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

Officers’ and Directors’ Indemnification. (a) In the event any threatened or actual Claim against a director, officer, fiduciary or agent of the Company or its Subsidiaries (the “D&O Indemnified Parties”) is, or is threatened to be, made against a D&O Indemnified Party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he or she is or was a director, officer, fiduciary or agent of the Company or any of its Subsidiaries, or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise or (ii) the negotiation, execution or performance of this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Closing, the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond thereto. It is understood and agreed that, for a period of six (6) years following the Closing, Purchaser and, after the Closing, the Company and its Subsidiaries, shall indemnify and hold harmless, as and to the full extent permitted by the Organizational Documents of the Company and its Subsidiaries as in effect on the date hereof, each D&O Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement in connection with any such Claim, and in the event of any such Claim (whether asserted or arising before or after the Closing), (A) Purchaser and, after the Closing, the Company and its Subsidiaries, shall promptly pay expenses incurred by each D&O Indemnified Party as the same are incurred in advance of the final disposition of any Claim to such D&O Indemnified Party to the extent required by the Organizational Documents of the Company and its Subsidiaries as in effect on the date hereof, (B) the D&O Indemnified Parties may retain counsel satisfactory to them, and Purchaser and, after the Closing, the Company and its Subsidiaries, shall pay all fees and expenses of such counsel for the D&O Indemnified Parties within fifteen (15) days after statements therefor are received, and (C) Purchaser and, after the Closing, the Company and its Subsidiaries, will use their respective reasonable best efforts to assist in the vigorous defense of any such matter; 53 provided, however, that Purchaser and, after the Closing, the Company and its Subsidiaries, shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld). Any D&O Indemnified Party wishing to claim indemnification under this Section 5.7, upon learning of any such Claim, shall notify as promptly as practicable Purchaser and, after the Closing, the Company and its Subsidiaries; provided, however, that the failure to so notify shall not affect the obligations of Purchaser and, after the Closing, the Company and its Subsidiaries, except to the extent such failure to notify materially prejudices such party.

Officers’ and Directors’ Indemnification. The Company shall, and from and after the Effective Time, the Surviving Corporation shall, indemnify, defend and hold harmless the present and former directors, officers, employees and agents of the Company or any Subsidiaries (athe "Indemnified Parties") In against all losses, claims, damages, costs, expenses (including reasonable attorney's fees and expenses), liabilities or judgments or amounts that are paid in settlement with the event approval of the indemnifying party of or in connection with any threatened or actual Claim against claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of or pertaining to the fact that such person is or was a director, officer, fiduciary director or agent officer of the Company or its any of the Subsidiaries (whether pertaining to any matter existing at or prior to the “D&O Indemnified Parties”) isEffective Time and whether asserted or claimed prior to, or is threatened to beat or after, made against a D&O the Effective Time ("Indemnified Party Liabilities"), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he or she is or was a director, officer, fiduciary or agent of the Company or any of its Subsidiaries, or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise or (ii) the negotiation, execution or performance of this Agreement or any of the transactions contemplated hereby, in each case to the fullest extent a corporation may indemnify its own directors or officers, as the case may be, in compliance with applicable law, under the OBCA as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits broader rights than such law permitted prior to such amendment and only to the extent such amendment is not retroactively applicable) . Without limiting the foregoing, in the event any such claim, action, suit, proceeding or investigation is brought against any Indemnified Parties (whether in any case asserted or arising before or after the Closing, the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond thereto. It is understood and agreed that, for a period of six (6) years following the Closing, Purchaser and, after the Closing, the Company and its Subsidiaries, shall indemnify and hold harmless, as and to the full extent permitted by the Organizational Documents of the Company and its Subsidiaries as in effect on the date hereof, each D&O Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement in connection with any such Claim, and in the event of any such Claim (whether asserted or arising before or after the ClosingEffective Time), (A) Purchaser and, after the Closing, the Company and its Subsidiaries, shall promptly pay expenses incurred by each D&O Indemnified Party as the same are incurred in advance of the final disposition of any Claim to such D&O Indemnified Party to the extent required by the Organizational Documents of the Company and its Subsidiaries as in effect on the date hereof, (Bi) the D&O Indemnified Parties may