Common use of Indemnification of Directors, Officers and Employees Clause in Contracts

Indemnification of Directors, Officers and Employees. (a) Without limiting any additional rights that any officer, director or employee may have under the Amended and Restated Certificate of Incorporation of CRG or the Amended and Restated Bylaws of CRG (or the charter documents of CRG’s Subsidiaries), from the Distribution Date through the sixth anniversary of the Distribution Date, CRG shall, and shall cause the any of the CRG Group to, indemnify and hold harmless each current (as of the Distribution Date) and former officer, director, employee or fiduciary of Fiesta Restaurant Group or its Subsidiaries (collectively, the “Indemnified Persons”), from and against any and all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including actual attorneys’ fees and disbursements (collectively, “Costs”) incurred in connection with any Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Indemnified Person is or was an officer, director, employee or fiduciary of CRG or its Subsidiaries at or prior to the Distribution Date, whether asserted or claimed prior to, at or after the Distribution Date, to the fullest extent that CRG would be permitted under applicable Law and required under the Amended and Restated Certificate of Incorporation of CRG or the Amended and Restated Bylaws of CRG (or, as relevant, those of its applicable Subsidiary) as at the date hereof. In the event of any such Proceeding, each Indemnified Person shall be entitled to advancement of expenses incurred in the defense of any Proceeding from CRG or its Subsidiaries to the fullest extent that CRG or its Subsidiaries would be permitted under applicable Law and the Amended and Restated Certificate of Incorporation of CRG or the Amended and Restated Bylaws of CRG (or, as relevant, those of its applicable Subsidiary) as at the date hereof. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in Amended and Restated Certificate of Incorporation of CRG or the Amended and Restated Bylaws of CRG (or, as relevant, those of its applicable Subsidiary)), prior to making any payment or advance in respect of the indemnification obligations set forth in this Section 6.11, the Person who is requesting such indemnification or advance shall agree to repay such payments or advances if it is ultimately determined that such Person is not entitled to indemnification. Subject to any superior rights contained in the Amended and Restated Certificate of Incorporation of CRG or the Amended and Restated Bylaws of CRG (or, as relevant, those of its applicable Subsidiary), no Indemnified Person shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Person hereunder unless CRG consents in writing to such settlement, compromise or consent (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Except as may be required by applicable Law, CRG and Carrols agree that for a period of six years from the Distribution Date, all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Distribution Date and rights to advancement of expenses relating thereto now existing in favor of any Indemnified Person as provided in the Amended and Restated Certificate of Incorporation of CRG or the Amended and Restated Bylaws of CRG (or, as relevant, those of its applicable Subsidiary) shall survive the Separation and Distribution and continue in full force and effect, and for a period of six years from the Distribution Date shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Person. (c) Prior to the Distribution Date, CRG shall pay for and cause to be obtained, and to be effective at the Distribution Date, one or more prepaid “tail” insurance policies for the Persons who, as of the date hereof, are covered by CRG’s and its Subsidiaries’ existing directors’ and officers’ insurance policies (“D&O Insurance”), with a claims period of at least six years from the Distribution Date with terms and conditions (including scope and coverage amounts) that are, taken as a whole, at least as favorable as CRG’s and its Subsidiaries’ existing D&O Insurance, for claims arising from facts or events that occurred at or prior to the Distribution Date, covering without limitation the transactions contemplated hereby. (d) Notwithstanding anything herein to the contrary, if any Proceeding (whether arising before, at or after the Distribution Date) with respect to which an Indemnified Person is entitled to indemnification is instituted against any Indemnified Person on or prior to the sixth anniversary of the Distribution Date, then the provisions of this Section 6.11 shall continue in effect until the final disposition of such Proceeding. (e) The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Person is entitled, whether pursuant to Law, Contract or otherwise. The provisions of this Section 6.11 shall survive the consummation of the Separation and Distribution and, notwithstanding any other provision of this Agreement that may be to the contrary, expressly are intended to benefit, and shall be enforceable by, each of the Indemnified Persons and their respective heirs and legal representatives. (f) In the event that CRG or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of CRG shall succeed to the obligations set forth in this Section 6.11.

