Common use of Indemnification by the Surviving Corporation Clause in Contracts

Indemnification by the Surviving Corporation. (a) The Surviving Corporation shall indemnify, defend, and hold harmless the present directors, officers, employees, and agents of the Company and its Subsidiaries (each, an "Indemnified Party) after the Effective Time against all Damages in connection with any Action arising out of actions or omissions occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) to the full extent permitted under Florida Law and by the Company's Articles of Incorporation and Bylaws as in effect as of the date hereof, including any provisions relating to advances of expenses incurred in the defense of any action, suit or proceeding. Gold Banc shall cause the Surviving Corporation and all other relevant Gold Banc subsidiaries to apply such rights of indemnification in good faith and to the fullest extent permitted by applicable Law. (b) With respect to all persons who are currently covered by the Company's directors' and officers' liability insurance, the Surviving Corporation shall maintain in effect for a period of not less than three years following the Effective Time the current directors' and officers' liability insurance maintained by the Company (provided that the Surviving Corporation may substitute therefor policies of at least equivalent coverage containing terms and conditions and coverages which are no less advantageous to the current directors and officers of the Company) with respect to matters occurring prior to the Effective Time. (c) If the Surviving Corporation or any of its successors or assigns 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 or shall transfer all or substantially all of its assets to any person, corporation or entity, then in each case, proper provision shall be made so that the successors and assigns of the Surviving Corporation shall assume the obligations set forth in this Section 10.6. (d) The provisions of this Section 10.6 are intended to be for the benefit of and shall be enforceable by, each Indemnified Party, his or her heirs and representatives, and shall survive the consummation of the Merger and be binding on all successors and assigns of the Surviving Corporation.

Indemnification by the Surviving Corporation. (a) The From the Closing until the expiration of the Survival Period, the Surviving Corporation shall indemnifyshall, defendsubject to the terms hereof, indemnify and hold harmless the present directorsSelling Shareholders and their respective subsidiaries, affiliates, officers, directors, employees, agents, successors and agents assigns (each a “Parent Indemnified Party”) from and against any Damages arising, directly or indirectly, from or in connection with: (i) any breach of any representation or warranty made by Parent in this Agreement or in any certificate delivered by Parent pursuant to this Agreement; (ii) any breach by Parent of its covenants or obligations in this Agreement; or (iii) the operation of the Company business of Parent and its Subsidiaries (eachSubsidiaries, an "Indemnified Party) after the Effective Time against all Damages in connection with any Action arising out of actions or omissions occurring at or prior to the Business Combination Effective Time (including the transactions contemplated by Time, other than as disclosed in this Agreement) to the full extent permitted under Florida Law and by the Company's Articles of Incorporation and Bylaws as in effect as of the date hereof, including any provisions relating to advances of expenses incurred in the defense of any action, suit or proceeding. Gold Banc shall cause the Surviving Corporation and all other relevant Gold Banc subsidiaries to apply such rights of indemnification in good faith and to the fullest extent permitted by applicable Law. (b) With respect to all persons who are currently covered by the Company's directors' and officers' liability insurance, the Surviving Corporation shall maintain in effect for a period of not less than three years following the Effective Time the current directors' and officers' liability insurance maintained by the Company (provided that the Surviving Corporation may substitute therefor policies of at least equivalent coverage containing terms and conditions and coverages which are no less advantageous to the current directors and officers All claims of the CompanyParent Indemnified Parties pursuant to this Section 15.3 shall be entitled to be brought by Wxx Xxxxx Leow or his designee (the “Soya Designee”) with respect to matters occurring prior to on behalf of the Effective TimeParent Indemnified Party. (c) If The Surviving Corporation will indemnify the Parent Indemnified Parties for Damages pursuant to Section 15.3(a) only if the aggregate amount of all Damages for which Damages are allowed under Section 15.3(a) exceeds the Basket Amount, in which case the Surviving Corporation or any will be liable only for the amount of its successors or assigns shall consolidate with or merge into any other corporation or entity and shall not be Damages exceeding the continuing or surviving corporation or entity of such consolidation or merger or shall transfer all or substantially all of its assets to any person, corporation or entity, then in each case, proper provision shall be made so that the successors and assigns of the Surviving Corporation shall assume the obligations set forth in this Section 10.6Basket Amount. (d) The provisions maximum obligation of the Surviving Corporation to indemnify the Parent Indemnified Parties from and against Damages arising pursuant to Section 15.3(a) of this Agreement shall not exceed the Cap. (e) If the Parent Indemnified Parties have a direct claim for indemnification under Section 10.6 15.3(a), the Soya Designee will deliver, during the Survival Period, to the Surviving Corporation, one or more written notices of Damages promptly after discovery of each Damage. The Surviving Corporation will not have any liability under Section 