Common use of D&O Indemnification Clause in Contracts

D&O Indemnification. (a) In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any individual who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of Star, Firstar, Foxtrot (DE) or any of their respective Subsidiaries, including any entity specified in the Star Disclosure Schedule or the Firstar Disclosure Schedule (the "Indemnified Parties"), is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of Star, Firstar, Foxtrot (DE) or any of their respective Subsidiaries or any entity specified in the Star Disclosure Schedule or the Firstar Disclosure Schedule or any of their respective predecessors or (ii) this Agreement, the Option Agreements or any of the transactions contemplated hereby or thereby, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, Foxtrot (DE) shall indemnify and hold harmless, as and to the fullest extent permitted by law, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorney's fees and expenses), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claims, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time); and Foxtrot (DE), after consultation with an Indemnified Party, shall retain counsel and direct the defense thereof, provided, however, that by virtue of the obligations herein set forth, (A) Foxtrot (DE) shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses incurred by any Indemnified Party in connection with the defense thereof, except that if Foxtrot (DE) fails or elects not to assume such defense or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between Foxtrot (DE) and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with Foxtrot (DE), and Foxtrot (DE) shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, (B) Foxtrot (DE) shall be obligated pursuant to this paragraph to pay for only one firm of counsel (in addition to local counsel in each applicable jurisdiction) for all Indemnified Parties, unless an Indemnified Party shall have reasonably concluded, based on the advice of counsel and after consultation with Foxtrot (DE), that in order to be adequately represented, separate counsel is necessary for such Indemnified Party, in which case, Foxtrot (DE) shall be obligated to pay for such separate counsel, (C) Foxtrot (DE) shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld) and (D) Foxtrot (DE) shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Foxtrot (DE) shall, to the fullest extent permitted by law, advance expenses to such Indemnified Parties prior to final disposition of any claim, suit, proceeding, or investigation upon receipt of an undertaking to repay any such advances of fees and expenses if such person is ultimately found not to be entitled to indemnification therefor. Any Indemnified Party wishing to claim Indemnification under this Section 6.10, upon learning of any such claim, action, suit, proceeding or investigation, shall notify Foxtrot (DE) thereof, provided that the failure to so notify shall not affect the obligations of Foxtrot (DE) under this Section 6.10 except to the extent such failure to notify materially prejudices Foxtrot (DE). Foxtrot (DE)'s obligations under this Section 6.10 shall continue in full force and effect for a period of six years from the Effective Time (or the period of the applicable statute of limitations, if longer); provided, however, that all rights to indemnification in respect of any claim (a "Claim") asserted or made within such period shall continue until the final disposition of such Claim.

D&O Indemnification. (a) In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any individual who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of Star, Firstar, Foxtrot Firstar (DE) WI), Merger Sub or any of their respective Subsidiaries, including any entity specified in the Star Disclosure Schedule or the Firstar Disclosure Schedule (the "Indemnified Parties"), is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of Star, Firstar, Foxtrot Firstar (DE) WI), Merger Sub or any of their respective Subsidiaries or any entity specified in the Star Disclosure Schedule or the Firstar Disclosure Schedule or any of their respective predecessors or (ii) this Agreement, the Option Agreements or any of the transactions contemplated hereby or thereby, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, Foxtrot Firstar (DEWI) shall indemnify and hold harmless, as and to the fullest extent permitted by law, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorney's fees and expenses), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claims, action, suit, proceeding or investigation, ; and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time); and Foxtrot Firstar (DEWI), after consultation with an Indemnified Party, shall retain counsel and direct the defense thereof, providedPROVIDED, howeverHOWEVER, that by virtue of the obligations herein set forth, (A) Foxtrot Firstar (DEWI) shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses incurred by any Indemnified Party in connection with the defense thereof, except that if Foxtrot Firstar (DEWI) fails or elects not to assume such defense or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between Foxtrot Firstar (DEWI) and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with Foxtrot Firstar (DEWI), and Foxtrot Firstar (DEWI) shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, (B) Foxtrot Firstar (DEWI) shall be obligated pursuant to this paragraph to pay for only one firm of counsel (in addition to local counsel in each applicable jurisdiction) for all Indemnified Parties, unless an Indemnified Party shall have reasonably concluded, based on the advice