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

Indemnification; Director and Officer Insurance. (a) For not less than six (6) years from and after the Effective Time, Parent agrees to, and to cause the Surviving Corporation to, indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, a director or officer of the Company (the “Indemnified Parties”), to the same extent such Persons are indemnified as of the date of this Agreement against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of the WBCA adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors). Each Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Corporation within ten (10) business days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefore; provided, that such Indemnified Party shall promptly reimburse Parent or the Surviving Corporation for any expenses so advanced if it is subsequently determined that such Person was not entitled to indemnification hereunder.

Indemnification; Director and Officer Insurance. (a) For not less than six (6) years from From and after the Effective Time, Parent agrees tothe Surviving Corporation shall, and to Parent shall cause the Surviving Corporation to, to the fullest extent permitted under the Delaware Law, indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, a present and former director or and officer of the Company and its Subsidiaries and each such individual who served at the request of the Company or its Subsidiaries as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, the “Indemnified Parties”) against all costs and expenses (including attorneys’ fees), to the same extent such Persons are indemnified as of the date of this Agreement against all claimsjudgments, fines, losses, liabilitiesclaims, damages, judgments, fines liabilities and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred settlement amounts paid in connection with any claim, action, suit, proceeding or investigationinvestigation (whether arising before or after the Effective Time), whether civil, criminal, administrative or investigative, based on the fact that such individual is or was a director or officer of the Company or any of its Subsidiaries and arising out of or pertaining to acts any action or omissions omission occurring at or prior to before the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by Law Time (including to the fullest extent authorized or permitted by any amendments to or replacements of the WBCA adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorstransactions contemplated hereby). Each Indemnified Party will The Surviving Corporation shall be entitled to advancement of expenses incurred in assume the defense of any such claim, action, suit, investigation or proceeding or investigation from each of Parent with counsel reasonably satisfactory to the Indemnified Party and the Surviving Corporation within ten (10) business days shall not be liable to any Indemnified Party for any legal expenses of receipt separate counsel or any other expenses subsequently incurred by Parent or such Indemnified Party in connection with the defense thereof, except that if the Surviving Corporation from elects not to assume such defense or counsel for the Indemnified Party advises that there are issues that raise conflicts of a request thereforeinterest between the Surviving Corporation and the Indemnified Party or such Indemnified Party shall have legal defenses available to it that are different from or in addition to those available to the Surviving Corporation, the Indemnified Party may retain counsel reasonably satisfactory to the Surviving Corporation, and the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Party promptly as statements therefor are received; provided, that such Indemnified Party shall promptly reimburse Parent or the Surviving Corporation shall not be liable for the fees of more than one counsel with respect to a particular claim, action, suit, investigation or proceeding, for all Indemnified Parties, other than local counsel, unless a conflict of interest shall be caused thereby; provided, further, that the Surviving Corporation shall not be liable for any expenses settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed). This Section 5.6(a) shall be interpreted so advanced if it is subsequently determined as not to revive, reinstate, expand or increase any obligations of the Company or its Subsidiaries (or any applicable predecessor thereof) that such Person was not entitled to indemnification hereunderwere limited, barred, discharged or otherwise modified by (i) the order of confirmation, entered in the United States Bankruptcy Court for the District of Delaware and dated as of December 5, 2001, confirming the Fourth Amended Joint Plan of Reorganization of Lxxxxx Group International, Inc., Its Parent Corporation and Certain of Their Debtor Subsidiaries, as modified, including Sections III.D.10.h and III.D.10.i thereof) and (ii) and the Final Order (the “Canadian Order”), entered in the Ontario Superior Court of Justice and dated as of December 7, 2001, in connection with the Confirmation Order and the Reorganization Plan.