15.3(a) unless the written notices required by the preceding sentence are intended given during the Survival Period. Any written notice will state in reasonable detail the basis for such Damages, the nature of such Damages for which indemnification is sought and the amount of Damages claimed. If the Surviving Corporation notifies the Soya Designee that the Surviving Corporation does not dispute the claim described in such notice or fails to notify the Soya Designee within 45 Business Days after delivery of such notice by the Soya Designee whether the Surviving Corporation disputes the claim described in such notice, the Damages in the amount specified in the Soya Designee’s notice will be admitted by the Surviving Corporation and the Surviving Corporation will pay the amount of the Damages to the Soya Designee. If the Surviving Corporation has timely disputed its liability with respect to such claim, Surviving Corporation and the Soya Designee will proceed in good faith to negotiate a resolution of such dispute. If a claim for indemnification has not been resolved within 60 days after delivery of the benefit Soya Designee’s notice, any party may seek judicial recourse. In the event that (i) the Soya Designee does not deliver to the Surviving Corporation written notice of and a claim promptly after its discovery of Damages or (ii) such written notice inaccurately or incompletely describes the basis or nature of the Damages, each as required by this Section 15.3(e), then the Surviving Corporation’s obligation to indemnify the Parent Indemnified Parties pursuant to Section 15.3(a) shall be enforceable byreduced to the extent the Soya Designee’s failure to provide prompt, each Indemnified Party, his or her heirs accurate and representatives, and shall survive complete written notice has prejudiced the consummation Surviving Corporation. (f) The Surviving Corporation will pay the amount of any Damages to the Merger and be binding on all successors and assigns Soya Designee within 15 days following the determination of the Surviving Corporation’s liability for and the amount of the Damages (whether such determination is made pursuant to the procedures set forth in this Section 15.3, by agreement between the Surviving Corporation and the Soya Designee, by arbitration award or by final adjudication). (g) The Surviving Corporation shall not be liable to any of the Parent Indemnified Parties pursuant to Section 15.3(a) as a result of any action taken by Alpha Arizona after the business Combination Effective Time, or to the extent to which such Parent Indemnified Party could have, with reasonable efforts, mitigated or prevented the Damages with respect to such breach.

Indemnification by the Surviving Corporation. Notwithstanding the Closing, and regardless of any investigation made at any time by or on behalf of the WCCC/WBOQ Buyer or any information the WCCC/WBOQ Buyer may have, the Surviving Corporation hereby agrees to indemnify and hold the WCCC/WBOQ Buyer harmless against and with respect to, and shall reimburse the WCCC/WBOQ Buyer for: (a) The Surviving Corporation shall indemnifyAny and all losses, defendliabilities, and hold harmless the present directors, officers, employees, and agents or damages of the Company and its Subsidiaries (eachWCCC/WBOQ Buyer resulting from any untrue representation, an "Indemnified Party) after the Effective Time against all Damages in connection with any Action arising out breach of actions warranty, or omissions occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) to the full extent permitted under Florida Law and by the Company's Articles of Incorporation and Bylaws as in effect as of the date hereof, including any provisions relating to advances of expenses incurred in the defense nonfulfillment of any action, suit covenant or proceeding. Gold Banc shall cause agreement by the Surviving Corporation and all other relevant Gold Banc subsidiaries to apply such rights in favor of indemnification the WCCC/WBOQ Buyer contained in good faith and this Agreement or in any certificate, document or instrument delivered to the fullest extent permitted by applicable LawWCCC/WBOQ Buyer under this Agreement. (b) With respect to all persons who are currently covered by Any losses, liabilities or damages of the Company's directors' and officers' liability insurance, the Surviving Corporation shall maintain in effect WCCC/WBOQ Buyer for a period preclosing liabilities of not less than three years following the Effective Time the current directors' and officers' liability insurance maintained by the Company (provided that for which the Surviving Corporation may substitute therefor policies of at least equivalent coverage containing terms and conditions and coverages which are no less advantageous Parent receives a credit in its favor under Section 3.3 except to the current directors and officers of extent the Company) with respect to matters occurring prior to the Effective TimeWCCC/WBOQ Buyer gets a credit for such liability under Section 4.3(a). (c) If Any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof or in enforcing this indemnity. In no event shall the Surviving Corporation be required to indemnify the WCCC/WBOQ Buyer for any action or any of its successors or assigns 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 or shall transfer all or substantially all of its assets to any person, corporation or entity, then in each case, proper provision shall be made so that the successors and assigns omission of the Surviving Corporation shall assume Company prior to the obligations set forth Closing or for breaches by the Company prior to Closing of any representation, warranty or covenant in this Section 10.6Agreement. (d) The provisions of this Section 10.6 are intended to be for the benefit of and shall be enforceable by, each Indemnified Party, his or her heirs and representatives, and shall survive the consummation of the Merger and be binding on all successors and assigns of the Surviving Corporation.