retain counsel satisfactory to themthem and the Surviving Corporation, and Purchaser and, after the Closing, the Company and its Subsidiaries, or the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the D&O Indemnified Parties within fifteen (15) days after promptly as statements therefor are receivedreceived and otherwise advance to such Indemnified Parties upon request reimbursement of reasonable documented expenses incurred, in either case to the fullest extent and in the manner permitted by the OBCA; and (ii) the Company or the Surviving Corporation, and (C) Purchaser and, after the Closing, the Company and its SubsidiariesIndemnified Party, will use their respective all reasonable best efforts to assist in the vigorous defense of any such matter; 53 provided, however, provided that Purchaser and, after the Closing, neither the Company and its Subsidiaries, nor the Surviving Corporation shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld)consent. Any D&O Indemnified Party wishing to claim indemnification under this Section 5.76.16, upon learning of any such Claimclaim, action, suit, proceeding or investigation, shall notify as promptly as practicable Purchaser and, the Company (or after the ClosingEffective Time, the Company and its Subsidiaries; provided, however, that Surviving Corporation) (but the failure to so notify shall not affect the obligations of Purchaser and, after the Closing, the Company and its Subsidiaries, relieve a party from any liability which it may have under this Section 6.16 except to the extent such failure to notify materially prejudices such party). The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. The Company, Buyer and Buyer Subsidiary agree that all rights to indemnification, including provisions relating to advances or expenses incurred in defense of any action or suit, existing in favor of the Indemnified Parties with respect to matters occurring through the Effective Time, shall survive the Merger and shall continue in full force and effect for a period of not less than three years from the Effective Time; provided, however, that all rights to indemnification in respect of any Indemnified Liabilities asserted or made within such period shall continue until the disposition of such Indemnified Liabilities. This Section 6.16 is for the irrevocable benefit of, and to grant third party rights to, the Indemnified Parties and shall be binding on all successors and assigns of Buyer, Buyer Subsidiary, the Company and the Surviving Corporation. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 6.16.

Officers’ and Directors’ Indemnification. (a) In HLLS, and MKSR shall, and from and after the event Closing, indemnify, defend and hold harmless the present and former directors, officers, employees and agents of HLLS and its subsidiaries (each, an "Indemnified party") against all losses, claims, damages, costs, expenses (including reasonable attorneys' fees and expenses), liabilities, judgments or amounts that are paid in settlement with the approval of HLLS, as the case may be (the "Indemnifying party") of, or in connection with, any threatened or actual Claim against a directorclaim, officeraction, fiduciary suit, proceeding or agent of the Company or its Subsidiaries (the “D&O Indemnified Parties”) is, or is threatened to be, made against a D&O Indemnified Party investigation based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) to, the fact that he or she such person is or was a director, officer, fiduciary director or agent officer of the Company HLLS or any of its Subsidiariessubsidiaries, whether pertaining to any matter existing at or prior to the Closing and whether asserted or claimed prior to, at the time of, or is after, the Closing ("Indemnified Liabilities"), including all Indemnified Liabilities based in whole or was serving at the request of the Company in part on, or any of its Subsidiaries as a directorarising in whole or in part out of, officeror pertaining to, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise or (ii) the negotiation, execution or performance of this Agreement or any of the transactions contemplated hereby, whether in each case to the fullest extent a corporation is permitted under the laws of Delaware as the same exists or may hereafter be amended (but, in the case of any case asserted such amendment, only to the extent that such amendment permits broader rights than such law permitted prior to such amendment, and only to the extent such amendment is not retroactively applicable) to indemnify its own directors or arising before or after the Closing, the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond thereto. It is understood and agreed that, for a period of six (6) years following the Closing, Purchaser and, after the Closing, the Company and its Subsidiaries, shall indemnify and hold harmlessofficers, as and to the full extent permitted by case may be. Without limiting the Organizational Documents of the Company and its Subsidiaries as in effect on the date hereofforegoing, each D&O Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement in connection with any such Claim, and in the event of any such Claim claim, action, suit, proceeding or investigation is brought against any Indemnified party (whether asserted or arising before or after the Closing), (A) Purchaser and, after the Closing, the Company and its Subsidiaries, shall promptly pay expenses incurred by each D&O Indemnified Party as the same are incurred in advance of the final disposition of any Claim to such D&O Indemnified Party to the extent required by the Organizational Documents of the