Common use of Indemnification; Legal Fees Clause in Contracts

Indemnification; Legal Fees. The Company shall indemnify the Employee to the fullest extent permitted by the laws of the Company’s state of incorporation in effect at that time. If Employee provides services on behalf of Holdings, Holdings shall indemnify Employee to the fullest extent permitted under Delaware law in effect at the time. The Employee shall also be entitled to such limitations on liability as are provided in the certificate of incorporation of the Company as in effect on the date of this Agreement. Additionally, the Employee will be entitled to any insurance policies the Company may elect to maintain generally for the benefit of its officers and directors against all damages, liabilities, costs, charges and expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of the Company or providing services on behalf of Holdings (“D&O Policy”); provided, however, that the scope and amount of insurance coverage under the D&O Policy shall be either the same as or no less favorable than the directors and officers liability insurance provided for the directors and officers of Holdings. To the extent permissible without penalty under the Xxxxxxxx-Xxxxx Act of 2002 and any other applicable law, the Company agrees to advance to the Employee any expenses (including attorneys’ fees) incurred by the Employee in defending any civil, criminal, administrative or investigative action, suit or proceeding, to the extent related to the Employee’s position with the Company (as described in Section 3) or providing services on behalf of Holdings, prior to the final disposition of such action, suit or proceeding; provided, that the Employee must agree in writing to repay such advanced amounts if it is ultimately determined that the Employee was found guilty of a criminal act, the defense of which with respect to which the advancement was made, or not entitled to indemnification from the Company with respect to such action, suit or proceeding under applicable law.

Indemnification; Legal Fees. The Company shall indemnify the Employee to the fullest extent permitted by the laws of the Company’s 's state of incorporation in effect at that time. If Employee provides services on behalf of Holdings, Holdings shall indemnify Employee to the fullest extent permitted under Delaware law in effect at the time. The Employee shall also be entitled to such limitations on liability as are provided in the certificate of incorporation of the Company as in effect on the date of this Agreement. Additionally, the Employee will be entitled to any insurance policies the Company may elect to maintain generally for the benefit of its officers and directors against all damages, liabilities, costs, charges and expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of the Company or providing services on behalf of Holdings (“D&O Policy”); provided, however, that the scope and amount of insurance coverage under the D&O Policy shall be either the same as or no less favorable than the directors and officers liability insurance provided for the directors and officers of Holdings. To the extent permissible without penalty under the Xxxxxxxx-Xxxxx Act of 2002 and any other applicable law, the Company agrees to advance to the Employee any expenses (including attorneys’ ' fees) incurred by the Employee in defending any civil, criminal, administrative or investigative action, suit or proceeding, to the extent related to the Employee’s 's position with the Company (as described in Section 3) or providing services on behalf of Holdings, prior to the final disposition of such action, suit or proceeding; provided, that the Employee must agree in writing to repay such advanced amounts if it is ultimately determined that the Employee was found guilty of a criminal act, the defense of which with respect to which the advancement was made, or not entitled to indemnification from the Company with respect to such action, suit or proceeding under applicable law.

Indemnification; Legal Fees. The Company shall indemnify the Employee to the fullest extent permitted by the laws of the Company’s state of incorporation in effect at that time. If Employee provides services on behalf of Holdings, Holdings shall indemnify Employee to the fullest extent permitted under Delaware law in effect at the time. The Employee shall also be entitled to such limitations on liability as are provided in the certificate of incorporation of the Company as in effect on the date of this Agreement. Additionally, the Employee will be entitled to any insurance policies the Company may elect to maintain generally for the benefit of its officers and directors against all damages, liabilities, costs, charges and expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of the Company or providing services on behalf of Holdings (“D&O Policy”); provided, however, that the scope and amount of insurance coverage under the D&O Policy shall be either the same as or no less favorable than the directors and officers liability insurance provided for the directors and officers of Holdings. To the extent permissible without penalty under the Xxxxxxxx-Xxxxx Act of 2002 and any other applicable law, the Company agrees to advance to the Employee any expenses (including attorneys’ fees) incurred by the Employee in defending any civil, criminal, administrative or investigative action, suit or proceeding, to the extent related to the Employee’s position with the Company (as described in Section 3) or providing services on behalf of Holdings, prior to the final disposition of such action, suit or proceeding; provided, that the Employee must agree in writing to repay such advanced amounts if it is ultimately determined that the Employee was found guilty of a criminal act, the defense of which with respect to which the advancement was made, or not entitled to indemnification from the Company with respect to such action, suit or proceeding under applicable law.