of counsel and after consultation with Foxtrot Firstar (DEWI), that in order to be adequately represented, separate counsel is necessary for such Indemnified Party, in which case, Foxtrot Firstar (DEWI) shall be obligated to pay for such separate counsel, (C) Foxtrot Firstar (DEWI) shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld) and (D) Foxtrot Firstar (DEWI) shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Foxtrot Firstar (DEWI) shall, to the fullest extent permitted by law, advance expenses to such Indemnified Parties prior to final disposition of any claim, suit, proceeding, or investigation upon receipt of an undertaking to repay any such advances of fees and expenses if such person is ultimately found not to be entitled to indemnification therefor. Any Indemnified Party wishing to claim Indemnification under this Section 6.10, upon learning of any such claim, action, suit, proceeding or investigation, shall notify Foxtrot Firstar (DEWI) thereof, provided that the failure to so notify shall not affect the obligations of Foxtrot Firstar (DEWI) under this Section 6.10 except to the extent such failure to notify materially prejudices Foxtrot Firstar (DEWI). Foxtrot Firstar (DEWI)'s obligations under this Section 6.10 shall continue in full force and effect for a period of six years from the Effective Time (or the period of the applicable statute of limitations, if longer); providedPROVIDED, howeverHOWEVER, that all rights to indemnification in respect of any claim (a "Claim") asserted or made within such period shall continue until the final disposition of such Claim.

D&O Indemnification. (a) In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any individual who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of Star, Firstar, Foxtrot (DE) HFP or any of their respective Subsidiaries, including any entity specified in the Star Disclosure Schedule or the Firstar Disclosure Schedule its Subsidiaries (the "Indemnified Parties"), is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of Star, Firstar, Foxtrot (DE) HFP or any of their respective its Subsidiaries or any entity specified in the Star Disclosure Schedule or the Firstar Disclosure Schedule or any of their respective predecessors or (ii) this Agreement, the Option Agreements Agreement or any of the transactions contemplated hereby or thereby, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, Foxtrot (DE) the Surviving Corporation shall, and Xxxxxx shall cause the Surviving Corporation to, indemnify and hold harmless, as and to the fullest extent permitted presently provided in the HFP Charter, the HFP Bylaws and the indemnification agreements entered into by lawHFP as of the date hereof, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorney's fees and expenses), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claims, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time); and Foxtrot (DE)Xxxxxx, after consultation with an Indemnified Party, shall retain counsel and direct the defense thereof, provided, however, that by virtue of the obligations herein set forth, (A) Foxtrot (DE) neither Xxxxxx nor the Surviving Corporation shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses incurred by any Indemnified Party in connection with the defense thereof, except that if Foxtrot (DE) Xxxxxx fails or elects not to assume such defense defense, or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between Foxtrot (DE) Xxxxxx and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them and Xxxxxx after consultation with Foxtrot (DE)Xxxxxx, and Foxtrot (DE) Xxxxxx shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, (B) Foxtrot (DE) Xxxxxx shall be obligated pursuant to this paragraph to pay for only one firm of counsel (in addition to a single firm of local counsel in each applicable jurisdiction) for all Indemnified Parties, unless an Indemnified Party shall have reasonably concluded, based on the advice of counsel and after consultation with Foxtrot (DE)Xxxxxx, that in order to be adequately represented, separate counsel is necessary for such Indemnified Party, in which case, Foxtrot (DE) Xxxxxx shall be obligated to pay for such separate counselcounsel reasonably satisfactory to the Indemnified Parties, (C) Foxtrot (DE) neither Xxxxxx nor the Surviving Corporation shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld) and (D) Foxtrot (DE) neither Xxxxxx nor the Surviving Corporation shall have no any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Foxtrot (DE) Xxxxxx shall, to the fullest extent permitted by law, advance expenses to such Indemnified Parties prior to final disposition of any claim, suit, proceeding, or investigation upon receipt of an undertaking to repay any such advances of fees and expenses if such person is ultimately found not to be entitled to indemnification therefor. Any Indemnified Party wishing to claim Indemnification under this Section 6.106.9, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Foxtrot (DE) Xxxxxx thereof, in writing, provided that the failure to so notify shall not affect the obligations of Foxtrot (DE) Xxxxxx under this Section 6.10 6.9 except to the extent such failure to notify materially prejudices Foxtrot (DE)Xxxxxx. Foxtrot (DE)'s Xxxxxx'x obligations under this Section 6.10 6.9 shall continue in full force and effect for a period of six years from the Effective Time (or the period of the applicable statute of limitations, if longer)Time; provided, however, that all rights to indemnification in respect of any claim (a "Claim") asserted or made within such period shall continue until the final disposition of such Claim.

