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

Indemnification of Directors and Officers of the Company. (a) From and after the Final Closing Date, Parent and the Surviving Corporation agree to indemnify, defend and hold harmless the former directors and officers of the Company and the persons listed on Exhibit 3.21 (as used in this Section, each an "Indemnified Person") from and against all losses, claims, damages, liabilities and judgments (and related expenses including, but not limited to, attorney's fees and amounts paid in settlement), and any action or other proceeding in respect thereof, to which any Indemnified Person becomes subject, based upon or arising out of actions or omissions or alleged actions or omissions of such persons occurring (or alleged to have occurred) at or prior to the Final Closing Date, to the fullest extent (including the advancement of expenses) permitted under (1) the Delaware General Corporation Law or the Louisiana Business Corporation Law, as applicable, or (2) the certificate of incorporation, bylaws or other governing documents of the Company as in effect on the date of this Agreement, whichever of (1) or (2) is greater. (b) From and after the Final Closing Date, Parent shall not amend, alter or repeal those provisions of the certificate of incorporation, bylaws or other governing documents of the Company relating to liability or indemnification of directors and officers, except as required by law, if the effect of such amendment, alteration or repeal would be to increase the potential liability of a director or officer of the Company to the Company or to its stockholders for monetary damages for breach of fiduciary duty, or to lessen or otherwise adversely affect the indemnification rights of directors and officers of the Company as provided in such certificate of incorporation, bylaws or other governing documents as in effect on the date of this Agreement. (c) The rights granted to the Indemnified Persons hereby shall be contractual rights inuring to the benefit of all Indemnified Persons and shall survive this Agreement and the Final Closing. They are in addition to the indemnification provided pursuant to Section 3.16.

Indemnification of Directors and Officers of the Company. (a) From and after the Final Closing Date, Parent and the Surviving Corporation agree to indemnify, defend and hold harmless the former directors and officers of the Company and the persons listed on Exhibit 3.21 (as used in this Section, each an "Indemnified Person") from and against all losses, claims, damages, liabilities and judgments (and related expenses including, but not limited to, attorney's fees and amounts paid in settlement), and any action or other proceeding in respect thereof, to which any Indemnified Person becomes subject, based upon or arising out of actions or omissions or alleged actions or omissions of such persons occurring (or alleged to have occurred) at or prior to the Final Closing Date, to the fullest extent (including the advancement of expenses) permitted under (1) the Delaware General Corporation Law or the Louisiana Business Corporation Law, as applicable, or (2) the certificate of incorporation, bylaws or other governing documents of the Company as in effect on the date of this Agreement, whichever of (1) or (2) is greater. (b) From and after the Final Closing Date, Parent shall not amend, alter or repeal those provisions of the certificate of incorporation, bylaws or other governing documents of the Company relating to liability or indemnification of directors and officers, except as required by law, if the effect of such amendment, alteration or repeal would be to increase the potential liability of a director or officer of the Company to the Company or to its stockholders for monetary damages for breach of fiduciary duty, or to lessen or otherwise Kori Xxxeement and Plan of Merger//Page 50 59 adversely affect the indemnification rights of directors and officers of the Company as provided in such certificate of incorporation, bylaws or other governing documents as in effect on the date of this Agreement. (c) The rights granted to the Indemnified Persons hereby shall be contractual rights inuring to the benefit of all Indemnified Persons and shall survive this Agreement and the Final Closing. They are in addition to the indemnification provided pursuant to Section 3.16.

Indemnification of Directors and Officers of the Company. (a) From and after the Final Closing Date, Parent and the Surviving Corporation Company, jointly and severally, agree to indemnify, defend and hold harmless the former directors and officers of the Company and the persons listed on Exhibit 3.21 (as used in this Section, each an "Indemnified Person") from and against all losses, claims, damages, liabilities and judgments (and related expenses including, but not limited to, attorney's fees and amounts paid in settlement), and any action or other proceeding in respect thereof, to which any Indemnified Person becomes subject, based upon or arising out of actions or omissions or alleged actions or omissions of such persons occurring (or alleged to have occurred) at or prior to the Final Closing Date, to the fullest extent (including the advancement of expenses) permitted under (1) the Delaware General Corporation Law or the Louisiana Business Corporation Law, as applicable, or (2) the certificate of incorporation, bylaws or other governing documents of the Company as in effect on the date of this Agreement, whichever of (1) or (2) is greater. (b) From and after the Final Closing Date, Parent shall not amend, alter or repeal those provisions of the certificate of incorporation, bylaws or other governing documents of the Company relating to liability or indemnification of directors and officers, except as required by law, if the effect of such amendment, alteration or repeal would be to increase the potential liability of a director or officer of the Company to the Company or to its stockholders for monetary damages for breach of fiduciary duty, or to lessen or otherwise adversely affect the indemnification rights of directors and officers of the Company as provided in such certificate of incorporation, bylaws or other governing documents as in effect on the date of this Agreement. (c) The rights granted to the Indemnified Persons hereby shall be contractual rights inuring to the benefit of all Indemnified Persons and shall survive this Agreement and the Final Closing. They are in addition to the indemnification provided pursuant to Section 3.16.