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

Indemnification; Director and Officer Insurance. (a) From and after the Effective Time, the Surviving Entity shall indemnify, defend and hold harmless, and provide advancement of expenses to, the present and former directors and officers of the Company and its Subsidiaries (each such director or officer an “Indemnified Person”), in each case to the fullest extent a Delaware corporation would be permitted by Law to indemnify such individuals, including to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date hereof that increase the extent to which a corporation may indemnify its officers and directors, from and against any and all costs or expenses (including attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative, arising out of, relating to or in connection with any circumstances, developments or matters in existence, or acts or omissions occurring or alleged to occur at or prior to the Effective Time (including, throughout this Section 6.7, for acts or omissions occurring in connection with the negotiation, execution, delivery and approval of this Agreement, the performance of the Company’s obligations under this Agreement and the Related Agreements and the consummation of the transactions contemplated by this Agreement and the Related Agreements or arising out of or pertaining to the Merger and the other transactions contemplated by this Agreement and the Related Agreements and any other transaction considered by the Company in lieu of the Merger and the other transactions contemplated by this Agreement and the Related Agreements) whether asserted or claimed prior to, at or after the Effective Time.

Indemnification; Director and Officer Insurance. (a) From Parent shall, and after the Effective Time, Parent shall cause the Surviving Entity shall Corporation to, indemnify, defend and hold harmless, and provide advancement of expenses to, the present and former directors directors, officers and officers employees of the Company and its Subsidiaries (each such director director, officer or officer employee an “Indemnified Person”), in each case to the fullest extent a Delaware corporation would be permitted by Law to indemnify such individualsLaw, including to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date hereof that increase the extent to which a corporation may indemnify its officers and directorsdirectors or any Indemnified Person, from and against any and all costs or expenses (including attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative, arising out of, relating to or in connection with any circumstances, developments or matters in existence, or acts actions or omissions in their capacity as such occurring or alleged to occur at or prior to the Effective Time (including, throughout this Section 6.7, for acts or omissions occurring in connection with the negotiation, execution, delivery and approval of this Agreement, the performance of the Company’s obligations under this Agreement and the Related Agreements hereunder and the consummation of the transactions contemplated by this Agreement and the Related Agreements hereby or arising out of or pertaining to the Merger and the other transactions contemplated by this Agreement and the Related Agreements and any other transaction considered by the Company in lieu of Offer, the Merger and the other transactions contemplated by this Agreement and the Related Agreementshereby) whether asserted or claimed prior to, at or after the Effective Time.

Indemnification; Director and Officer Insurance. (a) From and after the Effective Time, Parent shall cause the Surviving Entity shall to indemnify, defend and hold harmless, and provide advancement of expenses to, the present and former directors and officers of the Company and its Subsidiaries (each such director or officer an “Indemnified Person”), in each case to the fullest extent a Delaware corporation would be permitted by Law to indemnify such individuals, including to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date hereof that increase the extent to which a corporation may indemnify its officers and directors, from and against any and all costs or expenses (including attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative, arising out of, relating to or in connection with any circumstances, developments or matters in existence, or acts or omissions occurring or alleged to occur at or prior to the Effective Time (including, throughout this Section 6.7, for acts or omissions occurring in connection with the negotiation, execution, delivery and approval of this Agreement, the performance of the Company’s obligations under this Agreement and the Related Agreements hereunder and the consummation of the transactions contemplated by this Agreement and the Related Agreements hereby or arising out of or pertaining to the Merger and the other transactions contemplated by this Agreement and the Related Agreements hereby and any other transaction considered by the Company in lieu of the Merger and the other transactions contemplated by this Agreement and the Related Agreementshereby) whether asserted or claimed prior to, at or after the Effective Time.