D&O Indemnification. (a) In From and after the event of any threatened or actual claimClosing, actionBuyer shall, suitand shall cause the Acquired Companies to, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any individual who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of Star, Firstar, Foxtrot (DE) or any of their respective Subsidiaries, including any entity specified in the Star Disclosure Schedule or the Firstar Disclosure Schedule (the "Indemnified Parties"), is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) indemnify, defend and hold harmless all of the fact that he is or was a director or officer past and present officers, directors, members, managers and employees (in all of Star, Firstar, Foxtrot such capacities) of each of the Acquired Companies (DE) or any of their respective Subsidiaries or any entity specified in the Star Disclosure Schedule or the Firstar Disclosure Schedule or any of their respective predecessors or (ii) this Agreementcollectively, the Option Agreements “D&O Indemnitees”) from and against all costs or any expenses (including advancing attorneys’ fees and expenses in advance of the transactions contemplated hereby final disposition of any actual or thereby, whether in any case asserted threatened claim or arising before or after the Effective Time, the parties hereto agree Proceeding to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, Foxtrot (DE) shall indemnify and hold harmless, as and each D&O Indemnitee to the fullest extent permitted by lawapplicable Law), each such Indemnified Party against any judgments, fines, losses, claims, damages, liabilities, costs, expenses (including reasonable attorney's fees and expenses), judgments, fines liabilities and amounts paid in settlement in connection with any actual or threatened claim or Proceeding arising out of, relating to or resulting from the fact that such threatened D&O Indemnitee is or actual claimswas an officer, actiondirector, suitmember, proceeding manager or investigation, and in the event employee of any such threatened Acquired Company or actual claimis or was serving at the request of any Acquired Company as an officer, actiondirector, suittrustee, proceeding member, manager or investigation (employee of any other Person, in each case, at or prior to the Closing, whether asserted or arising before claimed prior to, at or after the Effective Time); and Foxtrot Closing (DE), after consultation including with an Indemnified Party, shall retain counsel and direct the defense thereof, provided, however, that by virtue of the obligations herein set forth, (A) Foxtrot (DE) shall not be liable respect to any Indemnified Party for any legal expenses of other counsel acts or any other expenses incurred by any Indemnified Party omissions occurring in connection with the defense thereof, except that if Foxtrot (DE) fails Transaction Documents and the consummation of the Transactions at or elects not prior to assume such defense or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between Foxtrot (DEClosing) and provide advancement of expenses to the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with Foxtrot D&O Indemnitees (DEwithin ten (10) days of receipt by Buyer or any Acquired Company from a D&O Indemnitee of a request therefor), and Foxtrot (DE) shall pay in all such cases, to the reasonable fees and greatest extent that such Persons are indemnified or have the right to advancement of expenses of such counsel for prior to the Indemnified Parties promptly as statements therefor are receivedClosing by any Acquired Company pursuant to its organizational documents in existence prior to the Closing, (Bii) Foxtrot without limitation of the foregoing clause (DE) shall be obligated pursuant to this paragraph to pay for only one firm of counsel (in addition to local counsel in each applicable jurisdiction) for all Indemnified Parties, unless an Indemnified Party shall have reasonably concluded, based on the advice of counsel and after consultation with Foxtrot (DEi), that in order to be adequately represented, separate counsel is necessary for such Indemnified Party, in which case, Foxtrot (DE) shall be obligated to pay for such separate counsel, (C) Foxtrot (DE) shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld) and (D) Foxtrot (DE) shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Foxtrot (DE) shall, to the fullest extent permitted by lawapplicable Law, advance include and not amend, repeal or modify, and otherwise cause to be maintained in effect the provisions regarding elimination of liability of officers and directors, and indemnification of and advancement of expenses to such Indemnified Parties prior to final disposition officers, directors, members, managers and employees contained in the organizational documents of any claimAcquired Company, suitand (iii) not settle, proceedingcompromise or consent to the entry of any judgment in any Proceeding or threatened Proceeding (and in which indemnification could be sought by a D&O Indemnitee hereunder), unless such settlement, compromise or investigation upon receipt consent includes an unconditional release of an undertaking such D&O Indemnitee from all liability arising out of, relating to repay any or resulting from such advances Proceeding or such D&O Indemnitee otherwise consents in writing to the entry of fees and expenses if such person is ultimately found judgment (such consent not to be entitled unreasonably withheld, conditioned or delayed), and cooperates in the defense of such Proceeding or threatened Proceeding. (b) If, following the Closing, any Acquired Company, or any of its respective successors or assigns, (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger and (ii) shall transfer all or substantially all of its properties and assets to indemnification therefor. Any Indemnified Party wishing to claim Indemnification any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of such Acquired Company or any of their respective successors or assigns, as the case may be, shall assume all of the obligations set forth in this Section 8.1. (c) The rights of the D&O Indemnitees under this Section 6.108.1 shall be in addition to any rights such D&O Indemnitees may have under the organizational documents of the Acquired Companies, upon learning or under any applicable Contracts or Laws, and Buyer shall, and shall cause each of any such claimthe Acquired Companies to, action, suit, proceeding or investigation, shall notify Foxtrot honor and perform under all indemnification agreements entered into by the Acquired Companies as in effect as of the date of this Agreement. (DEd) thereof, provided that the failure to so notify shall not affect the The obligations of Foxtrot (DE) Buyer and the Acquired Companies under this Section 6.10 except 8.1 shall not be terminated, amended or modified in any manner so as to adversely affect any D&O Indemnitee (including such Person’s successors, heirs and legal representatives) to whom this Section 8.1 applies without the written consent of such affected D&O Indemnitee (it being expressly agreed that the D&O Indemnitees to whom this Section 8.1 applies shall be third-party beneficiaries of this Section 8.1, and this Section 8.1 shall be enforceable by such D&O Indemnitees and their respective successors, heirs and legal representatives and shall be binding on all successors and assigns of Buyer and each Acquired Company). (e) Seller shall maintain, or cause to be maintained, at Buyer’s expense, until the sixth (6th) anniversary of the Closing Date, a directors’ and officers’ liability, employment practices liability, and fiduciary liability insurance coverage policy that shall cover the acts of the officers and directors of the Acquired Companies occurring prior to the extent Closing, which policy provides coverage that is at least equal to the Acquired Companies’ current directors’ and officers’ liability insurance coverage policies. Buyer and the Acquired Companies shall cause such failure policy to notify materially prejudices Foxtrot (DE). Foxtrot (DE)'s obligations under this Section 6.10 shall continue be maintained in full force and effect effect, for a period its term, and Buyer shall, or shall cause each Acquired Company to, honor all of six years from the Effective Time (its or the period of the applicable statute of limitations, if longer); provided, however, that all rights to indemnification in respect of any claim (a "Claim") asserted or made within such period shall continue until the final disposition of such Claimtheir respective obligations thereunder.