Common use of Indemnification and Advancement Clause in Contracts

Indemnification and Advancement. (a) From and after the Effective Time, Parent shall indemnify and hold harmless the Stockholder and the Stockholder’s Representatives (collectively, the “Indemnified Parties” and, individually, an “Indemnified Party”), against, and reimburse them for, all reasonable attorneys’ fees and disbursements, incurred or payable by an Indemnified Party from and after the date of this Agreement in connection with any action, suit, proceeding, arbitration or investigation which such Indemnified Party is made party to by reason of or in any way relating to such Stockholder entering into this Agreement or performing its obligations hereunder (each and collectively, a “Proceeding”); provided, however, that in no event shall Parent be required to indemnify and/or reimburse any Indemnified Party for: (a) more than an aggregate of $250,000 of attorneys’ fees and disbursements for all of the Indemnified Parties (which, for the avoidance of doubt, includes all Representatives of the Stockholder, including Affiliates of the Stockholder which are entering into separate voting and support agreements with Parent on the date hereof); or (b) any other damage, loss, liability, judgement, settlement, payment, cost or expense arising from any Proceeding. (b) Promptly after receipt by an Indemnified Party of notice of its involvement in any such Proceeding relating in any way to the matters set forth in Section 5.06(a), the Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against Parent pursuant to Section 5.06(a), notify Parent of such involvement. Failure by an Indemnified Party to so notify Parent shall not relieve Parent from the obligation to indemnify the Indemnified Party pursuant to this Section 5.06 unless Parent is actually prejudiced as a result of such failure. Parent shall be entitled to assume the defense of any such Proceeding with counsel reasonably satisfactory to the Indemnified Party. Without limiting Parent’s obligation to indemnify, reimburse and hold harmless the Indemnified Parties pursuant to Section 5.06(a), upon assumption by Parent of the defense of any such Proceeding, the applicable Indemnified Party shall have the right to participate in such Proceeding and to retain its own counsel at Parent’s expense; provided, however, that Parent shall not, in connection with any one such Proceeding or separate but substantially similar Proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such Proceeding. Parent shall not consent to the terms of any compromise or settlement of any Proceeding defended by Parent in accordance with the foregoing without the prior written consent of the applicable Indemnified Party and the Stockholder. (c) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to insurance claims under any policy that is or has been purchased by an Affiliate of Stockholder, it being understood and agreed that the indemnification provided for in this Section 5.06 is not prior to or in substitution for any claims under such policies. Nothing in this Agreement is intended to, shall be construed to or shall release, waive, limit or impair any rights to indemnification, contribution, advancement of expenses or insurance to which Xxxxxx Xxxxxxxxxx is entitled under the the Company’s or the Surviving Corporation’s certificate of incorporation and bylaws (or such documents of any successor to the business of either Person), any agreement Xxxxxx Xxxxxxxxxx has with the Company or the Surviving Corporation or any predecessor or successor to either such Person or its business or the Merger Agreement. (d) If Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any one Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent shall assume the obligations set forth in this Section 5.06 (e) The rights of each Indemnified Party under this Section 5.06 shall be in addition to any rights such Person may have under the charter or bylaws of the Company or any of its subsidiaries under Delaware law or any other applicable laws or under any agreement of any Indemnified Party with the Company or any of its subsidiaries. These rights shall survive consummation of any acquisition of the Company by Parent and are intended to benefit, and shall be enforceable by, each Indemnified Party.

