Common use of Indemnification and Insurance; Legal Expenses Clause in Contracts

Indemnification and Insurance; Legal Expenses. The Company shall indemnify the Employee to the fullest extent permitted by law, in effect at the time of the subject act or omission, and shall advance to the Employee reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject, to the extent required by applicable law, to an undertaking from the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Employee was not entitled to the reimbursement of such fees and expenses), and the Employee will be entitled to the protection of any insurance policies that the Company may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries, or his serving or having served any other enterprise or benefit or equity plan as a director, officer, employee or fiduciary at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The Company covenants to maintain during the Employee’s employment and for six (6) years thereafter for the benefit of the Employee (in his capacity as an officer of the Company) Directors and Officers Insurance providing benefits to the Employee no less favorable, taken as a whole, than the benefits provided to the other similarly situated employees of the Company by the Directors and Officers Insurance maintained by the Company on the date hereof or, if greater, hereafter; provided, however, that the Board may elect to terminate Directors and Officers Insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not commercially available. The foregoing shall not affect Employee’s right to indemnification and insurance coverage with regard to his prior service as a director of the Company and other entities in the Company.

Indemnification and Insurance; Legal Expenses. The During the Term and thereafter, the Company and Parent shall indemnify the Employee Executive to the fullest extent permitted by lawthe laws of Delaware and Luxembourg, respectively, as in effect at the time of the subject act or omission, and shall advance to the Employee Executive reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject, to the extent required by applicable law, subject to an undertaking from the Employee Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Employee Executive was not entitled to the reimbursement of such fees and expenses), ) and the Employee will Executive shall be entitled to the protection of any insurance policies that the Company may elect to and/or Parent shall maintain generally for the benefit of its their respective directors and officers (“Directors and Officers Insurance”) against all costs, charges and expenses incurred or sustained by him Executive in connection with any dispute, claim, controversy, action, suit or proceeding to which he Executive may be made a party by reason (whether in whole or in part, to the fullest extent permitted by applicable law) of his or her being or having been a director, officer officer, employee or employee service provider of the Company or any of its subsidiaries, Affiliates or his or her serving or having served any other enterprise or benefit or equity plan as a director, officer, employee or fiduciary service provider at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The During the Term and thereafter, the Company covenants to and/or Parent will maintain during the Employee’s employment and for six (6) years thereafter for the benefit of the Employee Executive (in his or her capacity as an officer and/or director of the CompanyCompany and Parent, as applicable) Directors and Officers Insurance providing customary benefits to the Employee no less favorableExecutive. During the Term, taken as a whole, than the benefits provided to the other similarly situated employees of the Company by and Executive will in good faith review and agree upon the level of Directors and Officers Insurance maintained by in effect for the Company on the date hereof or, if greater, hereafter; provided, however, that the Board may elect to terminate Directors and Officers Insurance for all benefit of officers and directors. For the avoidance of doubt, including this Section 21 shall survive indefinitely following the Employee, if termination of the Board determines in good faith that such insurance is not commercially available. The foregoing shall not affect EmployeeExecutive’s right to indemnification and insurance coverage employment with regard to his prior service as a director of the Company and other entities in the Companyits affiliates.

Indemnification and Insurance; Legal Expenses. The Company shall indemnify the Employee to the fullest extent permitted by law, in effect at the time of the subject act or actor omission, and shall advance to the Employee reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject, to the extent required by applicable law, subject to an undertaking from the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Employee was not entitled to the reimbursement of such fees and expenses), and the Employee will be entitled to the protection of any insurance policies that the Company may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries, or his serving or having served any other enterprise or benefit or equity plan as a director, officer, officer or employee or fiduciary at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The Company covenants to maintain during the Employee’s employment and for six (6) years thereafter for the benefit of the Employee (in his capacity as an officer of the Company) Directors and Officers Insurance providing benefits to the Employee no less favorable, taken as a whole, than the benefits provided to the other similarly situated employees of the Company by the Directors and Officers Insurance maintained by the Company on the date hereof or, if greater, hereafterhereof; provided, however, that the Board may elect to terminate Directors and Officers Insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not commercially available. The foregoing shall not affect Employee’s right to indemnification and insurance coverage with regard to his prior service as a director of the Company and other entities in the Companyavailable or is available only at unreasonable expense.

Indemnification and Insurance; Legal Expenses. The Company shall indemnify the Employee to the fullest extent permitted by law, in effect at the time of the subject act or omission, and shall advance to the Employee reasonable attorneys’ ' fees and expenses as such fees and expenses are incurred (subject, to the extent required by applicable law, subject to an undertaking from the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Employee was not entitled to the reimbursement of such fees and expenses), and the Employee will be entitled to the protection of any insurance policies that the Company may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries, or his serving or having served any other enterprise or benefit or equity plan as a director, officer, officer or employee or fiduciary at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The Company covenants to maintain insurance during the Employee’s 's employment and for six (6) years thereafter for the benefit of the Employee (in his capacity as an officer and director of the Company) Directors and Officers Insurance providing benefits to the Employee on a basis no less favorable, taken as a whole, than the benefits insurance provided to the other similarly situated employees of the Company by the Directors and Officers Insurance maintained by the Company on the date hereof orhereof, if greater, hereafter; provided, however, that the Board may elect to terminate Directors and Officers Insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not commercially available. The foregoing shall not affect Employee’s right to indemnification and insurance coverage with regard to his prior service as a director of the Company and other entities in the Companyavailable or is available only at unreasonable expense.

Indemnification and Insurance; Legal Expenses. The Company shall indemnify the Employee Executive to the fullest extent permitted by lawthe laws of the State of Delaware, as in effect at the time of the subject act or omission, and shall advance to the Employee Executive reasonable attorneys’ ' fees and expenses as such fees and expenses are incurred (subject, to the extent required by applicable law, subject to an undertaking from the Employee Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Employee Executive was not entitled to the reimbursement of such fees and expenses), and the Employee Executive will be entitled to the protection of any insurance policies that the Company may elect to maintain generally for the benefit of its directors and officers ("Directors and Officers Insurance") against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries, or his serving or having served any other enterprise or benefit or equity plan as a director, officer, officer or employee or fiduciary at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The Company covenants to maintain during the Employee’s employment and for six (6) years thereafter Employment Term for the benefit of the Employee Executive (in his capacity as an officer and director of the Company) Directors and Officers Insurance providing benefits to the Employee Executive no less favorable, taken as a whole, than the benefits provided to the other similarly situated employees senior executives of the Company by the Directors and Officers Insurance maintained by the Company on the date hereof or, if greater, hereafterhereof; provided, however, that the Board may elect to terminate Directors and Officers Insurance for all officers and directors, including the EmployeeExecutive, if the Board determines in good faith that such insurance is not commercially available. The foregoing shall not affect Employee’s right to indemnification and insurance coverage with regard to his prior service as a director of the Company and other entities in the Companyavailable or is available only at unreasonable expense.