Indemnification of Directors, Officers and Employees. (a) Without limiting Onvia and the Surviving Corporation shall not, for a period of three years after the Effective Time, take any additional rights that action to alter or impair any officer, director exculpatory or employee may have under indemnification provisions in the Amended and Restated Certificate of Incorporation of CRG or the Amended and Restated Bylaws of CRG the Surviving Corporation for the benefit of any individual who served as a director or officer of Zanova or its Subsidiaries at any time prior to the Effective Time, except for any changes which may be required to conform with changes in applicable law and any changes which do not affect the application of such provisions to acts or omissions of such individuals prior to the Effective Time. (or b) During the charter documents of CRG’s Subsidiaries)six-year period commencing on the Effective Time, from the Distribution Date through the sixth anniversary of the Distribution Date, CRG shallOnvia agrees that it will, and shall will cause the any of the CRG Group Surviving Corporation to, indemnify and hold harmless, to the same extent such person is entitled to indemnification or to be held harmless each current (by Zanova as of the Distribution Date) date of this Agreement, each present and former officer, director, officer and employee of Zanova and its subsidiaries (the "Indemnified Executives") against any costs or fiduciary of Fiesta Restaurant Group or its Subsidiaries expenses (collectively, the “Indemnified Persons”including attorneys' fees), from and against any and all claimsjudgments, fines, losses, liabilitiesclaims, damages, judgments, inquiries, fines and fees, costs and expenses, including actual attorneys’ fees and disbursements (collectively, “Costs”) liabilities actually incurred or amounts paid in settlement incurred in connection with any Proceedingclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Indemnified Person is matters existing or was an officer, director, employee or fiduciary of CRG or its Subsidiaries occurring at or prior to the Distribution DateEffective Time, whether asserted or claimed prior to, at or after the Distribution DateEffective Time (and Onvia and the Surviving Corporation shall also advance expenses as incurred to such person, to the fullest same extent that CRG would be permitted under applicable Law and required under such person is entitled to the Amended and Restated Certificate advancement of Incorporation such expenses as of CRG or the Amended and Restated Bylaws of CRG (or, as relevant, those of its applicable Subsidiary) as at the date hereof. In of this Agreement, provided the event of any such Proceeding, each Indemnified Person shall be entitled Executive to advancement of whom expenses incurred in the defense of any Proceeding from CRG or its Subsidiaries to the fullest extent that CRG or its Subsidiaries would be permitted under applicable Law and the Amended and Restated Certificate of Incorporation of CRG or the Amended and Restated Bylaws of CRG (or, as relevant, those of its applicable Subsidiary) as at the date hereof. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in Amended and Restated Certificate of Incorporation of CRG or the Amended and Restated Bylaws of CRG (or, as relevant, those of its applicable Subsidiary)), prior to making any payment or advance in respect of the indemnification obligations set forth in this Section 6.11, the Person who is requesting such indemnification or advance shall agree are advanced provides an undertaking to repay such payments or advances if of it is ultimately determined that such Person Indemnified Executive is not entitled to indemnification. Subject to any superior rights contained in the Amended and Restated Certificate of Incorporation of CRG or the Amended and Restated Bylaws of CRG (or, as relevant, those of its applicable Subsidiary), no Indemnified Person shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Person hereunder unless CRG consents in writing to such settlement, compromise or consent (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Except as may be required by applicable Law, CRG and Carrols agree that for a period of six years from the Distribution Date, all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Distribution Date and rights to advancement of expenses relating thereto now existing in favor of any Indemnified Person as provided in the Amended and Restated Certificate of Incorporation of CRG or the Amended and Restated Bylaws of CRG (or, as relevant, those of its applicable Subsidiary) shall survive the Separation and Distribution and continue in full force and effect, and for a period of six years from the Distribution Date shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Person. (c) Prior to the Distribution Date, CRG shall pay for and cause to be obtained, and to be effective at the Distribution Date, one or more prepaid “tail” insurance policies for the Persons who, as of the date hereof, are covered by CRG’s and its Subsidiaries’ existing directors’ and officers’ insurance policies (“D&O Insurance”), with a claims period of at least six years from the Distribution Date with terms and conditions (including scope and coverage amounts) that are, taken as a whole, at least as favorable as CRG’s and its Subsidiaries’ existing D&O Insurance, for claims arising from facts or events that occurred at or prior to the Distribution Date, covering without limitation the transactions contemplated hereby. (d) Notwithstanding anything herein to the contrary, if any Proceeding (whether arising before, at or after the Distribution Date) with respect to which an Indemnified Person is entitled to indemnification is instituted against any Indemnified Person on or prior to the sixth anniversary of the Distribution Date, then the provisions of this Section 6.11 shall continue in effect until the final disposition of such Proceeding. (e) The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Person is entitled, whether pursuant to Law, Contract or otherwise. The provisions of this Section 6.11 shall survive the consummation of the Separation and Distribution and, notwithstanding any other provision of this Agreement that may be to the contrary, expressly are intended to benefit, and shall be enforceable by, each of the Indemnified Persons and their respective heirs and legal representatives. (f) In the event that CRG or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of CRG shall succeed to the obligations set forth in this Section 6.11.