Indemnification; Legal Fees. The Company shall indemnify the Employee to the fullest extent permitted by the laws of the Company’s state of incorporation in effect at that time. If Employee provides services on behalf of Holdings, Holdings shall indemnify Employee to the fullest extent permitted under Delaware law in effect at the time. The Employee shall also be entitled to such limitations on liability as are provided in the certificate of incorporation of the Company as in effect on the date of this Agreement. Additionally, the Employee will be entitled to any insurance policies the Company may elect to maintain generally for the benefit of its officers and directors against all damages, liabilities, costs, charges and expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of the Company or providing services on behalf of Holdings (“D&O Policy”); provided, however, that the scope and amount of insurance coverage under the D&O Policy shall be either the same as or no less favorable than the directors and officers liability insurance provided for the directors and officers of Holdings. To the extent permissible without penalty under the Xxxxxxxx-Xxxxx Act of 2002 and any other applicable law, the Company agrees to advance to the Employee any expenses (including attorneys’ fees) incurred by the Employee in defending any civil, criminal, administrative or investigative action, suit or proceeding, to the extent related to the Employee’s position with the Company (as described in Section 3) or providing services on behalf of Holdings, prior to the final disposition of such action, suit or proceeding; provided, that the Employee must agree in writing to repay such advanced amounts if it is ultimately determined that the Employee was found guilty of a criminal act, the defense of which with respect to which the advancement was made, or not entitled to indemnification from the Company with respect to such action, suit or proceeding under applicable law. Notwithstanding the foregoing, none of the Company Group shall be required to provide any of the foregoing to Employee with respect to any claim arising from or related to any breach by Holdings or Employee of any representation, warranty, covenant or agreement contained in the Purchase Agreement, the schedules attached thereto or any certificated delivered by or on behalf of any of them thereunder.

Indemnification; Legal Fees. The Company shall indemnify the Employee to the fullest extent permitted by the laws of the Company’s 's state of incorporation in effect at that time. If Employee provides services on behalf of HoldingsParent, Holdings Parent shall indemnify Employee to the fullest extent permitted under Delaware law in effect at the time. The Employee shall also be entitled to such limitations on liability as are provided in the certificate of incorporation of the Company as in effect on the date of this Agreement. Additionally, the Employee will be entitled to any insurance policies the Company may elect to maintain generally for the benefit of its officers and directors against all damages, liabilities, costs, charges and expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of the Company or providing services on behalf of Holdings Parent (“"D&O Policy”"); provided, however, that the scope and amount of insurance coverage under the D&O Policy shall be either the same as or no less favorable than the directors and officers liability insurance provided for the directors and officers of HoldingsParent. To the extent permissible without penalty under the Xxxxxxxx-Xxxxx Act of 2002 and any other applicable law, the Company agrees to advance to the Employee any expenses (including attorneys’ ' fees) incurred by the Employee in defending any civil, criminal, administrative or investigative action, suit or proceeding, to the extent related to the Employee’s 's position with the Company (as described in Section 3) or providing services on behalf of HoldingsParent, prior to the final disposition of such action, suit or proceeding; provided, that the Employee must agree in writing to repay such advanced amounts if it is ultimately determined that the Employee was found guilty of a criminal act, the defense of which with respect to which the advancement was made, or not entitled to indemnification from the Company with respect to such action, suit or proceeding under applicable law.