Indemnification; Director and Officer Insurance. (a) For not less than six (6) years from From and after the Effective Time, Parent agrees tothe Surviving Corporation shall, and to Parent shall cause the Surviving Corporation to, to the fullest extent permitted under the Delaware Law, indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, a present and former director or and officer of the Company and its Subsidiaries and each such individual who served at the request of the Company or its Subsidiaries as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, the “Indemnified Parties”"INDEMNIFIED PARTIES") against all costs and expenses (including attorneys' fees), to the same extent such Persons are indemnified as of the date of this Agreement against all claimsjudgments, fines, losses, liabilitiesclaims, damages, judgments, fines liabilities and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred settlement amounts paid in connection with any claim, action, suit, proceeding or investigationinvestigation (whether arising before or after the Effective Time), whether civil, criminal, administrative or investigative, based on the fact that such individual is or was a director or officer of the Company or any of its Subsidiaries and arising out of or pertaining to acts any action or omissions omission occurring at or prior to before the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by Law Time (including to the fullest extent authorized or permitted by any amendments to or replacements of the WBCA adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorstransactions contemplated hereby). Each Indemnified Party will The Surviving Corporation shall be entitled to advancement of expenses incurred in assume the defense of any such claim, action, suit, investigation or proceeding or investigation from each of Parent with counsel reasonably satisfactory to the Indemnified Party and the Surviving Corporation within ten (10) business days shall not be liable to any Indemnified Party for any legal expenses of receipt separate counsel or any other expenses subsequently incurred by Parent or such Indemnified Party in connection with the defense thereof, except that if the Surviving Corporation from elects not to assume such defense or counsel for the Indemnified Party advises that there are issues that raise conflicts of a request therefore; provided, that interest between the Surviving Corporation and the Indemnified Party or such Indemnified Party shall promptly reimburse Parent have legal defenses available to it that are different from or in addition to those available to the Surviving Corporation, the Indemnified Party may retain counsel reasonably satisfactory to the Surviving Corporation, and the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Party promptly as statements therefor are received; PROVIDED, that the Surviving Corporation shall not be liable for the fees of more than one counsel with respect to a particular claim, action, suit, investigation or proceeding, for all Indemnified Parties, other than local counsel, unless a conflict of interest shall be caused thereby; PROVIDED, FURTHER, that the Surviving Corporation shall not be liable for any expenses settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed). This Section 5.6(a) shall be interpreted so advanced if it is subsequently determined as not to revive, reinstate, expand or increase any obligations of the Company or its Subsidiaries (or any applicable predecessor thereof) that such Person was not entitled to indemnification hereunderwere limited, barred, discharged or otherwise modified by (i) the order of confirmation, entered in the United States Bankruptcy Court for the District of Delaware and dated as of December 5, 2001, confirming the Fourth Amended Joint Plan of Reorganization of Loewen Group International, Inc., Its Parent Corporation and Certaxx xx Their Debtor Subsidiaries, as modified, including Sections III.D.10.h and III.D.10.i thereof) and (ii) and the Final Order (the "Canadian Order"), entered in the Ontario Superior Court of Justice and dated as of December 7, 2001, in connection with the Confirmation Order and the Reorganization Plan.

