Common use of Indemnification; Director and Officer Insurance Clause in Contracts

Indemnification; Director and Officer Insurance. (a) Holdings hereby agrees, commencing on the date hereof, to indemnify and hold harmless Executive to the maximum extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”), as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, only to the extent that such amendment permits Holdings to provide broader indemnification rights than DGCL permitted prior to such amendment), and to the extent permitted under the charter and Bylaws of Holdings, against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines, settlements, excise taxes or penalties) reasonably incurred or suffered by Executive in connection with serving as an officer, director, employee or agent of Holdings or for serving at the request of Holdings as an officer, director, manager, member, partner, employee, trustee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise. Expenses, including attorneys’ fees, incurred by Executive in defending a proceeding shall be paid by Holdings within 30 days of submission of an invoice by Executive for such expenses and in advance of the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking by or on behalf of Executive to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by Holdings. This Section 13(a) shall survive termination of this Agreement. The right of indemnification provided herein shall inure to the benefit of the heirs and legal representatives of Executive and shall be applicable to proceedings commenced or continuing after the date hereof, whether arising from acts or omissions occurring before or after the date hereof.

Indemnification; Director and Officer Insurance. (a) Holdings hereby agrees, commencing on the date hereof, to indemnify and hold harmless Executive to the maximum extent permitted by the General Corporation Law of the State of Delaware (the “"DGCL”"), as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, only to the extent that such amendment permits Holdings to provide broader indemnification rights than DGCL permitted prior to such amendment), and to the extent permitted under the charter and Bylaws of Holdings, against all expenses, liabilities and losses (including attorneys’ ' fees, judgments, fines, settlements, excise taxes or penalties) reasonably incurred or suffered by Executive in connection with serving as an officer, director, employee or agent of Holdings or for serving at the request of Holdings as an officer, director, manager, member, partner, employee, trustee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise. Expenses, including attorneys’ ' fees, incurred by Executive in defending a proceeding shall be paid by Holdings within 30 days of submission of an invoice by Executive for such expenses and in advance of the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking by or on behalf of Executive to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by Holdings. This Section 13(a) shall survive termination of this Agreement. The right of indemnification provided herein shall inure to the benefit of the heirs and legal representatives of Executive and shall be applicable to proceedings commenced or continuing after the date hereof, whether arising from acts or omissions occurring before or after the date hereof.

Indemnification; Director and Officer Insurance. (a) Holdings hereby agrees, commencing on the date hereof, to indemnify and hold harmless Executive to the maximum extent permitted by the General Corporation Law of the State of Delaware (the “"DGCL”"), as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, only to the extent that such amendment permits Holdings to provide broader indemnification rights than DGCL permitted prior to such amendment), and to the extent permitted under the charter and Bylaws of Holdings, against all expenses, liabilities and losses (including attorneys’ ' fees, judgments, fines, settlements, excise taxes or penalties) reasonably incurred or suffered by Executive in connection with serving as an officer, director, employee or agent of Holdings or for serving at the request of Holdings as an officer, director, manager, member, partner, employee, trustee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise. Expenses, including attorneys’ ' fees, incurred by Executive in defending a proceeding shall be paid by Holdings within 30 days of submission of an invoice by Executive for such expenses and in advance of the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking by or on behalf of Executive to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by Holdings. This Section 13(a) shall survive termination of this Agreement. The right of indemnification provided herein shall inure to the benefit of the heirs and legal representatives of Executive and shall be applicable to proceedings commenced or continuing after the date hereof, whether arising from acts or omissions occurring before or after the date hereof. (b) Holdings agrees it will maintain director and officer liability insurance for the purpose of covering all actions taken by Executive as an officer, director, employee or agent of Holdings which insurance is reasonably deemed necessary by Executive and is approved by the Board (which approval shall not be unreasonably withheld).