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

Indemnification of Directors and Officers of the Company. (a) During the period ending six years after the Effective Time (and, if applicable, for any subsequent period of time during the pendency, and through the resolution, of any D&O Indemnifiable Matter(s) initiated during such six-year period), Parent, the Final Surviving Entity and their successors shall, and Parent shall cause the Final Surviving Entity and its successors to, fulfill their obligations to the present and former members of the Board and present and former officers of the Company (such directors and officers being herein called the “Company Indemnitees”) pursuant to the terms of the Charter Documents as in effect on the Agreement Date, the DGCL and other applicable Law and any indemnification agreements between the Company and such Company Indemnitees set forth on Section 5.5(a) of the Disclosure Schedule (such obligations, collectively, the “D&O Indemnifiable Matters”). Notwithstanding the foregoing, the obligations of Parent and the Final Surviving Entity or their successors in respect of the D&O Indemnifiable Matters (i) shall be subject to any limitation imposed by applicable Law, the terms of the Charter Documents and the terms of the applicable indemnification agreement and (ii) shall not be deemed to release any Company Indemnitee who is also an officer or director of the Company from his or her obligations pursuant to this Agreement or any Related Agreement to which such Person is a party.

Indemnification of Directors and Officers of the Company. (a) During the period ending six (6) years after the Effective Time (and, if applicable, for any subsequent period of time during the pendency, and through the resolution, of any D&O Indemnifiable Matter(s) initiated during such six-year period), ParentTime, the Final Surviving Entity and their successors or its successor shall, and or Parent shall cause the Final Surviving Entity and or its successors successor to, fulfill their obligations with respect to indemnification, advancement of expenses and exculpation to each Person who is now, or has been at any time prior to the present and former members Closing Date, a member of the Board and present and former officers Board, manager or officer of the Company and each of its Subsidiaries (such directors directors, managers and officers being herein called the “Company Indemnitees”) pursuant to the terms of the Charter Documents as in effect on the Agreement Date, the DGCL and other applicable Law Date and any indemnification agreements between the Company or any of its Subsidiaries and such Company Indemnitees set forth on Section 5.5(a5.3(a) of the Disclosure Schedule (such obligations, collectively, the “D&O Indemnifiable Matters”), and the Surviving Entity or its successor shall, or Parent shall cause the Surviving Entity or its successor to, indemnify and hold harmless, and provide advancement of expenses to all such Company Indemnitees in accordance with the terms thereof. Notwithstanding the foregoing, the obligations of Parent and the Final Surviving Entity or their respective successors in respect of the D&O Indemnifiable Matters (i) shall be subject to any limitation imposed by applicable Law, the terms of the Charter Documents and or the terms of the applicable indemnification agreement agreement, and (ii) shall not be deemed to release any Company Indemnitee who is also an officer officer, manager or director of the Company or any of its Subsidiaries from his or her obligations pursuant to this Agreement or any Related Agreement to which such Person is a partyAgreement.

Indemnification of Directors and Officers of the Company. (a) During the period ending six (6) years after the Effective Time (and, if applicable, for any subsequent period of time during the pendency, and through the resolution, of any D&O Indemnifiable Matter(s) initiated during such six-year period), Parentthe Surviving Corporation, the Final Surviving Entity and or their respective successors shall, and Parent shall cause the Final Surviving Corporation, the Surviving Entity and its or their respective successors to, fulfill their obligations to the present and former members of the Board and present and former officers of the Company (such directors and officers being herein called the “Company Indemnitees”) pursuant to the terms of the Charter Documents as in effect on the Agreement Date, the DGCL and other applicable Law Date and any indemnification agreements between the Company and such Company Indemnitees set forth on Section 5.5(a4.5(a) of the Disclosure Schedule (such obligations, collectively, the “D&O Indemnifiable Matters”). Notwithstanding the foregoing, the obligations of Parent and the Final Surviving Corporation, the Surviving Entity or their respective successors in respect of the D&O Indemnifiable Matters (i) shall be subject to any limitation imposed by applicable Law, the terms of the Charter Documents and and/or the terms of the applicable indemnification agreement and (ii) shall not be deemed to release any Company Indemnitee who is also an officer or director of the Company from his or her obligations pursuant to this Agreement or any Related Agreement to which such Person is a party.

Indemnification of Directors and Officers of the Company. (a) During the period ending six (6) years after the Effective Time (and, if applicable, for any subsequent period of time during the pendency, and through the resolution, of any D&O Indemnifiable Matter(s) initiated during such six-year period), ParentTime, the Final Surviving Entity and their Corporation or its respective successors shall, and or Parent shall cause the Final Surviving Entity and its Corporation or their respective successors to, fulfill their obligations to the present and former members of the Board Board, present and former managers and present and former officers of the Company and each of its Subsidiaries (such directors directors, managers and officers being herein called the “Company Indemnitees”) pursuant to the terms of the Charter Documents as in effect on the Agreement Date, the DGCL and other applicable Law Date and any indemnification agreements between the Company or any of its Subsidiaries and such Company Indemnitees set forth on Section 5.5(a5.4(a) of the Disclosure Schedule (such obligations, collectively, the “D&O Indemnifiable Matters”). Notwithstanding the foregoing, the obligations of Parent and the Final Surviving Entity Corporation or their respective successors in respect of the D&O Indemnifiable Matters (i) shall be subject to any limitation imposed by applicable Law, the terms of the Charter Documents and or the terms of the applicable indemnification agreement and (ii) shall not be deemed to release any Company Indemnitee who is also an officer officer, manager or director of the Company or any of its Subsidiaries from his or her obligations pursuant to this Agreement or any Related Agreement to which such Person is a partyAgreement.

