Common use of Indemnification of Directors and Officers; Insurance Clause in Contracts

Indemnification of Directors and Officers; Insurance. (a) From and after the Effective Time, Liberty Media and the Surviving Entity shall jointly and severally indemnify, defend and hold harmless the present and former officers, directors and employees of the Company and any of its Subsidiaries, and any Person who is or was serving at the request of the Company as an officer or director of another Person (each, an "Indemnified Party" and together, the "Indemnified Parties") (and shall also, subject to Section 7.11(b), advance expenses as incurred to the fullest extent permitted under the DGCL, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), against (i) all losses, costs, expenses, claims, damages, judgments or liabilities arising out of, or in connection with, any claim, action, suit, proceeding or investigation based in whole or in part on the fact that the Indemnified Party is or was an officer, director or employee of the Company or any of its Subsidiaries, or is or was serving at the request of the Company as an officer or director of another Person, pertaining to any matter existing or occurring before or at the Effective Time and whether asserted or claimed before, at or after, the Effective Time (the "Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement, the Merger or any other transactions contemplated hereby or thereby, in each case to the fullest extent permitted under the DGCL (notwithstanding the Charter, Bylaws or similar organizational documents of the Company, the Surviving Entity, Parent or Liberty Media); provided, however, that such indemnification shall be provided only to the extent any directors' and officers' liability insurance policy of the Company or its Subsidiaries does not provide coverage and actual payment thereunder with respect to the matters that would otherwise be subject to indemnification hereunder (it being understood that Liberty Media or the Surviving Entity shall, subject to Section 7.11(b), advance expenses on a

Indemnification of Directors and Officers; Insurance. (a) From and For a period of six (6) years after the Effective Time, Liberty Media and unless otherwise required by applicable Legal Requirements, Acquiror shall cause the Organizational Documents of the Surviving Entity Corporation to contain provisions no less favorable with respect to the exculpation from personal liability and indemnification of, and advancement of expenses to, directors, officers, employees and agents than are set forth in the Organizational Documents of the Company as in effect on the date hereof; provided, however, that if any claim or claims are asserted against any individual entitled to the protections of such provisions within such six (6)−year period, such provisions shall jointly and severally not be modified in a manner adverse to such individual until the final disposition of any such claims. Acquiror shall cause the Surviving Corporation to indemnify, defend and hold harmless the advance expenses to, each present and former officersdirector, directors and employees officer, employee, agent or employee benefit plan fiduciary (a “Surviving Corporation Indemnified Person”) of the Company (including rights relating to advancement of expenses and any indemnification rights to which such persons are entitled because they are serving as a director, officer, agent or employee of its Subsidiaries, and any Person who is or was serving another entity at the request of the Company Company) in respect of actions, omissions or events through the Effective Time to the fullest extent provided in the Organizational Documents of the Company, any indemnification agreement set forth on Schedule 6.13(a) or under applicable Legal Requirements, in each case, as an officer or director in effect on the date of another Person (eachthis Agreement; provided, an "however, that any determination required to be made with respect to whether a Surviving Corporation Indemnified Party" and togetherPerson’s conduct complies with the standards set forth under the applicable Legal Requirements, the "Organizational Documents of the Company, or any such agreement, as the case may be, shall be made by independent legal counsel jointly selected by such Surviving Corporation Indemnified Parties"Person and Acquiror. Without limiting the generality of the preceding sentence, if any Surviving Corporation Indemnified Person becomes involved in any actual or threatened action, suit, claim, proceeding or investigation covered by this Section 6.13(a) (and after the Effective Time, Acquiror shall, or shall alsocause the Company to, subject to Section 7.11(b), advance expenses as incurred to the fullest extent permitted under by law, promptly advance to such Surviving Corporation Indemnified Person his or her legal or other expenses (including the DGCLcost of any investigation and preparation incurred in connection therewith), provided that subject to the providing by such Surviving Corporation Indemnified Person to whom expenses are advanced provides of an undertaking to repay such advances if it is ultimately determined reimburse all amounts so advanced in the event of a non−appealable determination of a court of competent jurisdiction that such Surviving Corporation Indemnified Person is not entitled thereto under the KGCC or other applicable Legal Requirements with respect to indemnificationsuch proceeding. Notwithstanding anything to the contrary set forth in this Section 6.13(a), against neither Acquiror nor the Surviving Corporation (i) all losses, costs, expenses, claims, damages, judgments shall be liable