Indemnification by the Surviving Corporation. (a) The Surviving Corporation To the fullest extent permitted under applicable law, Leslie’s shall indemnify, defendindemnify and hold harmless, and hold harmless the present directors, officers, employees, and agents of the Company and its Subsidiaries (each, an "Indemnified Party) after the Effective Time Date the Surviving Corporation shall, indemnify and hold harmless, to the fullest extent permitted under applicable law (and Leslie’s and the Surviving Corporation, as the case may be, will advance expenses to the full extent so permitted), each present and former director and officer of Leslie’s, and their respective heirs and personal and legal representatives (collectively the “Indemnified Parties”), against all Damages any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any Action pending, threatened or completed claim, action, suit, proceeding or investigation (whether civil, criminal, administrative or investigative) arising out of actions or omissions occurring pertaining to this Agreement or the approval and consummation of the transactions contemplated hereby in his or her capacity as such or in any other capacity on behalf of a subsidiary, joint venture or any other entity in which he or she served at the request of Leslie’s, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Date), (i) Leslie’s may prior to the Effective Time (including Date, and after the transactions contemplated by this Agreement) to Effective Date the full extent permitted under Florida Law Surviving Corporation shall, pay the reasonable fees and expenses of counsel selected by the Company's Articles of Incorporation Indemnified Parties, which counsel shall be reasonably satisfactory to Leslie’s or the Surviving Corporation, as the case may be, promptly after statements therefor are received and Bylaws as in effect as of (ii) Leslie’s and the date hereof, including any provisions relating to advances of expenses incurred Surviving Corporation will cooperate in the defense of any actionsuch matter; provided, suit or proceeding. Gold Banc shall cause the Surviving Corporation and all other relevant Gold Banc subsidiaries to apply such rights of indemnification in good faith and to the fullest extent permitted by applicable Law. (b) With respect to all persons who are currently covered by the Company's directors' and officers' liability insurancehowever, that neither Leslie’s nor the Surviving Corporation shall maintain in effect be liable for a period of not less than three years following the Effective Time the current directors' and officers' liability insurance maintained by the Company any settlement effected without its written consent (provided that the Surviving Corporation may substitute therefor policies of at least equivalent coverage containing terms and conditions and coverages which are no less advantageous to the current directors and officers of the Company) with respect to matters occurring prior to the Effective Time. (c) If the Surviving Corporation or any of its successors or assigns shall consolidate with or merge into any other corporation or entity and consent shall not be the continuing or surviving corporation or entity of such consolidation or merger or shall transfer all or substantially all of its assets to any person, corporation or entity, then in each case, proper provision shall be made so unreasonably withheld) and provided further that the successors and assigns of neither Leslie’s nor the Surviving Corporation shall assume have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, after exhaustion of all avenues of appeal, that such Indemnified Party is not entitled to indemnification hereunder (it being agreed, however, that neither Leslie’s nor the obligations set forth in this Section 10.6. (d) The provisions of this Section 10.6 are intended Surviving Corporation shall challenge a determination by any court which is favorable to be for the benefit of and shall be enforceable by, each an Indemnified Party, his or her heirs and representatives, and shall survive the consummation of the Merger and be binding on all successors and assigns of the Surviving Corporation).