Common use of Indemnification of Company Officers and Directors Clause in Contracts

Indemnification of Company Officers and Directors. (a) The Company shall, to the fullest extent permitted under applicable law and regardless of whether the Merger is consummated, indemnify, defend and hold harmless, and after the Effective Time, the Surviving Corporation shall, to the fullest extent permitted under applicable law, indemnify, defend and hold harmless, the present and former officers and directors of the Company or any of its Subsidiaries (collectively, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims (and involving claims by or in the right of the Company), damages or liabilities resulting from third-party claims and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties as officers or directors of the Company or any of its Subsidiaries occurring on or prior to the Effective Time (including, without limitation, the Transactions) to the fullest extent permitted or required under (i)(A) the Articles of Incorporation or By-Laws of the Company in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (B) any indemnification agreement between the Indemnified Party and the Company in effect immediately prior to the date of this Agreement; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's Articles of Incorporation and By-Laws in effect on the date of this Agreement and subject to the terms of such Articles of Incorporation and By-Laws.

Indemnification of Company Officers and Directors. (a) The Parent agrees that it will (i) assume (A) the indemnification agreements set forth on Schedule 7.19(a) between the Company shalland its officers and directors to which the Company is bound as of the date of this Agreement, and (B) other indemnification agreements between the Company and its officers and directors to which the Company is bound as of the date of this Agreement which are in form and substance substantially similar to the Company’s standard form indemnification agreements in use at the date of such other indemnification agreements and (ii) for a period of six (6) years after the Effective Time, indemnify, defend and hold harmless each director and officer of the Company determined as of immediately prior to the Effective Time (the “Company Indemnified Parties”) for actions taken in such person’s capacity as an officer or director of the Company, to the fullest extent permitted under by applicable law and regardless of whether the Merger is consummatedLaw, indemnify, defend and hold harmless, and after the Effective Time, the Surviving Corporation shall, to the fullest extent permitted under applicable law, indemnify, defend and hold harmless, the present and former officers and directors of the Company against any costs or any of its Subsidiaries expenses (collectively, the "Indemnified Parties"including reasonable attorneys’ fees), from and againstjudgments, and pay or reimburse the Indemnified Parties forfines, all losses, obligations, expenses, claims (and involving claims by or in the right of the Company)claims, damages or liabilities resulting from third-party claims and including interest(collectively, penalties, out-of-pocket expenses and attorneys' fees “Costs”) incurred in the investigation connection with any claim, action, suit, proceeding or defense of any of the same investigation, whether civil, criminal, administrative or in asserting any of their rights hereunder resulting from or investigative, arising out of actions matters existing or omissions of such Indemnified Parties as officers or directors of the Company or any of its Subsidiaries occurring on at or prior to the Effective Time which are asserted after the Effective Time (including, without limitationthe obligations in (i) and (ii), the Transactions) “Company Indemnification Obligations”). In connection therewith, Parent shall also advance expenses to the Company Indemnified Parties as incurred to the fullest extent permitted or required under (i)(A) by applicable Law; provided, however, that the Articles of Incorporation or By-Laws of the Company in effect on the date of this Agreement, including, without limitation, provisions relating Person to whom expenses are advanced provides an undertaking to repay such advances of expenses incurred in the defense of any action or suit, or (B) any indemnification agreement between the Indemnified Party and the Company in effect immediately prior to the date of this Agreement; and (ii) advance to any Indemnified Parties expenses incurred in defending any action or suit with respect to if it is ultimately determined that such matters, in each case to the extent such Indemnified Parties are Person is not entitled to indemnification or advancement of expenses under the Company's Articles of Incorporation and By-Laws in effect on the date of this Agreement and subject to the terms of such Articles of Incorporation and By-Lawsindemnification.