for any settlement entered into by a Surviving Corporation Indemnified Person without Acquiror’s prior written consent (which consent shall not be unreasonably withheld or liabilities arising out ofdelayed), or (ii) shall have any obligation hereunder to any Surviving Corporation Indemnified Person to the extent that a court of competent jurisdiction shall determine 45 WA 4941984.13 WCSR 32390522v12 in connection witha final and non−appealable order that such indemnification is prohibited by applicable Legal Requirements. Any Surviving Corporation Indemnified Person wishing to claim indemnification under this Section 6.13(a), upon learning of any such claim, action, suit, proceeding or investigation based in whole or in part on the fact that the Indemnified Party is or was an officerinvestigation, director or employee of the Company or any of its Subsidiaries, or is or was serving at the request of the Company as an officer or director of another Person, pertaining to any matter existing or occurring before or at the Effective Time shall promptly notify Acquiror and whether asserted or claimed before, at or after, the Effective Time (the "Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement, the Merger or any other transactions contemplated hereby or thereby, in each case to the fullest extent permitted under the DGCL (notwithstanding the Charter, Bylaws or similar organizational documents of the Company, the Surviving Entity, Parent or Liberty Media)Corporation of such claim and the relevant facts and circumstances with respect thereto; provided, however, that the failure to provide such indemnification notice shall be provided only not affect the obligations of Acquiror and the Surviving Corporation except to the extent any directors' and officers' liability insurance policy of the Company such failure to notify materially prejudices their ability to defend such claim, action, suit, proceeding or its Subsidiaries does not provide coverage and actual payment thereunder with respect to the matters that would otherwise be subject to indemnification hereunder (it being understood that Liberty Media or the Surviving Entity shall, subject to Section 7.11(b), advance expenses on ainvestigation.

Indemnification of Directors and Officers; Insurance. (a) From and after the Effective TimeTime through the sixth anniversary of the date on which the Effective Time occurs, Liberty Media each of Parent and the Surviving Entity shall Corporation shall, jointly and severally indemnifyseverally, defend indemnify and hold harmless the present and former officersharmless, directors and employees of the Company and any of its Subsidiaries, and any Person who is or was serving at the request of the Company as an officer or director of another Person (each, an "Indemnified Party" and together, the "Indemnified Parties") (and shall also, subject to Section 7.11(b), advance expenses as incurred to the fullest extent permitted under applicable Law, each person who was or is made a party or threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the DGCLfact that he or she is or was at any time prior to the Effective Time, provided a director or officer of the Company (the “Company Indemnified Parties”), against all expense, liability and loss (including reasonable attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Company Indemnified Party in connection therewith, whether claimed prior to, at or after the Effective Time, to the fullest extent that the Person Company would have been permitted under its Charter Documents in effect on the Signing Date. The right to indemnification conferred in this Section 4.10(a) shall include the right to be paid from each of the Parent and the Surviving Corporation the reasonable expenses incurred in defending any such action, suit or proceeding in advance of its final disposition, within thirty (30) days of receipt by the Parent or the Surviving Corporation from the Company Indemnified Party of a written claim therefore; provided, however, that the Company Indemnified Party to whom such expenses are advanced provides an undertaking to repay such advances if it is ultimately and finally determined by a court of competent jurisdiction that such Person Company Indemnified Party is not entitled to indemnification), against (i) all losses, costs, expenses, claims, damages, judgments or liabilities arising out of, or in connection with, any claim, action, suit, proceeding or investigation based in whole or in part on the fact that the Indemnified Party is or was an officer, director or employee of the Company or any of its Subsidiaries, or is or was serving at the request of the Company as an officer or director of another Person, pertaining to any matter existing or occurring before or at the Effective Time and whether asserted or claimed before, at or after, the Effective Time (the "Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement, the Merger or any other transactions contemplated hereby or thereby, in each case to the fullest extent permitted indemnification under applicable Law under the DGCL (notwithstanding the Charter, Bylaws or similar organizational documents of the Company, the Final Surviving Entity, Parent or Liberty Media); provided, however, that such indemnification shall be provided only to the extent any directors' and officers' liability insurance policy of the Company or its Subsidiaries does not provide coverage and actual payment thereunder with respect to the matters that would otherwise be subject to indemnification hereunder (it being understood that Liberty Media or the Surviving Entity shall, subject to Section 7.11(b), advance expenses on a.

