or alleged to have occurred before or on the Closing Date (including any Claim relating in whole or in part to this Agreement or the Contemplated Transactions), to the fullest extent permitted under applicable Law and (ii) assume all obligations of Seller and the Sale Entities to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the respective Organizational Documents of such Acquired Companies or in separate agreements between the Acquired Companies and individual officers and directors, shall continue to be binding upon by each such Acquired Company and their respective successor entities following the consummation of the Sale Entities as currently Merger in effect accordance with their respective terms, and, for a period of six (6) years after the Effective Time, Buyer will fulfill and (B) any indemnification agreements honor in all respects the obligations set forth in the Organizational Documents of such Acquired Companies in accordance with an Indemnitee, which shall the terms thereof in each case survive in effect on the Contemplated Transactions date hereof, and for such six (6) year period such rights will continue in full force and effect in accordance with their respective terms and shall not be amended, repealed or modified so as to adversely affect any Company Indemnified Party; provided that such indemnification shall be subject to any limitation imposed from time to time under any applicable Legal Requirement and that Buyer shall be able to amend the Organizational Documents of any of the Acquired Companies so long as it honors and fulfills the obligation to indemnify such Company Indemnified Parties pursuant to the foregoing obligations. Any Company Indemnified Party wishing to claim indemnification under this Section 11.2, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Buyer; provided, further, that the failure to so notify shall not affect the obligations of the Surviving Corporation under this Section 11.2 except (and only) to the extent permitted by applicable Lawsuch failure to notify materially prejudices Buyer.

D&O Indemnification. (a) From and after the Closing, Buyer shall, and shall cause the Sale Entities to, (i) indemnify, defend and hold harmless each current and former director, officer and employee of the Sale Entities and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of any Sale Entity (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with any Sale Entity occurring or alleged to have occurred before or on the Closing Date (including any Claim relating in whole or in part to this Agreement or the Contemplated Transactions), to the fullest extent permitted under applicable Law and (ii) assume all obligations of Seller Sellers and the Sale Entities to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the respective Organizational Documents of each of the Sale Entities as currently in effect and (B) any indemnification agreements with an Indemnitee, which shall in each case survive the Contemplated Transactions and continue in full force and effect to the extent permitted by applicable Law.

D&O Indemnification. The Buyer agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers or employees, as the case may be, of the Acquired Companies, as provided in their respective Organizational Documents or in any agreement with the Acquired Companies shall survive the Closing and shall continue in full force and effect. For a period of six (a6) From years from the Closing Date, the Buyer shall cause the Acquired Companies to maintain in effect the exculpation, indemnification and after advancement of expenses provisions of the ClosingOrganizational Documents of the Acquired Companies as in effect immediately prior to the 69838412_11 DB1/ 98258861.9 Closing Date or in any indemnification agreements of the Acquired Companies with any of their current or former respective directors, officers or employees as in effect immediately prior to the Closing Date, and the Buyer shall, and shall cause the Sale Entities toAcquired Companies to not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who at the Closing Date were current or former directors, officers or employees of the Acquired Companies; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. From and after the Closing Date, the Buyer shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Acquired Companies to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.11 without limit as to time. In the event that the Buyer or any Acquired Company or any of their respective successors or assigns (i) indemnify, defend consolidates with or merges into any other Person and hold harmless each current and former director, officer and employee shall not be the continuing or surviving corporation or entity of the Sale Entities and each person who served as a director, officer, member, trustee such consolidation or fiduciary of another corporation, partnership, joint venture, trust, pension merger or other employee benefit plan or enterprise if such service was at the request or for the benefit of any Sale Entity (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with any Sale Entity occurring or alleged to have occurred before or on the Closing Date (including any Claim relating in whole or in part to this Agreement or the Contemplated Transactions), to the fullest extent permitted under applicable Law and (ii) assume transfers or conveys all obligations or substantially all its business or assets to any Person, then, and in each such case, provision shall be made so that the successors and assigns of Seller and the Sale Entities Buyer or such Acquired Company, as the case may be, shall succeed to the Indemnitees obligations set forth in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the respective Organizational Documents of each of the Sale Entities as currently in effect and (B) any indemnification agreements with an Indemnitee, which shall in each case survive the Contemplated Transactions and continue in full force and effect to the extent permitted by applicable Lawthis Section 6.11.