Indemnification; Director and Officer Insurance. (a) For not less than six (6) years from From and after the Effective Time, Parent agrees toNWM shall, and to or shall cause the Surviving Corporation to, to the fullest extent permitted by Delaware Law, indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, a present and former director or and officer of the Company and its Subsidiaries and each such individual who served at the request of the Company or its Subsidiaries as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, the “Indemnified Parties”) against all costs and expenses (including attorneys’ fees), to the same extent such Persons are indemnified as of the date of this Agreement against all claimsjudgments, fines, losses, liabilitiesclaims, damages, judgments, fines liabilities and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred settlement amounts paid in connection with any claim, action, suit, proceeding or investigationinvestigation (whether arising before or after the Effective Time), whether civil, criminal, administrative or investigative, based on the fact that such individual is or was a director or officer of the Company or any of its Subsidiaries or arising out of or pertaining to acts any action or omissions omission occurring at or prior before the Effective Time (including the transactions contemplated hereby) and NWM shall, or shall cause the Surviving Corporation to, promptly advance to the Effective Time, whether asserted Indemnified Party his or claimed prior to, at or after her legal and other expenses (including the Effective Time, cost of any investigation and preparation incurred in connection therewith) to the fullest extent permitted by Law Delaware Law; provided that any determination that may be required to be made with respect to whether an Indemnified Party is entitled to indemnification under the Surviving Corporation’s or the Company’s by-laws shall be made by independent legal counsel selected by the Indemnified Party (including and reasonably acceptable to the fullest extent authorized or permitted by any amendments to or replacements of the WBCA adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsNWC). Each Indemnified Party will The Surviving Corporation shall be entitled to advancement of expenses incurred in assume the defense of any such claim, action, suit, investigation or proceeding or investigation from each of Parent with counsel reasonably satisfactory to the Indemnified Party and the Surviving Corporation within ten (10) business days shall not be liable to any Indemnified Party for any legal expenses of receipt separate counsel or any other expenses subsequently incurred by Parent or such Indemnified Party in connection with the defense thereof, except that if the Surviving Corporation from elects not to assume such defense or counsel for the Indemnified Party advises that there are issues that raise conflicts of a request thereforeinterest between the Surviving Corporation and the Indemnified Party or such Indemnified Party shall have legal defenses available to it that are different from or in addition to those available to the Surviving Corporation, the Indemnified Party may retain counsel reasonably satisfactory to the Surviving Corporation, and the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Party promptly as statements therefor are received; provided, that such Indemnified Party shall promptly reimburse Parent or the Surviving Corporation shall not be liable for the fees of more than one counsel with respect to a particular claim, action, suit, investigation or proceeding, for all Indemnified Parties, other than local counsel, unless a conflict of interest shall be caused thereby; provided, further, that the Surviving Corporation shall not be liable for any expenses so advanced if it is subsequently determined that such Person was settlement effected without its written consent (which consent shall not entitled to indemnification hereunderbe unreasonably withheld or delayed).

Indemnification; Director and Officer Insurance. (a) For not less than six seven (67) years from and after the Effective Time, Parent agrees tothe Surviving Company shall, and to the Company shall cause the Surviving Corporation Company to, indemnify and hold harmless each person who is nowall past and present directors and officers of Otonomo and any of its Subsidiaries (collectively, or has been at any time prior to the date hereof, a director or officer of the Company (the “Indemnified Parties”), ) to the same extent such Persons are indemnified entitled to indemnification as of the date Agreement Date by Otonomo pursuant to the Otonomo Organizational Documents and the Otonomo Subsidiaries Organizational Documents (as applicable) and indemnification agreements, if any, in existence as of this the Agreement Date and disclosed to the Company in the Otonomo Disclosure Schedules, with any directors or officers of Otonomo or any of its Subsidiaries from and against all claimsany costs, losses, liabilities, damages, judgments, fines fees and reasonable fees, costs and expenses, expenses (including attorneys’ fees and disbursementsinvestigation expenses), incurred judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any claim, action, suit, proceeding or investigationAction, whether civil, criminal, administrative or investigative, arising to the extent that such Action arises, directly or indirectly, out of or pertaining pertains, directly or indirectly, to (i) acts or omissions occurring or alleged to have occurred at or prior to the Effective TimeTime or (ii) the approval of this Agreement and the consummation of the transactions contemplated hereby (any such Action, whether asserted or claimed prior toan “Indemnified Party Action”). Without limitation of the foregoing, at or the Surviving Company and its Subsidiaries shall (and from and after the Effective Time, the Company shall cause the Surviving Company and its Subsidiaries to) honor and fulfill in all respects the obligations of Otonomo and any Otonomo Subsidiaries under any and all indemnification agreements entered into prior to the fullest Agreement Date between Otonomo or any Otonomo Subsidiary and any of their respective current or former directors and officers (to the extent permitted disclosed to the Company in the Otonomo Disclosure Schedules). Notwithstanding anything herein to the contrary, if any Indemnified Party notifies the Surviving Company on or prior to the seventh (7th) anniversary of the Effective Time of a matter in respect of which such Indemnified Party intends in good faith to seek indemnification pursuant to this Section 5.9(a), the provisions of this Section 5.9(a) shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. In connection with an Indemnified Party Action, (A) the Surviving Company will have the right to control the defense thereof after the Effective Time; (B) upon receipt of an undertaking by Law