Common use of Managers’, Directors’ and Officers’ Indemnification Clause in Contracts

Managers’, Directors’ and Officers’ Indemnification. From and after the Closing Date, the Company shall, to the maximum extent permissible under then applicable Law in effect at the time, indemnify past and present members, managers, officers, directors and employees of the Company (in all of their capacities) (the “Covered Parties”) to the same extent required by the certificate of formation and the limited liability company agreement of the Company as is in effect on the Execution Date and delivered to HSE. It is expressly agreed that the Covered Parties shall be third party beneficiaries of this Section 5.17. In the event any claim or claims are asserted or made pursuant to the indemnification rights set forth in this Section 5.17, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. Any determination required to be made with respect to whether a Covered Party’s conduct complies with the applicable standard of conduct which governs the availability of such indemnification shall be made by independent legal counsel mutually approved by the Covered Party and HSE, such approval to not be unreasonably withheld or delayed.

Managers’, Directors’ and Officers’ Indemnification. From and after the Closing Date, the each Company shall, to the maximum extent permissible under then applicable Law in effect at the time, indemnify past and present members, managers, officers, directors and employees of the such Company (in all of their capacities) (the “Covered Parties”) to the same extent required by the certificate of formation and the limited liability company agreement of the such Company as is in effect on the Execution Date and delivered to HSE. It is expressly agreed that the Covered Parties shall be third party beneficiaries of this Section 5.17. In the event any claim or claims are asserted or made pursuant to the indemnification rights set forth in this Section 5.17, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. Any determination required to be made with respect to whether a Covered Party’s conduct complies with the applicable standard of conduct which governs the availability of such indemnification shall be made by independent legal counsel mutually approved by the Covered Party and HSE, such approval to not be unreasonably withheld or delayed.