D&O Indemnification. (a) From and after the ClosingClosing Date, Buyer shall, and shall cause the Sale Entities to, Company to (i) indemnify, defend indemnify and hold harmless each current present and former directormanager, director and officer and employee of the Sale Entities and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of any Sale Entity Company (each, an “Indemnitee” and, collectively, the “IndemniteesCompany Indemnified Parties”) ), against any and all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement Losses incurred or compromise) and expenses (including fees and expenses suffered by any of legal counsel) the Company Indemnified Parties in connection with any actual Liabilities or threatened claimany Action, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out ofof or pertaining to matters existing or occurring at or prior to the Closing Date, relating whether asserted or claimed prior to, at or after the Closing Date, to or the fullest extent that the Company would have been permitted under applicable Law and under the Company Organizational Documents as in effect on the date of this Agreement (but in each case, subject to the limitations on the Company’s ability to indemnify managers, directors and officers under Section 145 of the DGCL), to indemnify such Company Indemnified Parties and (ii) advance expenses as incurred by any Company Indemnified Party in connection with any action or omission relating matters for which such Company Indemnified Party is entitled to their position with any Sale Entity occurring or alleged to have occurred before or on indemnification from the Closing Date (including any Claim relating in whole or in part Company pursuant to this Agreement or the Contemplated Transactions), Section 5.7 to the fullest extent permitted under applicable Law or, if greater, under the Company Organizational Documents; provided, however, that the Company Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately and finally determined by a court of competent jurisdiction and all rights of appeal have lapsed that such Company Indemnified Party is not entitled to indemnification under applicable Law, the Company Organizational Documents, and pursuant to this Section 5.7. The terms and provisions of this Section 5.7 are intended to be in addition to the rights otherwise available to the Company Indemnified Parties by applicable Law, charter, bylaw or agreement, and shall operate for the benefit of, and shall be enforceable by, the Company Indemnified Parties and their respective heirs and representatives, each of whom is an intended third party beneficiary of this Section 5.7. In the event Buyer or the Company, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person, or (ii) assume transfers all obligations or substantially all of Seller its properties or assets to any Person, then, and the Sale Entities to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the respective Organizational Documents of each of the Sale Entities as currently in effect and (B) any indemnification agreements with an Indemnitee, which shall in each case, proper provision shall be made so that the successors and assigns of Buyer or the Company, as the case survive may be, honor the Contemplated Transactions and continue indemnification obligations set forth in full force and effect to the extent permitted by applicable Lawthis Section 5.7.

D&O Indemnification. (a) From The parties hereto agree that all rights to indemnification, advancement of expenses and after exculpation from liability for or in connection with acts or omissions occurring at any time prior to or on the Closing, Buyer shall, Closing Date (including in connection with this Agreement and shall cause the Sale Entities to, (itransactions contemplated hereunder) indemnify, defend and hold harmless each that now exist in favor of any Person who prior to or on the Closing Date is or was a current and or former director, manager, officer and or employee of a Transferred Subsidiary, or who at the Sale Entities and each person who request of Seller or any of its Affiliates served prior to or on the Closing Date in connection with the Business as a director, officer, member, manager, employee, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or any other employee benefit plan or enterprise if such service was at the request or for the benefit entity of any Sale Entity (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) type (each, a “ClaimD&O Indemnified Person”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with any Sale Entity occurring or alleged to have occurred before or on the Closing Date (including any Claim relating in whole or in part to this Agreement or the Contemplated Transactions), to the fullest extent permitted under applicable Law and (ii) assume all obligations of Seller and the Sale Entities to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in the Transferred Subsidiary Organizational Documents, or in any Contract between a D&O Indemnified Person and a Transferred Subsidiary (Aan “Indemnity Agreement”), will survive the Closing and will continue in full force and effect for six years following the Closing Date. In furtherance of the foregoing, for the six-year period following the Closing Date, Buyer will cause each of the Transferred Subsidiaries to, and each of the Transferred Subsidiaries shall, (i) the maintain in its respective Transferred Subsidiary Organizational Documents of each of the Sale Entities Transferred Subsidiaries provisions with respect to indemnification, advancement of expenses and exculpation from liability that in each such respect are at least as currently favorable to each D&O Indemnified Person as those contained in such Transferred Subsidiary’s respective Transferred Subsidiary Organizational Documents, as applicable, as in effect on the Execution Date, which provisions will not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any D&O Indemnified Person and (Bii) continue each Indemnity Agreement without termination, revocation, amendment or other modification that would adversely affect the rights thereunder of any indemnification agreements with an Indemnitee, which shall in each case survive the Contemplated Transactions and continue in full force and effect to the extent permitted by applicable LawD&O Indemnified Person.

D&O Indemnification. (a) From All rights to indemnification and after exculpation from liabilities for acts or omissions occurring at or prior to the Closing, Buyer shall, and shall cause the Sale Entities to, (i) indemnify, defend and hold harmless each current and former director, officer and employee Effective Time existing in favor of the Sale Entities and each person who served as a director, officer, member, trustee current or fiduciary former directors or officers of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of any Sale Entity (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) Company (each, a “ClaimCompany Indemnified Party”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with any Sale Entity occurring or alleged to have occurred before or on the Closing Date (including any Claim relating in whole or in part to this Agreement or the Contemplated Transactions), to the fullest extent permitted under applicable Law and (ii) assume all obligations of Seller and the Sale Entities to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in the Articles of Incorporation, the Company bylaws or in separate agreements between the Company and individual officers and directors, shall continue to be binding upon by the Surviving Corporation, and, for a period of six (A6) years after the respective Organizational Documents of each of Effective Time, Parent will fulfill and honor in all respects such obligations in accordance with the Sale Entities as currently in effect and (B) any indemnification agreements with an Indemnitee, which shall terms thereof in each case survive in effect on the Contemplated Transactions date hereof, and for such six (6) year period such rights will continue in full force and effect in accordance with their respective terms and shall not be amended, repealed or modified so as to adversely affect any Company Indemnified Party; provided that such indemnification shall be subject to any limitation imposed from time to time under Legal Requirement. Any Company Indemnified Party wishing to claim indemnification under this Section 5.21, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent and the Surviving Corporation, and shall deliver to Parent and the Surviving Corporation the undertaking contemplated by Washington Law; provided further that the failure to so notify shall not affect the obligations of the Surviving Corporation under this Section 5.21 except (and only) to the extent permitted by applicable Lawsuch failure to notify materially prejudices Parent or the Surviving Corporation.