or on behalf of the applicable Indemnified Party to repay any amount if it is ultimately determined that such Indemnified Party is not entitled to indemnification, the Surviving Company will advance all fees and expenses (including to the fullest extent authorized or permitted fees and expenses of any counsel) as incurred by any amendments to or replacements of the WBCA adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors). Each such Indemnified Party will be entitled in the defense of such Indemnified Party Action, whether or not the Surviving Company elects to advancement of expenses incurred in control the defense of any such claimIndemnified Party Action; and (C) no Indemnified Party will be liable for any settlement of such Indemnified Party Action effected without his or her prior written consent (not to be unreasonably withheld, actionconditioned or delayed). Notwithstanding anything to the contrary in this Agreement, suitnone of the Company the Surviving Company or any of their respective affiliates will settle, proceeding compromise or investigation consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Indemnified Party Action unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Parties from each all liability arising out of Parent such Indemnified Party Action. No Indemnified Party shall compromise, settle or consent to an arrangement regarding, or agree to compromise, settle or consent to an arrangement regarding, any Indemnified Party Action for which indemnification is or will be sought under this Section 5.9(a) unless the Company has consented thereto in writing and the Company and the Surviving Corporation within ten (10) business days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefore; provided, that such Indemnified Party Company shall promptly reimburse Parent or the Surviving Corporation not have any liability for any expenses so advanced if it is subsequently determined that such Person was not entitled to indemnification hereundercompromise, settlement or arrangement effected without the Company’s prior written consent.

Indemnification; Director and Officer Insurance. (a) For not less than six (6) years from and after the Effective Time, Parent agrees to, and to cause the Surviving Corporation to, indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, a director or officer of the Company (the “"Indemnified Parties”"), to the same extent such Persons are indemnified as of the date of this Agreement against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ ' fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of the WBCA adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors). Each Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Corporation within ten (10) business days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefore; provided, that such Indemnified Party shall promptly reimburse Parent or the Surviving Corporation for any expenses so advanced if it is subsequently determined that such Person was not entitled to indemnification hereunder.

Indemnification; Director and Officer Insurance. (a) For not less than six (6) years from From and after the Effective Time, Parent agrees toEMCC shall, and to or shall cause the Surviving Corporation toCorporation, to the fullest extent permitted by Iowa Law and the Company Charter Documents, to indemnify and hold harmless each person present and former director and officer of the Company and its Subsidiaries and each such individual who served at the request of the Company or its Subsidiaries as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees of counsel selected by the Indemnified Parties), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Action (whether arising before or after the Effective Time), whether civil, administrative or investigative, based on the fact that such individual is now, or has been at any time prior to the date hereof, was a director or officer of the Company (the “Indemnified Parties”), to the same extent such Persons are indemnified as or any of the date of this Agreement against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding its Subsidiaries or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to acts any action or omissions omission occurring at or prior before the Effective Time (including the transactions contemplated hereby) and EMCC shall, or shall cause the Surviving Corporation to, promptly advance to the Effective TimeIndemnified Party his or her legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), whether asserted or claimed prior to, at or after the Effective Timein each case, to the fullest extent permitted by Iowa Law and the Company Charter Documents; provided that any determination that may be required to be made with respect to whether an Indemnified Party is entitled to indemnification under the Company Charter Documents or the Surviving Corporation’s charter documents shall be made by independent legal counsel selected by the Indemnified Party (including and reasonably acceptable to the fullest extent authorized or permitted by any amendments to or replacements of the WBCA adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsEMCC). Each Indemnified Party will The Surviving Corporation shall be entitled to advancement of expenses incurred in assume the defense of any such claimAction with counsel reasonably satisfactory to the Indemnified Party, action, suit, proceeding or investigation from each of Parent and the Surviving Corporation within ten (10) business days shall not be liable to any Indemnified Party for any legal expenses of receipt separate counsel or any other expenses subsequently incurred by Parent or such Indemnified Party in connection with the defense thereof, except that, if the Surviving Corporation from elects not to assume such defense or counsel for the Indemnified Party advises that there are issues that raise conflicts of a request therefore; provided, that interest between the Surviving Corporation and the Indemnified Party or such Indemnified Party shall promptly reimburse Parent have legal defenses available to it that are different from or in addition to those available to the Surviving Corporation, the Indemnified Party may retain counsel reasonably satisfactory to the Surviving Corporation, and the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Party promptly as statements therefor are received; provided that the Surviving Corporation shall not be liable for the fees of more than one counsel with respect to a particular Action, for all Indemnified Parties, other than local counsel, unless a conflict of interest shall be caused thereby; provided, further, that the Surviving Corporation shall not be liable for any expenses so advanced if it is subsequently determined that settlement of any such Person was Action effected without its written consent (which consent shall not entitled to indemnification hereunderbe unreasonably withheld or delayed).