Indemnification of Directors, Officers and Employees. The Chapter shall, to the extent legally permissible and consistent with the Chapter’s tax- exempt status and with the Employee Retirement Income Security Act of 1974, as amended, indemnify each of its present and former directors and officers and any person who serves or has served, at the Chapter's request, as director, trustee, officer or member of another organization or in a capacity with respect to any employee benefit plan (a) Without limiting any additional rights that any officerand the heirs, director or employee may have under the Amended executors, and Restated Certificate of Incorporation of CRG or the Amended and Restated Bylaws of CRG (or the charter documents of CRG’s Subsidiaries), from the Distribution Date through the sixth anniversary administrators of the Distribution Date, CRG shall, previous) (the "Indemnified Person") against all expenses and shall cause liabilities which the any of the CRG Group to, indemnify and hold harmless each current (as of the Distribution Date) and former officer, director, employee or fiduciary of Fiesta Restaurant Group or its Subsidiaries (collectively, the “Indemnified Persons”), from and against any and all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including actual attorneys’ fees and disbursements (collectively, “Costs”) Person has reasonably incurred in connection with or arising out of any Proceedingaction or threatened action, suit or proceeding, whether civil, criminal, administrative or investigativeinvestigatory, arising out of or pertaining to the fact that in which the Indemnified Person is may be involved, directly or was an officerindirectly, directorby reason of serving or having served in a capacity identified above. Such expenses and liabilities shall include, employee or fiduciary of CRG or its Subsidiaries at or prior to the Distribution Date, whether asserted or claimed prior but not be limited to, at or after judgments, fines, penalties, court costs and attorney's fees, and the Distribution Datecost of reasonable settlements. However, no such indemnification shall be made concerning matters as to the fullest extent that CRG would be permitted under applicable Law and required under the Amended and Restated Certificate of Incorporation of CRG or the Amended and Restated Bylaws of CRG (or, as relevant, those of its applicable Subsidiary) as at the date hereof. In the event of any which such Proceeding, each Indemnified Person shall be entitled finally adjudged in any such action, suit, or proceeding not to advancement of expenses incurred have acted in good faith in the defense reasonable belief that his or her action was in the best interests of any Proceeding from CRG the Chapter, or, in the case of a person who serves or its Subsidiaries has served in a capacity with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such plan. If authorized by the Board of Directors, the Chapter may, to the fullest extent that CRG or its Subsidiaries would be permitted under applicable Law legally permissible and consistent with the Amended Chapter’s tax-exempt status and Restated Certificate with the Employee Retirement Income Security Act of Incorporation of CRG or the Amended and Restated Bylaws of CRG (or1974, as relevantamended, those indemnify each of its applicable Subsidiary) as at the date hereof. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in Amended present and Restated Certificate of Incorporation of CRG former employee or the Amended and Restated Bylaws of CRG (or, as relevant, those of its applicable Subsidiary)), prior to making any payment or advance in respect of the indemnification obligations set forth in this Section 6.11, the Person who is requesting such indemnification or advance shall agree to repay such payments or advances if it is ultimately determined that such Person is not entitled to indemnification. Subject to any superior rights contained in the Amended and Restated Certificate of Incorporation of CRG or the Amended and Restated Bylaws of CRG (or, as relevant, those of its applicable Subsidiary), no Indemnified Person shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Person hereunder unless CRG consents in writing to such settlement, compromise or consent (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Except as may be required by applicable Law, CRG and Carrols agree that for a period of six years from the Distribution Date, all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Distribution Date and rights to advancement of expenses relating thereto now existing in favor of any Indemnified Person as provided in the Amended and Restated Certificate of Incorporation of CRG or the Amended and Restated Bylaws of CRG (or, as relevant, those of its