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

Indemnification; Officers' and Directors' Insurance. (a) From and after the Closing, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify and hold harmless each former director and officer of the Company (the "Company Indemnified Parties"), against any and --------------------------- all demands, claims, complaints, actions, or causes of action, suits, proceedings, investigations, arbitrations, assessments, losses, fees, damages, liabilities, obligations (including those arising out of any action such as a settlement or compromise thereof or judgement or award therein) and any out-of- pocket costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements incurred or suffered by any of the Company Indemnified Parties in connection with any Liabilities or any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company would have been permitted under the Company Articles of Incorporation and Company Bylaws, in each case as in effect on the date hereof, to indemnify such Company Indemnified Parties, and (ii) advance reasonable expenses as incurred by any Company Indemnified Party in connection with any matters for which such Company Indemnified Party is entitled to indemnification from Parent and the Surviving Corporation pursuant to this Section 6.9(a) to the -------------- fullest extent permitted under the Company Articles of Incorporation and Company Bylaws.

Indemnification; Officers' and Directors' Insurance. (a) From and after the ClosingEffective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify and hold harmless each present and former director and officer of the Company and each present and former director and officer of each Company Subsidiary (the "Company Indemnified PartiesCOMPANY INDEMNIFIED PARTIES"), against any and --------------------------- all demands, claims, complaints, actions, or causes of action, suits, proceedings, investigations, arbitrations, assessments, losses, fees, damages, liabilities, obligations (including those arising out of any action such as a settlement or compromise thereof or judgement or award therein) and any out-of- pocket costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements Losses incurred or suffered by any of the Company Indemnified Parties in connection with any Liabilities or any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the ClosingEffective Time, whether asserted or claimed prior to, at or after the ClosingEffective Time, to the fullest extent that the Company or any Company Subsidiary would have been permitted under applicable Law and under the Company Articles Certificate of Incorporation and Company Bylaws, or other organizational documents of any Company Subsidiary, in each case as in effect on the date hereof, to indemnify such Company Indemnified Parties, and (ii) advance reasonable expenses as incurred by any Company Indemnified Party in connection with any matters for which such Company Indemnified Party is entitled to indemnification from Parent and the Surviving Corporation pursuant to this Section 6.9(aSECTION 6.7(a) to the -------------- fullest extent permitted under applicable Law and under the Company Articles Certificate of Incorporation and Company Bylaws, or other organizational documents of any Company Subsidiary; provided, however, the Company Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Company Indemnified Party is not entitled to indemnification under applicable Law, the Company Certificate of Incorporation and Company Bylaws, or other organizational documents of any Company Subsidiary, or pursuant to this SECTION 6.7(a). Notwithstanding anything to the contrary in this SECTION 6.7, neither Parent nor the Surviving Corporation shall have any obligation to indemnify or advance expenses on behalf of any Company Indemnified Party in connection with any matter (y) the existence of which constitutes a breach of any provision of this Agreement or any Exhibit to this Agreement or (z) arising from or out of a breach of any provision of this Agreement or any Exhibit to this Agreement by the Company, other than to indemnify or advance expenses with respect to a claim that the Company Indemnified Party has successfully defended or to the extent paid by the insurer.

Indemnification; Officers' and Directors' Insurance. (a) From and after the ClosingEffective Time, Parent shall, and shall cause the Surviving Corporation to, to (i) indemnify and hold harmless each present and former director and officer of the Company (the "Company Indemnified Parties"), against any and --------------------------- all demands, claims, complaints, actions, or causes of action, suits, proceedings, investigations, arbitrations, assessments, losses, fees, damages, liabilities, obligations (including those arising out of any action such as a settlement or compromise thereof or judgement or award therein) and any out-of- pocket costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements Losses incurred or suffered by any of the Company Indemnified Parties in connection with any Liabilities or any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company would have been permitted under the Company Articles of Incorporation and Company Bylaws, in each case Bylaws as in effect on the date hereofof this Agreement, to indemnify such Company Indemnified Parties, and (ii) advance reasonable expenses as incurred by any Company Indemnified Party in connection with any matters for which such Company Indemnified Party is entitled to indemnification from Parent and the Surviving Corporation pursuant to this Section 6.9(a7.8(a) to the -------------- fullest extent permitted under the Company Articles of Incorporation and Company Bylaws; provided, however, the Company Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Company Indemnified Party is not entitled to indemnification under the Company Articles of Incorporation and Company Bylaws, or pursuant to this Section 7.8(a).

Indemnification; Officers' and Directors' Insurance. (a) From and after the Closing, Parent the Purchaser shall, and shall cause the Surviving Corporation Company to, (i) indemnify and hold harmless each present and former director and officer of the Company and each present and former Company Subsidiary (the "Company Indemnified Parties"), against any and --------------------------- all demands, claims, complaints, actions, or causes of action, suits, proceedings, investigations, arbitrations, assessments, losses, fees, damages, liabilities, obligations (including those arising out of any action such as a settlement or compromise thereof or judgement or award therein) and any out-of- pocket costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements Losses incurred or suffered by any of the Company Indemnified Parties in connection with any Liabilities or any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company or any Company Subsidiary would have been permitted under the Company Articles Certificate of Incorporation and Company Bylaws, or other organizational documents of any Company Subsidiary, in each case as in effect on the date hereof, to indemnify such Company Indemnified Parties, and (ii) advance reasonable expenses as incurred by any Company Indemnified Party in connection with any matters for which such Company Indemnified Party is entitled to indemnification from Parent and the Surviving Corporation Purchaser pursuant to this Section 6.9(a6.8(a) to the -------------- fullest extent permitted under the Company Articles Certificate of Incorporation and Company Bylaws, or other organizational documents of any Company Subsidiary; provided, however, the Company Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Company Indemnified Party is not entitled to indemnification under the Company Certificate of Incorporation and Company Bylaws, or other organizational documents of any Company Subsidiary, or pursuant to this Section 6.8(a). The foregoing indemnification shall not entitle any Company Indemnified Party to seek indemnification for any amount for which such person is obligated to provide indemnification pursuant to Section 9.2. The Company will not amend the provisions of the Company's Certificate of Incorporation or Bylaws relating to elimination of liability of directors and indemnification of officers, directors, employees and other persons in a way that would adversely affect such officers, directors, employees and other persons.