Indemnification of Directors and Officers; Insurance. (a) From Liberty, Merger Sub and the Company agree that all right to indemnification, exculpation, advancement of expenses and the like now existing in favor of any present or former director or officer of the Company and its subsidiaries (the "Indemnified Parties") as provided in the respective charters or bylaws of the Company and such subsidiaries or in an agreement between an Indemnified Party and the Company or one of its subsidiaries, are contract rights and shall survive the Merger. In addition, and without limiting the foregoing, from and after the Effective Time, Liberty Media and the Surviving Entity Corporation shall jointly and severally indemnify, defend and hold harmless the present and former officers, directors and employees each of the Company and any of its Subsidiaries, and any Person who is or was serving at the request of the Company as an officer or director of another Person (each, an "Indemnified Party" and together, the "Indemnified Parties") Parties (and shall also, subject to Section 7.11(b7.13(b), advance expenses as incurred incurred, to the fullest extent permitted under the DGCL, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), against (i) all losses, costs, expenses, claims, damages, judgments or liabilities arising out of, or in connection with, any claim, action, suit, proceeding or investigation based in whole or in part on the fact that the Indemnified Party is or was an officer, director or employee of the Company or any of its Subsidiariessubsidiaries, or is or was serving at the request of the Company as an officer officer, director or director employee or agent of another Person, pertaining to any matter existing or occurring before or at the Effective Time and whether asserted or claimed before, at or after, the Effective Time (the "Indemnified Liabilities") and (ii) including all such Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement, the Merger or any other transactions contemplated hereby or thereby), in each case to the fullest extent permitted under the DGCL (notwithstanding the Chartercharter, Bylaws bylaws or similar organizational documents of the Company, the Surviving EntityCorporation, Parent or Liberty MediaLiberty); provided, however, that such indemnification shall be provided only to the extent any directors' and officers' liability insurance policy of the Company or its Subsidiaries subsidiaries does not provide coverage and actual payment thereunder with respect to the matters that would otherwise be subject to indemnification hereunder (it being understood that Liberty Media or the Surviving Entity Corporation shall, subject to Section 7.11(b7.13(b), advance expenses on a current basis as provided in this paragraph (a) notwithstanding such insurance coverage to the extent that payments thereunder have not yet been made, in which case Liberty or the Surviving Corporation, as the case may be, shall be entitled to repayment of such advances from the proceeds of such insurance coverage). Liberty and Merger Sub agree that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a "Claim"), existing in favor of the Indemnified Parties as provided in the Company Charter or the Company's bylaws or pursuant to other agreements, or certificates of incorporation or bylaws or similar documents of any of the Company's subsidiaries, as in effect as of the date hereof, with respect to matters occurring through the Effective Time, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that all rights to indemnification in respect of any Claim asserted, made or commenced within such period shall continue until the final disposition of such Claim. The Surviving Corporation shall, and Liberty shall cause the Surviving Corporation to, maintain in effect for not less than three years after the Effective Time the current policies of directors' and officers' liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring prior to or at the Effective Time; provided, however, that (i) the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to the Indemnified Parties with an insurance company or companies, the claims paying ability of which is substantially equivalent to the claims paying ability of the insurance company or companies providing currently such insurance coverage for directors and officers of the Company, and (ii) the Surviving Corporation shall not be required to pay an annual premium for such insurance in excess of 1.75 times the last annual premium paid prior to the date hereof, but in such case shall purchase as much coverage as possible for such amount. Anything contained herein to the contrary notwithstanding (but without limiting the obligations of Liberty and the Surviving Corporation to indemnify, defend and hold harmless the Indemnified Parties as set forth in this Section 7.13), as between Liberty and the Surviving Corporation, the Indemnified Liabilities and all costs and expenses incurred by Liberty or the Surviving Corporation in connection with or arising from the Indemnified Liabilities, or in connection with or arising from any obligation to indemnify, defend and hold harmless any Indemnified Party, or to advance expenses or maintain insurance in connection therewith, shall be borne by the Surviving Corporation, and if any liability, loss, cost, damage, claim or expense (including any attorneys' fees and expenses) is paid or incurred by Liberty as a result of any Indemnified Liability or any obligation to indemnify, defend, hold harmless, advance expenses to or maintain insurance for any Indemnified Party, Liberty shall be entitled to reimbursement in full therefor by the Surviving Corporation and shall be subrogated to all rights of the Indemnified Parties vis-greater than-vis the Surviving Corporation with respect to such Indemnified Liabilities and obligations.