Indemnification and Advancement. (a) From and after the Effective Time, Parent shall indemnify and hold harmless the Stockholder and the Stockholder’s Representatives (collectively, the “Indemnified Parties” and, individually, an “Indemnified Party”), against, and reimburse them for, all reasonable attorneys’ fees and disbursements, incurred or payable by an Indemnified Party from and after the date of this Agreement in connection with any action, suit, proceeding, arbitration or investigation which such Indemnified Party is made party to by reason of or in any way relating to such Stockholder entering into this Agreement or performing its obligations hereunder (each and collectively, a “Proceeding”); provided, however, that in no event shall Parent be required to indemnify and/or reimburse any Indemnified Party for: (a) more than an aggregate of $250,000 of attorneys’ fees and disbursements for all of the Indemnified Parties (which, for the avoidance of doubt, includes all Representatives of the Stockholder, including Affiliates of the Stockholder which are entering into separate voting and support agreements with Parent on the date hereof); or (b) any other damage, loss, liability, judgement, settlement, payment, cost or expense arising from any Proceeding. (b) Promptly after receipt by an Indemnified Party of notice of its involvement in any such Proceeding relating in any way to the matters set forth in Section 5.06(a4.06(a), the Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against Parent pursuant to Section 5.06(a4.06(a), notify Parent of such involvement. Failure by an Indemnified Party to so notify Parent shall not relieve Parent from the obligation to indemnify the Indemnified Party pursuant to this Section 5.06 4.06 unless Parent is actually prejudiced as a result of such failure. Parent shall be entitled to assume the defense of any such Proceeding with counsel reasonably satisfactory to the Indemnified Party. Without limiting Parent’s obligation to indemnify, reimburse and hold harmless the Indemnified Parties pursuant to Section 5.06(a), upon assumption by Parent of the defense of any such Proceeding, the applicable Indemnified Party shall have the right to participate in such Proceeding and to retain its own counsel at Parent’s expense; provided, however, that Parent shall not, in connection with any one such Proceeding or separate but substantially similar Proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such Proceeding. Parent shall not consent to the terms of any compromise or settlement of any Proceeding defended by Parent in accordance with the foregoing without the prior written consent of the applicable Indemnified Party and the Stockholder. (c) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to insurance claims under any policy that is or has been purchased by an Affiliate of Stockholder, it being understood and agreed that the indemnification provided for in this Section 5.06 is not prior to or in substitution for any claims under such policies. Nothing in this Agreement is intended to, shall be construed to or shall release, waive, limit or impair any rights to indemnification, contribution, advancement of expenses or insurance to which Xxxxxx Xxxxxxxxxx is entitled under the the Company’s or the Surviving Corporation’s certificate of incorporation and bylaws (or such documents of any successor to the business of either Person), any agreement Xxxxxx Xxxxxxxxxx has with the Company or the Surviving Corporation or any predecessor or successor to either such Person or its business or the Merger Agreement. (d) If Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any one Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent shall assume the obligations set forth in this Section 5.06 (e) The rights of each Indemnified Party under this Section 5.06 shall be in addition to any rights such Person may have under the charter or bylaws of the Company or any of its subsidiaries under Delaware law or any other applicable laws or under any agreement of any Indemnified Party with the Company or any of its subsidiaries. These rights shall survive consummation of any acquisition of the Company by Parent and are intended to benefit, and shall be enforceable by, each Indemnified Party.

Indemnification and Advancement. (a) From and after the Effective Time, Parent shall indemnify jointly and severally indemnify, defend and hold harmless the Stockholder Principal Holders and all of their members, affiliates (as defined in the Stockholder’s Representatives Merger Agreement), partners, and each of their respective officers, directors, managing directors, employees, members, partners, attorneys and representatives (collectively, the “Indemnified Parties” and, individually, an “Indemnified Party”), against, against any payments made or payable by any Indemnified Party in respect of (i) costs and reimburse them for, all expenses (including reasonable attorneys’ fees fees) incurred, (ii) judgments, fines, losses, amounts paid in settlement, claims, penalties and disbursements, damages incurred or payable suffered and (iii) liabilities incurred, in each case, by an any Indemnified Party from and after the date of this Agreement in connection with any actionParty, suit, proceeding, arbitration or investigation which such Indemnified Party is made party to arising by reason of or in any way relating to such Stockholder Principal Holder entering into this Agreement