Indemnification; Director and Officer Insurance. (a) For not less than six (6) years from and after the Effective Time, Parent agrees to, and to cause the Surviving Corporation to, (a) indemnify and hold harmless each person who is nowall past and present directors, or has been at any time prior to the date hereof, a director or officer officers and employees of the Company (the “Indemnified Parties”), to the same extent such Persons are indemnified as of the date hereof by the Company pursuant to the Company Certificate of this Agreement against all claimsIncorporation and Company Bylaws and indemnification agreements, lossesif any, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection existence on the date hereof with any claimdirectors, action, suit, proceeding officers or investigation, whether civil, criminal, administrative or investigative, arising out employees of or pertaining to the Company for acts or omissions occurring at or prior to the Effective TimeTime and (b) advance expenses as incurred to the extent provided for under the Company Certificate of Incorporation and Company Bylaws and such indemnification agreements; provided, whether asserted or claimed prior however, that Parent agrees to, at or after and to cause the Effective TimeSurviving Corporation to, indemnify and hold harmless such Persons to the fullest extent permitted by Law (including to for acts or omissions occurring in connection with the fullest extent authorized or permitted by any amendments to or replacements of the WBCA adopted after the date approval of this Agreement that increase and the extent to which a corporation may indemnify its officers and directors). Each Indemnified Party will be entitled to advancement of expenses incurred in the defense consummation of any such claim, action, suit, proceeding or investigation from each of the Transactions. Parent and shall cause the Surviving Corporation within ten to provide, for an aggregate period of not less than six (106) business days of receipt by Parent years from and after the Effective Time, the Company’s current and former directors and officers an insurance policy that provides coverage for events occurring at or prior to the Effective Time (the “D&O Insurance”) that is no less favorable than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation from shall not be required to pay an annual premium for the Indemnified Party D&O Insurance in excess of a request therefore200% of the last annual premium paid prior to the date hereof; provided, further, that the Company has the right to incept such Indemnified Party shall promptly reimburse Parent or tail coverage prior to the Effective Time for a premium not to exceed 200% of the last annual premium paid prior to the date hereof. If the Surviving Corporation or Parent, or any of their successors or assigns, shall (i) be liquidated and dissolved, (ii) consolidate with or merge into any other Person and shall not be the continuing or surviving entity of such consolidation or merger or (iii) sell or otherwise transfer all or a majority of its assets to any other Person, proper provisions shall be made so that the continuing or surviving entity or Parent, as applicable, and its successors and assigns shall assume the obligations set forth in this Section 6.7. The provisions of this Section 6.7 shall survive the Effective Time, shall thereafter not be terminated or amended in any manner so as to adversely affect (in any material respect) any indemnified party described in this Section 6.7, are intended to be for the benefit of, and shall be enforceable by, each indemnified party described in this Section 6.7 and his or her heirs and Representatives and are in addition to, and not in substitute for, any expenses so advanced if it is subsequently determined other rights that any such Person was not entitled to indemnification hereunderperson may have by Contract or otherwise.