Indemnification of Directors and Officers; Insurance. (a) From and after the Effective Time, Liberty Media and the Surviving Entity shall jointly and severally indemnify, defend and hold harmless the present and former officers, directors and employees of the Company and any of its Subsidiaries, and any Person who is or was serving at the request of the Company as an officer officer, director or director employee or agent of another Person (each, an "Indemnified Party" and together, the "Indemnified Parties") (and shall also, subject to Section 7.11(b7.12(b), advance expenses as incurred to the fullest extent permitted under the DGCL, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), against (i) all losses, costs, expenses, claims, damages, judgments or liabilities arising out of, or in connection with, any claim, action, suit, proceeding or investigation based in whole or in part on the fact that the Indemnified Party is or was an officer, director or employee of the Company or any of its Subsidiaries, or is or was serving at the request of the Company as an officer officer, director or director employee or agent of another Person, pertaining to any matter existing or occurring before or at the Effective Time and whether asserted or claimed before, at or after, the Effective Time (the "Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement, the Merger or any other transactions contemplated hereby or thereby, in each case to the fullest extent permitted under the DGCL (notwithstanding the Charter, Bylaws or similar organizational documents of the Company, the Surviving Entity, Parent or Liberty MediaLiberty); provided, however, that such indemnification shall be provided only to the extent any directors' and officers' liability insurance policy of the Company or its Subsidiaries does not provide coverage and actual payment thereunder with respect to the matters that would otherwise be subject to indemnification hereunder (it being understood that Liberty Media or the Surviving Entity shall, subject to Section 7.11(b7.12(b), advance expenses on a current basis as provided in this paragraph (a) notwithstanding such insurance coverage to the extent that payments thereunder have not yet been made, in which case Liberty or the Surviving Entity, as the case may be, shall be entitled to repayment of such advances from the proceeds of such insurance coverage). Liberty and Merger Sub agree that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a "Claim"), existing in favor of the Indemnified Parties as provided in the Company's Charter or Bylaws or pursuant to other agreements, or certificates of incorporation or bylaws or similar documents of any of the Company's Subsidiaries, as in effect as of the date hereof, with respect to matters occurring through the Effective Time, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that all rights to indemnification in respect of any Claim asserted, made or commenced within such period shall continue until the final disposition of such Claim. The Surviving Entity shall, and Liberty shall cause the Surviving Entity to, maintain in effect for not less than three years after the Effective Time the current policies of directors' and officers' liability insurance maintained by the Company and the Company's Subsidiaries with respect to matters occurring prior to or at the Effective Time; provided, however, that (i) the Surviving Entity may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to the Indemnified Parties with an insurance company or companies, the claims paying ability of which is substantially equivalent to the claims paying ability of the insurance company or companies providing currently such insurance coverage for directors and officers of the Company, and (ii) the Surviving Entity shall not be required to pay an annual premium for such insurance in excess of three times the last annual premium paid prior to the date hereof, but in such case shall purchase as much coverage as possible for such amount.