or performing its obligations hereunder hereunder, whether civil, criminal, administrative or investigative (each and collectivelyincluding, a “Proceeding”); providedwithout limitation, however, that in no event shall Parent be required to indemnify and/or reimburse any Indemnified Party for: (a) more than an aggregate the advancement of $250,000 of attorneys’ reasonable attorney’s fees and disbursements for all of the Indemnified Parties (whichdisbursements, for the avoidance of doubtwhich shall be paid, includes all Representatives of the Stockholder, including Affiliates of the Stockholder which are entering into separate voting and support agreements with reimbursed or advanced by Parent on a monthly basis prior to the date hereoffinal disposition thereof without the requirement of any bond or other security); or (b) any other damage, loss, liability, judgement, settlement, payment, cost or expense arising from any Proceeding. (b) Promptly after receipt by an Indemnified Party of notice of its involvement in any such Proceeding action, suit, proceeding, arbitration or investigation relating in any way to the matters set forth in Section 5.06(a)5.7(a) arising after the date hereof, the Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against Parent pursuant to Section 5.06(a5.7(a), notify Parent of such involvement. Failure by an Indemnified Party to so notify Parent shall not relieve Parent from the obligation to indemnify the Indemnified Party pursuant to this Section 5.06 5.7 unless Parent is actually prejudiced as a result of such failure. Parent shall be entitled to assume the defense of any such Proceeding action, suit, proceeding, arbitration or investigation as well as any action, suit, proceeding, arbitration or investigation existing prior to the date hereof and subject to indemnification pursuant to Section 5.7(a), with counsel reasonably satisfactory to selected by the Indemnified Party. Without limiting Parent’s ’ obligation to indemnify, reimburse defend and hold harmless the Indemnified Parties pursuant to Section 5.06(a5.7(a), upon assumption by Parent of the defense of any such Proceedingaction, suit, proceeding, arbitration or investigation, the applicable Indemnified Party shall have the right to participate in such Proceeding action, suit, proceeding, arbitration or investigation and to retain its own counsel at Parent’s ’ expense; provided, however, that Parent shall not, in connection with any one such Proceeding action, suit, proceeding, arbitration or investigation or separate but substantially similar Proceedings actions, suits, proceedings, arbitrations or investigations arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such Proceedingaction, suit, proceeding, arbitration or investigation. Parent shall not consent to the terms of any compromise or settlement of any Proceeding action, suit, proceeding, arbitration or investigation defended by Parent in accordance with the foregoing without the prior written consent of the applicable Indemnified Party, unless such compromise or settlement (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action, suit, proceeding, arbitration or investigation (and the Stockholderdoes not impose any injunctive or other equitable relief or other continuing obligation on any Indemnified Party) and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party. (c) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to insurance claims under any policy that is or has been purchased by an Affiliate in existence with respect to the Company or any of Stockholderits directors, agents or stockholders, it being understood and agreed that the indemnification provided for in this Section 5.06 5.7 is not prior to or in substitution for any such claims under such policies. Nothing in this Agreement is intended to, shall be construed to or shall release, waive, limit or impair any rights to indemnification, contribution, advancement of expenses or insurance to which Xxxxxx Xxxxxxxxxx is entitled under the the Company’s or the Surviving Corporation’s certificate of incorporation and bylaws (or such documents of any successor to the business of either Person), any agreement Xxxxxx Xxxxxxxxxx has with the Company or the Surviving Corporation or any predecessor or successor to either such Person or its business or the Merger Agreement. (d) If Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any one Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent shall assume the obligations set forth in this Section 5.065.7. (e) The rights of each Indemnified Party under this Section 5.06 5.7 shall be in addition to any rights such Person person may have under the charter or bylaws of the Company or any of its subsidiaries subsidiaries, under Delaware law or any other applicable laws or under any agreement of any Indemnified Party with the Company or any of its subsidiaries. These rights shall survive consummation of any acquisition of the Company by Parent and are intended to benefit, and shall be enforceable by, each Indemnified Party. Notwithstanding anything herein to the contrary and for the avoidance of doubt, the parties hereto acknowledge and agree that the rights under this Section 5.7 shall only be available to a Principal Holder solely in its capacity as the record and/or beneficial owner of the Covered Shares (and not in any other capacity, including, for the avoidance of doubt, capacity as a director of the Company).