Indemnification of Company Officers and Directors. (a) The Company shall, to the fullest extent permitted under applicable law and regardless For a period of whether the Merger is consummated, indemnify, defend and hold harmless, and after six (6) years following the Effective Time, the Surviving Corporation or its successor shall, to and the fullest extent permitted under applicable lawAcquiror shall cause the Surviving Corporation or its successor to, indemnify, defend fulfill and hold harmless, honor in all respects the present and former officers and directors obligations of the Company or pursuant to any of its Subsidiaries (collectivelyindemnification provisions under applicable Law, the "Indemnified Parties"), from and against, and pay or reimburse the Indemnified Parties for, all losses, obligations, expenses, claims (and involving claims by or in the right of the Company), damages or liabilities resulting from third-party claims and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions of such Indemnified Parties Charter Documents as officers or directors of the Company or any of its Subsidiaries occurring on or prior to the Effective Time (including, without limitation, the Transactions) to the fullest extent permitted or required under (i)(A) the Articles of Incorporation or By-Laws of the Company in effect on the date hereof or pursuant to the indemnification agreements listed in Schedule 7.11(a) attached hereto (the “Indemnification Schedule”) insofar as such indemnification provisions relate to the directors and officers of this Agreement, including, without limitation, provisions relating to advances of expenses incurred the Company set forth in the defense Indemnification Schedule (such directors and officers being herein called the “Company Indemnitees”). The rights of any action each Company Indemnitee shall be enforceable by each such Company Indemnitee or suithis or her heirs, personal representatives, successors or (B) any indemnification agreement between assigns. Notwithstanding the Indemnified Party foregoing, the obligations of the Acquiror and the Company in effect immediately prior Surviving Corporation or its successor (i) shall be subject to the date of this Agreement; any limitation imposed by applicable Law and (ii) advance shall not be deemed to release any Indemnified Parties expenses incurred in defending Company Indemnitee who is also an officer or director of the Company from his or her obligations pursuant to this Agreement or any action Related Agreement, nor shall such Company Indemnitee have any right of contribution, indemnification or suit right of advancement from the Surviving Corporation or its successor or Parent with respect with any Loss claimed against such Company Indemnitee in his or her capacity as a Company Stockholder pursuant to such matters, in each case to the extent such Indemnified Parties are entitled to indemnification or advancement of expenses under the Company's Articles of Incorporation and By-Laws in effect on the date of this Agreement and subject or any Related Agreement by any of the Indemnified Parties. Notwithstanding the foregoing, the Acquiror shall have no obligation to maintain the terms existence of such Articles of Incorporation and By-Lawsthe Surviving Corporation for any specified period following the Effective Time.

Indemnification of Company Officers and Directors. For a period through and until expiration of the statutes of limitations pertaining to any Claim asserted against any person who is an officer or director of the Company prior to the Closing (a) The Company shallthe Indemnified Officers”), Parent shall indemnify and hold harmless (and shall also advance expenses, including reasonable attorneys’ and expert witness fees, as incurred to the fullest extent permitted under applicable law and regardless of whether to) the Merger is consummated, indemnify, defend and hold harmless, and after the Effective Time, the Surviving Corporation shallIndemnified Officers, to the fullest extent that the Company would have been permitted to do so under applicable law, indemnify, defend its articles of incorporation and hold harmless, the present and former officers and directors bylaws as in effect as of the Company date hereof, provided, however, that the payment of such expenses incurred by or any on behalf of its Subsidiaries an Indemnified Officer in advance of the final disposition of such matter shall be made only upon receipt of (collectively, the "Indemnified Parties"), from and against, and pay or reimburse i) a written affirmation by the Indemnified Parties for, all losses, obligations, expenses, claims (and involving claims by or in the right of the Company), damages or liabilities resulting from third-party claims and including interest, penalties, out-of-pocket expenses and attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their rights hereunder resulting from or arising out of actions or omissions Officer of such Indemnified Parties as officers or directors Officer’s good faith belief that the standard of conduct described in Section 0-000-000 of the Company or any of its Subsidiaries occurring on or prior to the Effective Time (includingCBCA necessary for indemnification by Parent as authorized by this Section 8.13 has been met, without limitation, the Transactions) to the fullest extent permitted or required under (i)(A) the Articles of Incorporation or By-Laws of the Company in effect on the date of this Agreement, including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, or (B) any indemnification agreement between the Indemnified Party and the Company in effect immediately prior to the date of this Agreement; and (ii) advance an undertaking by or on behalf of such Indemnified Officer to any repay all amounts so advanced (the “Returned Payments”) in the event that it shall ultimately be determined that such Indemnified Parties Officer is not entitled to be indemnified by Parent as authorized in this Section 8.13; and further provided that no such advancement of expenses incurred shall be made under this Section 8.13 if it is determined by a majority of the Board of Directors of Parent that (i) the Indemnified Officer did not act in defending any action good faith and in a manner he or suit she reasonably believed to be in, or not opposed to, the best interests of the Company, or (ii) with respect to such mattersany criminal action or proceeding, in each case the Indemnified Officer had reasonable cause to the extent such believe his or her conduct was unlawful. Each Indemnified Parties are entitled Officer is intended to indemnification be a third party beneficiary of this Section 8.13 and may specifically enforce its terms. This Section 8.13 shall not limit or advancement of expenses otherwise adversely affect any rights any Indemnified Officer may have under the Company's Articles ’s articles of Incorporation and By-Laws incorporation or bylaws as in effect on as of the date of hereof. This Section 8.13 shall be inapplicable to any action commenced by Parent in connection with the transactions contemplated by this Agreement and subject to against the terms of such Articles of Incorporation and By-LawsCompany Control Shareholders in their capacities as such.