applicable Subsidiary) shall survive the Separation and Distribution and continue in full force and effect, and for a period of six years from the Distribution Date shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Person. (c) Prior to the Distribution Date, CRG shall pay for and cause to be obtained, and to be effective at the Distribution Date, one or more prepaid “tail” insurance policies for the Persons who, as of the date hereof, are covered by CRG’s and its Subsidiaries’ existing directors’ and officers’ insurance policies agent (“D&O InsuranceAgent”), defined to include those employees and agents other than Indemnified Persons as specified in the preceding paragraph, against all expenses and liabilities which the Agent has reasonably incurred in connection with or arising out of any action or threatened action, suit or proceeding, whether civil, criminal, administrative or investigatory, in which the Agent may be involved, directly or indirectly, by reason of being or having been an Agent. Such expenses and liabilities may include and are not limited to judgments, fines, penalties, court costs, attorney’s fees, and the cost of reasonable settlements. However, no such indemnification shall be made in relation to matters as to which such Agent shall be finally adjudged in any such action, suit, or proceeding not to have acted in good faith in the reasonable belief that their action was in the best interests of the Chapter, or, in the case of a claims period of at least six years from the Distribution Date with terms and conditions (including scope and coverage amounts) that are, taken as person who serves or has served in a whole, at least as favorable as CRG’s and its Subsidiaries’ existing D&O Insurance, for claims arising from facts or events that occurred at or prior to the Distribution Date, covering without limitation the transactions contemplated hereby. (d) Notwithstanding anything herein to the contrary, if any Proceeding (whether arising before, at or after the Distribution Date) capacity with respect to which an Indemnified Person is entitled to indemnification is instituted against any Indemnified Person on or prior to employee benefit plan, in the sixth anniversary best interests of the Distribution Date, then the provisions participants or beneficiaries of this Section 6.11 shall continue such plan. Indemnification may include payment of reasonable expenses in effect until defending a civil or criminal action or proceeding in advance of the final disposition of such Proceeding.action or proceeding, upon receipt of an undertaking by the Indemnified Person or Agent to repay such payment if the Indemnified Person or Agent shall be adjudicated to be not entitled to indemnification hereunder, which undertaking may be accepted regardless of the financial ability of the Indemnified Person or Agent to make repayment. In the event that a settlement or compromise of such action, suit, or proceeding is effected, indemnification may be had, but only if such settlement or compromise and such indemnification are approved: a. by a majority vote of a quorum consisting of disinterested directors; b. if such a quorum cannot be obtained, then by a majority vote of a committee of the Board of Directors consisting of all the disinterested directors; c. if there are not two or more disinterested directors in office, then by a majority of the directors in office, provided they have obtained a written finding by special independent legal counsel appointed by a majority of the directors to the effect that, based upon a reasonable investigation of the relevant facts as described in such opinion, the person to be indemnified appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Chapter (e) or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan); or d. by a court of competent jurisdiction. The preceding right of indemnification provided for herein shall not be deemed exclusive of any other rights to which an any Indemnified Person is entitled, whether pursuant to Law, Contract or otherwiseAgent may be entitled as a matter of law. The provisions Chapter’s obligation to provide indemnification under these Bylaws shall be offset to the extent of this Section 6.11 shall survive the consummation of the Separation and Distribution and, notwithstanding any other provision source of this Agreement that may be to the contrary, expressly are intended to benefit, and shall be enforceable by, each of the Indemnified Persons and their respective heirs and legal representatives. (f) In the event that CRG indemnification or any of its successors otherwise applicable insurance coverage maintained by the Chapter or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of CRG shall succeed to the obligations set forth in this Section 6.11person.