Indemnification and Advancement. (a) From and after the Effective Time, Parent shall indemnify and The Company hereby agrees to hold harmless and indemnify the Stockholder Investors, the Investors’ direct and the Stockholder’s Representatives indirect subsidiaries, Affiliated Entities and corporations, and each of their partners, officers, directors, employees, stockholders, agents, and representatives (collectively, referred to as the “Indemnified Parties” and, individually, an “Indemnified PartyInvestor Indemnitees”) against any and all expenses (including attorneys’ fees), againstdamages, and reimburse them forjudgments, all reasonable attorneys’ fees and disbursementsfines, incurred amounts paid in settlements, or payable by any other amounts that an Indemnified Party from and after the date Investor Indemnitee incurs as a result of this Agreement any claim or claims made against it in connection with any threatened, pending or completed action, suit, proceedingarbitration, arbitration investigation or investigation which such Indemnified Party is made party to by reason of other proceeding arising out of, or in any way relating to such Stockholder entering into the Investors’ actions in connection with any transaction undertaken in connection with this Agreement or performing its obligations hereunder (each and collectively, a “Proceeding”)Agreement; provided, however, that no Investor Indemnitee shall be entitled to be held harmless or indemnified by the Company for acts, conduct or omissions as to which there has been a final adjudication that such Investor Indemnitee engaged in no event shall Parent be required to indemnify and/or reimburse any Indemnified Party for: (a) more than an aggregate of $250,000 of attorneys’ fees intentional misconduct or in knowing and disbursements for all culpable violation of the Indemnified Parties (which, for the avoidance of doubt, includes all Representatives of the Stockholder, including Affiliates of the Stockholder which are entering into separate voting and support agreements with Parent on the date hereof); or (b) any other damage, loss, liability, judgement, settlement, payment, cost or expense arising from any Proceedinglaw. (b) Promptly after receipt The Company shall reimburse, promptly following request therefor, all reasonable expenses incurred by an Indemnified Party of notice of its involvement Investor Indemnitee in connection with any such Proceeding threatened, pending or completed action, suit, arbitration, investigation or other proceeding arising out of, or relating in any way to the matters set forth in Section 5.06(a)to, the Indemnified Party shallInvestors’ actions in connection with any transaction undertaken in connection with this Agreement, if a claim for indemnification in respect thereof is to be made against Parent pursuant to Section 5.06(a)provided, notify Parent of such involvement. Failure by an Indemnified Party to so notify Parent shall not relieve Parent from the obligation to indemnify the Indemnified Party pursuant to this Section 5.06 unless Parent is actually prejudiced as a result of such failure. Parent however, that no Investor Indemnitee shall be entitled to assume reimbursement in connection with acts, conduct or omissions as to which there has been a final adjudication that such Investor Indemnitee engaged in intentional misconduct, in knowing and culpable violation of the law. (c) The Company’s indemnity obligations set forth above are subject to the Investors providing prompt written notice of a claim. The Company shall control the defense of any such Proceeding action and, at its discretion, may enter into a stipulation of discontinuance or settlement thereof; provided that the Company may not discontinue any action or settle any claim in a manner that does not unconditionally release the Investors without the Investors’ prior written approval. The Investors shall, at the Company’s expense and reasonable request, cooperate with counsel reasonably satisfactory the Company in any such defense and shall make available to the Indemnified Party. Without limiting ParentCompany at the Company’s obligation to indemnifyexpense all those persons, reimburse and hold harmless documents (excluding attorney/client or attorney work product materials) reasonably required by the Indemnified Parties pursuant to Section 5.06(a), upon assumption by Parent of Company in the defense of any such Proceedingaction. The Investors may, the applicable Indemnified Party shall have the right to participate at their expense, assist in such Proceeding and to retain its own counsel at Parent’s expense; provided, however, that Parent shall not, in connection with any one such Proceeding or separate but substantially similar Proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such Proceeding. Parent shall not consent to the terms of any compromise or settlement of any Proceeding defended by Parent in accordance with the foregoing without the prior written consent of the applicable Indemnified Party and the Stockholder. (c) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to insurance claims under any policy that is or has been purchased by an Affiliate of Stockholder, it being understood and agreed that the indemnification provided for in this Section 5.06 is not prior to or in substitution for any claims under such policies. Nothing in this Agreement is intended to, shall be construed to or shall release, waive, limit or impair any rights to indemnification, contribution, advancement of expenses or insurance to which Xxxxxx Xxxxxxxxxx is entitled under the the Company’s or the Surviving Corporation’s certificate of incorporation and bylaws (or such documents of any successor to the business of either Person), any agreement Xxxxxx Xxxxxxxxxx has with the Company or the Surviving Corporation or any predecessor or successor to either such Person or its business or the Merger Agreementdefense. (d) If Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets The Company’s liability to any one Person, thenInvestor Indemnitee under this section shall be limited to the amount received by the Company from such Investor Indemnitee, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent shall assume the obligations set forth in this Section 5.06 (e) The rights of each Indemnified Party Company’s aggregate cumulative liability under this Section 5.06 shall be in addition limited to any rights such Person may have under the charter or bylaws of amount received by the Company or any of its subsidiaries under Delaware law or any other applicable laws or under any agreement of any Indemnified Party with pursuant to the Company or any of its subsidiaries. These rights shall survive consummation of any acquisition of the Company transaction contemplated by Parent and are intended to benefit, and shall be enforceable by, each Indemnified Partythis Agreement.