Indemnification of Directors and Officers of the Company. (a) During the period commencing on the Closing Date and ending six (6) years after the Effective Time (and, if applicable, for any subsequent period of time during the pendency, and through the resolution, of any D&O Indemnifiable Matter(s) initiated during such six-year period), ParentTime, the Final Surviving Entity Corporation and their its successors shall, and Parent and Midco shall cause the Final Surviving Entity Corporation and its successors to, fulfill their obligations to the present and former members of the Board Company Board, present and former managers and present and former officers of the Company and each of its Subsidiaries (such directors directors, managers and officers being herein called the “Company Indemnitees”) pursuant to the terms of the Charter Organizational Documents as in effect on the Agreement Date, the DGCL and other applicable Law Date and any indemnification agreements between the Company or any of its Subsidiaries and such Company Indemnitees set forth on Section 5.5(a5.4(a) of the Company Disclosure Schedule (such obligations, collectively, the “D&O Indemnifiable Matters”). Notwithstanding the foregoing, the obligations of Parent Parent, Midco and the Final Surviving Entity Corporation or their its successors in respect of the D&O Indemnifiable Matters (i) shall be subject to any limitation imposed by applicable Law, the terms of the Charter Organizational Documents and and/or the terms of the applicable indemnification agreement and (ii) shall not be deemed to release any Company Indemnitee who is also an officer officer, manager or director of the Company or any of its Subsidiaries from his or her obligations pursuant to this Agreement or any Related Agreement to which such Person is a party.

Indemnification of Directors and Officers of the Company. (a) During the period ending six (6) years after the Effective Time (and, if applicable, for any subsequent period of time during the pendency, and through the resolution, of any D&O Indemnifiable Matter(s) initiated during such six-year period), ParentTime, the Final Surviving Entity and their successors shall, and Parent Corporation shall cause fulfill its obligations with respect to the Final Surviving Entity and its successors to, fulfill their obligations to rights of the present and former members of the Board Company Board, present and former managers and present and former officers of the Company and each of its Subsidiaries (such directors directors, managers and officers being herein called the “Company Indemnitees”) to indemnification pursuant to the terms of the Charter Documents as in effect on the Agreement Date, the DGCL and other applicable Law date hereof and any indemnification agreements between the Company or any of its Subsidiaries and such Company Indemnitees set forth on Section 5.5(a4.18(a) of the Company Disclosure Schedule (such obligations, collectively, the “D&O Indemnifiable Matters”). Notwithstanding the foregoing, the obligations of Parent and the Final Surviving Entity or their successors Corporation in respect of the D&O Indemnifiable Matters (i) shall be subject to any limitation imposed by applicable Applicable Law, the terms of the Charter Documents and or the terms of the applicable indemnification agreement and (ii) shall not be deemed to release any Company Indemnitee who is also an officer officer, manager or director of the Company or any of its Subsidiaries from his or her obligations pursuant to this Agreement or any Related Agreement to which such Person is a partyTransaction Documents.

Indemnification of Directors and Officers of the Company. (a) During the period ending six years after the Effective Time (and, if applicable, for any subsequent period of time during the pendency, and through the resolution, of any D&O Indemnifiable Matter(s) initiated during such six-year period), ParentClosing Date, the Final Surviving Entity and their successors Company shall, and Parent Purchaser shall cause the Final Surviving Entity and its successors Company to, fulfill their obligations to the present and former members of the Company Board (or equivalent governing body of any other member of the Company Group) and present and former officers of any member of the Company Group (such directors and officers being herein called the “Company Indemnitees”) pursuant to the terms of each member of the Charter Company Group’s Governing Documents as in effect on the Agreement Date, the DGCL Date and other applicable Law and any indemnification agreements between any member of the Company Group and such Company Indemnitees set forth on Section 5.5(a8.4(a) of the Disclosure Schedule (such obligations, collectively, the “D&O Indemnifiable Matters”). Notwithstanding the foregoing, the obligations of Parent Purchaser and the Final Surviving Entity Company Group or their its successors in respect of the D&O Indemnifiable Matters (i) shall be subject to any limitation imposed by applicable Law, the terms of the Charter Governing Documents and and/or the terms of the applicable indemnification agreement and (ii) shall not be deemed to release any Company Indemnitee who is also an officer or director of any member of the Company Group from his or her obligations pursuant to this Agreement or any Related Agreement Transaction Document to which such Person is a party.

Indemnification of Directors and Officers of the Company. (a) During the period ending six (6) years after the Effective Time (and, if applicable, for any subsequent period of time during the pendency, and through the resolution, of any D&O Indemnifiable Matter(s) initiated during such six-year period), Parent, the Final Surviving Entity Corporation and their its successors shall, and Parent shall cause the Final Surviving Entity Corporation and its successors to, fulfill their obligations to the present and former members of the Board and present and former officers of the Company (such directors and officers being herein called the “Company Indemnitees”) pursuant to the terms of the Charter Documents as in effect on the Agreement Date, the DGCL and other applicable Law and any indemnification agreements between the Company and such Company Indemnitees set forth on Section Schedule 5.5(a) of the Disclosure Schedule (such obligations, collectively, the “D&O Indemnifiable Matters”). Notwithstanding the foregoing, the obligations of Parent and the Final Surviving Entity Corporation or their its successors in respect of the D&O Indemnifiable Matters (i) shall be subject to any limitation imposed by applicable Law, the terms of the Charter Documents and and/or the terms of the applicable indemnification agreement and (ii) shall not be deemed to release any Company Indemnitee who is also an officer or director of the Company from his or her obligations pursuant to this Agreement or any Related Agreement to which such Person is a party.