Indemnification of Directors and Officers; Insurance. (a) From Liberty, Merger Sub and the Company agree that all right to indemnification, exculpation, advancement of expenses and the like now existing in favor of any present or former director or officer of the Company and its subsidiaries (the "Indemnified Parties") as provided in the respective charters or bylaws of the Company and such subsidiaries or in an agreement between an Indemnified Party and the Company or one of its subsidiaries, are contract rights and shall survive the Merger. In addition, and without limiting the foregoing, from and after the Effective Time, Liberty Media and the Surviving Entity Corporation shall jointly and severally indemnify, defend and hold harmless the present and former officers, directors and employees each of the Company and any of its Subsidiaries, and any Person who is or was serving at the request of the Company as an officer or director of another Person (each, an "Indemnified Party" and together, the "Indemnified Parties") Parties (and shall also, subject to Section 7.11(b7.13(b), advance expenses as incurred incurred, to the fullest extent permitted under the DGCL, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), against (i) all losses, costs, expenses, claims, damages, judgments or liabilities arising out of, or in connection with, any claim, action, suit, proceeding or investigation based in whole or in part on the fact that the Indemnified Party is or was an officer, director or employee of the Company or any of its Subsidiariessubsidiaries, or is or was serving at the request of the Company as an officer officer, director or director employee or agent of another Person, pertaining to any matter existing or occurring before or at the Effective Time and whether asserted or claimed before, at or after, the Effective Time (the "Indemnified Liabilities") and (ii) including all such Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement, the Merger or any other transactions contemplated hereby or thereby), in each case to the fullest extent permitted under the DGCL (notwithstanding the Chartercharter, Bylaws bylaws or similar organizational documents of the Company, the Surviving EntityCorporation, Parent or Liberty MediaLiberty); provided, however, that such indemnification shall be provided only to the extent any directors' and officers' liability insurance policy of the Company or its Subsidiaries subsidiaries does not provide coverage and actual payment thereunder with respect to the matters that would otherwise be subject to indemnification hereunder (it being understood that Liberty Media or the Surviving Entity Corporation shall, subject to Section 7.11(b7.13(b), advance expenses on a current basis as provided in this paragraph (a) notwithstanding such insurance coverage to the extent that payments thereunder have not yet been made, in which case Liberty or the Surviving Corporation, as the case may be, shall be entitled to repayment of such advances from the proceeds of such insurance coverage). Liberty and Merger Sub agree that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a "Claim"), existing in favor of the Indemnified Parties as provided in the Company Charter or the Company's bylaws or pursuant to other agreements, or certificates of incorporation or bylaws or similar documents of any of the Company's subsidiaries, as in effect as of the date hereof, with respect to matters occurring through the Effective Time, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that all rights to indemnification in respect of any Claim asserted, made or commenced within such period shall continue until the final disposition of such Claim. The Surviving Corporation shall, and Liberty shall cause the Surviving Corporation to, maintain in effect for not less than three years after the Effective Time the current policies of directors' and officers' liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring prior to or at the Effective Time; provided, however, that (i) the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to the Indemnified Parties with an insurance company or companies, the claims paying ability of which is substantially equivalent to the claims paying ability of the insurance company or companies providing currently such insurance coverage for directors and officers of the Company, and (ii) the Surviving Corporation shall not be required to pay an annual premium for such insurance in excess of 1.75 times the last annual premium paid prior to the date hereof, but in such case shall purchase as much coverage as possible for such amount. Anything contained herein to the contrary notwithstanding (but without limiting the obligations of Liberty and the Surviving Corporation to indemnify, defend and hold harmless the Indemnified Parties as set forth in this Section 7.13), as between Liberty and the Surviving Corporation, the Indemnified Liabilities and all costs and expenses incurred by Liberty or the Surviving Corporation in connection with or arising from the Indemnified Liabilities, or in connection with or arising from any obligation to indemnify, defend and hold harmless any Indemnified Party, or to advance expenses or maintain insurance in connection therewith, shall be borne by the Surviving Corporation, and if any liability, loss, cost, damage, claim or expense (including any attorneys' fees and expenses) is paid or incurred by Liberty as a result of any Indemnified Liability or any obligation to indemnify, defend, hold harmless, advance expenses to or maintain insurance for any Indemnified Party, Liberty shall be entitled to reimbursement in full therefor by the Surviving Corporation and shall be subrogated to all rights of the Indemnified Parties vis-a-vis the Surviving Corporation with respect to such Indemnified Liabilities and obligations.