Indemnification and Advancement. (a) From and after the Effective Time, Parent shall indemnify and hold harmless the Stockholder and the Stockholder’s Representatives (collectively, the “Indemnified Parties” and, individually, an “Indemnified Party”), against, and reimburse them for, all reasonable attorneys’ fees and disbursements, incurred or payable by an Indemnified Party from and after the date of this Agreement in connection with any action, suit, proceeding, arbitration or investigation which such Indemnified Party is made party to by reason of or in any way relating to such Stockholder entering into this Agreement or performing its obligations hereunder (each and collectively, a “Proceeding”); provided, however, that in no event shall Parent be required to indemnify and/or reimburse any Indemnified Party for: (a) more than an aggregate of $250,000 of attorneys’ fees and disbursements for all of the Indemnified Parties (which, for the avoidance of doubt, includes all Representatives of the Stockholder, including Affiliates of the Stockholder which are entering into separate voting and support agreements with Parent on the date hereof); or (b) any other damage, loss, liability, judgement, settlement, payment, cost or expense arising from any Proceeding. (b) Promptly after receipt by an Indemnified Party of notice of its involvement in any such Proceeding relating in any way to the matters set forth in Section 5.06(a4.06(a), the Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against Parent pursuant to Section 5.06(a4.06(a), notify Parent of such involvement. Failure by an Indemnified Party to so notify Parent shall not relieve Parent from the obligation to indemnify the Indemnified Party pursuant to this Section 5.06 4.06 unless Parent is actually prejudiced as a result of such failure. Parent shall be entitled to assume the defense of any such Proceeding with counsel reasonably satisfactory to the Indemnified Party. Without limiting Parent’s obligation to indemnify, reimburse and hold harmless the Indemnified Parties pursuant to Section 5.06(a4.06(a), upon assumption by Parent of the defense of any such Proceeding, the applicable Indemnified Party shall have the right to participate in such Proceeding and to retain its own counsel at Parent’s expense; provided, however, that Parent shall not, in connection with any one such Proceeding or separate but substantially similar Proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such Proceeding. Parent shall not consent to the terms of any compromise or settlement of any Proceeding defended by Parent in accordance with the foregoing without the prior written consent of the applicable Indemnified Party and the Stockholder. (c) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to insurance claims under any policy that is or has been purchased by an Affiliate of Stockholder, it being understood and agreed that the indemnification provided for in this Section 5.06 4.06 is not prior to or in substitution for any claims under such policies. Nothing in this Agreement is intended to, shall be construed to or shall release, waive, limit or impair any rights to indemnification, contribution, advancement of expenses or insurance to which Xxxxxx Xxxxxxxxxx is entitled under the the Company’s or the Surviving Corporation’s certificate of incorporation and bylaws (or such documents of any successor to the business of either Person), any agreement Xxxxxx Xxxxxxxxxx has with the Company or the Surviving Corporation or any predecessor or successor to either such Person or its business or the Merger Agreement. (d) If Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any one Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent shall assume the obligations set forth in this Section 5.064.06 (e) The rights of each Indemnified Party under this Section 5.06 4.06 shall be in addition to any rights such Person may have under the charter or bylaws of the Company or any of its subsidiaries under Delaware law or any other applicable laws or under any agreement of any Indemnified Party with the Company or any of its subsidiaries. These rights shall survive consummation of any acquisition of the Company by Parent and are intended to benefit, and shall be enforceable by, each Indemnified Party.