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 same extent as the fullest extent permitted under Section 145 of the General Corporation Law of the State of Delaware (the "DGCL"), excluding subsection (f) thereof, 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), against all expenses, liabilities and losses (including attorneys' fees, judgments, fines, 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, employee 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 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.