Company and its Subsidiaries as in effect on the date hereof, (Bi) the D&O Indemnified Parties party may retain counsel satisfactory to themit and HLLS, and Purchaser and, after the Closing, the Company HLLS and its Subsidiaries, MKSR shall pay all fees and expenses of such counsel for the D&O Indemnified Parties within fifteen (15) days after party promptly as statements therefor are receivedreceived and otherwise advanced to such Indemnified party upon request for reimbursement of documented expenses incurred, in either case to the fullest extent and in the manner permitted by the corporation law of Delaware; and (Cii) Purchaser and, after the Closing, the Company and its Subsidiaries, HLLS or MKSR will use their respective all reasonable best efforts to assist in the vigorous defense of any such matter; 53 provided, however, provided that Purchaser and, after the Closing, the Company and its Subsidiaries, neither HLLS nor MKSR shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld)consent. Any D&O Indemnified Party party wishing to claim indemnification under this Section 5.7, upon learning of any such Claimclaim, action, suit, proceeding or investigation, shall notify as promptly as practicable Purchaser andHLLS or MKSR (but the failure so to notify shall not relieve such Indemnifying party from any liability which it may have under this Section except to the extent such failure materially prejudices such Indemnifying party), after and shall to the extent required by the laws of the state of Delaware deliver to HLLS or MKSR any undertaking contemplated by Delaware law. HLLS and MKSR agree that all rights to indemnification, including provisions relating to advances or expenses incurred in defense of any action or suit, existing in favor of the Indemnified parties with respect to matters occurring through the Closing, shall survive the Company Closing and its Subsidiariesshall continue in full force and effect for a period of not less than six years from the Closing; provided, however, that all rights to indemnification in respect of any Indemnified Liabilities asserted or made within such period shall continue until the failure disposition of such Indemnified Liabilities. This Section is intended for the irrevocable benefit of, and to so notify shall not affect the obligations of Purchaser and, after the Closinggrant third party rights to, the Company Indemnified parties and its Subsidiariesshall be binding on all successors and assigns of HLLS, except and MKSR. Each of the Indemnified parties shall be entitled to enforce the extent such failure to notify materially prejudices such partycovenants contained in this Section.

Officers’ and Directors’ Indemnification. (a) In Subject to the last sentence of this Section 6.2(a) and the limitations and restrictions set forth herein, in the event of any threatened or actual Claim against claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any Person who is now, or has been at any time prior to the Closing Date, a director, officer, fiduciary director or agent officer of the any Target Company or its Subsidiaries (the “D&O Indemnified PartiesConstituents”) is, or is threatened to be, made against a D&O Indemnified Party party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) to, the fact that he or she is or was a director, officer, fiduciary director or agent officer of the Company or any of its Subsidiaries, or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise or (ii) the negotiation, execution or performance of this Agreement or any of the transactions contemplated herebysuch Target Company, whether in any case asserted or arising before or after the ClosingClosing Date, the parties hereto agree to cooperate and use their commercially reasonable best efforts to defend against any such claim, action, suit, proceeding or investigation and respond theretothereto to the extent such Indemnified Constituent is entitled to such defense pursuant to the Organizational Documents of the applicable Target Company as in effect on the date of this Agreement. It is understood and agreed that, for a period of six that (6i) years following the Closing, Purchaser and, after the Closing, the each Target Company and its Subsidiaries, shall indemnify and hold harmless, as and to the full extent permitted by the Organizational Documents of the Company and its Subsidiaries as in effect on the date hereofapplicable Law, each D&O Indemnified Party Constituent against any losses, claims, damages, liabilitiesLiabilities, costs, expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement settlement, in each case, arising out of or incurred in connection with any such Claimthreatened or actual claim, and in the event of any such Claim action, suit, demand, proceeding or investigation (whether asserted or arising before or after the ClosingClosing Date), (Aii) Purchaser and, after the Closing, the such Target Company and its Subsidiaries, shall promptly pay expenses incurred by each D&O Indemnified Party Constituent as the same are incurred in advance of the final disposition of any Claim claim, suit, proceeding or investigation to such D&O Indemnified Party to the extent required by the Organizational Documents of the Company and its Subsidiaries as in effect on the date hereofConstituent, (Biii) the D&O Indemnified Parties Constituents may retain counsel satisfactory to them, and Purchaser and, after the Closing, the such Target Company and its Subsidiaries, shall pay all fees and expenses of such counsel for the D&O Indemnified Parties Constituents within fifteen (15) days after statements therefor are received, and (Civ) Purchaser and, after the Closing, the such Target Company and its Subsidiaries, will use their respective commercially reasonable best efforts to assist in the vigorous defense of any such matter, in each case, to the extent such Indemnified Constituent is entitled to such right pursuant to the Organizational Documents of the applicable Target Company as in effect on the date of this Agreement; 53 provided, however, that Purchaser and, after the Closing, the such Target Company and its Subsidiaries, shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and provided further that such Target Company shall have no obligation hereunder to any Indemnified Constituent when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification of such Indemnified Constituent in the manner contemplated hereby is prohibited by applicable Law. Any D&O Indemnified Party Constituent wishing to claim indemnification under this Section 5.76.2, upon learning of any such Claimclaim, action, suit, proceeding or investigation, shall notify as promptly as practicable Purchaser and, after the Closing, the relevant Target Company and its Subsidiariesthereof; provided, however, that the failure to so notify shall not affect the obligations of Purchaser and, after the Closing, the such Target Company and its Subsidiaries, except to the extent such failure to notify materially prejudices such party.. (b) Subject to the limitations and restrictions set forth herein, the Buyer agrees to maintain for a period of six (6) years from the Closing Date all rights to indemnification or exculpation existing

Officers’ and Directors’ Indemnification. (a) In Parent and MergerCo agree that all rights to indemnification or exculpation existing in favor of, and all limitations on the event personal liability of, each present and former director and officer of the Company and its Subsidiaries provided for in their respective charters or bylaws as of the date hereof shall continue in full force and effect indefinitely; provided, however, that any threatened such provision may be amended, repealed or actual Claim against a directormodified as it applies to officers, officerdirectors or managers of the Company and its Subsidiaries who were not officers, fiduciary directors or agent managers of the Company or its Subsidiaries prior to the Closing and provided, further, that all rights to indemnification in respect of any claims (each a “Claim”) asserted or made within such period shall continue until the disposition of such Claim. From and after the Effective Time, each of the Surviving Corporation and its Subsidiaries will, to the fullest extent permitted by applicable law, indemnify and hold harmless, to the extent provided in its charter and bylaws as in effect on the date of this Agreement, each of its present and former directors and officers (collectively, the “D&O Indemnified Parties”) is, against any claims arising from or is threatened related to be, made against such D&O Indemnified Party’s services as a director or officer of such entity or services performed by such D&O Indemnified Party based at the request of such entity at or before the Effective Time. Without limiting the general indemnification rights of the D&O Indemnified Parties under this Section 8.5, from and after the Effective Time, the Surviving Corporation will, to the fullest extent permitted by applicable law, indemnify and hold harmless, to the extent provided in whole any written indemnification agreement between the Company and any D&O Indemnified Party that is disclosed on Schedule 4.12 in response to Section 4.12(a)(xi), such D&O Indemnified Party against any claims arising from or in part on, related to such D&O Indemnified Party’s services as a director or arising in whole or in part out of, or pertaining to (i) the fact that he or she is or was a director, officer, fiduciary or agent officer of the Company or any of its Subsidiaries, Subsidiary or is or was serving services performed by such D&O Indemnified Party at the request of the Company at or before the Effective Time. The obligations under this Section 8.5 shall not be terminated or modified in such a manner as to adversely affect any of its Subsidiaries as a director, officer, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise or (ii) the negotiation, execution or performance of this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Closing, the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond thereto. It is understood and agreed that, for a period of six (6) years following the Closing, Purchaser and, after the Closing, the Company and its Subsidiaries, shall indemnify and hold harmless, as and to the full extent permitted by the Organizational Documents of the Company and its Subsidiaries as in effect on the date hereof, each D&O Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement in connection with any without the consent of such Claim, and in the event of any such Claim (whether asserted or arising before or after the Closing), (A) Purchaser and, after the Closing, the Company and its Subsidiaries, shall promptly pay expenses incurred by each affected D&O Indemnified Party as the same are incurred in advance of the final disposition of any Claim to such D&O Indemnified Party to the extent required by the Organizational Documents of the Company and its Subsidiaries as in effect on the date hereof, (B) the D&O Indemnified Parties may retain counsel satisfactory to them, and Purchaser and, after the Closing, the Company and its Subsidiaries, shall pay all fees and expenses of such counsel for the D&O Indemnified Parties within fifteen (15) days after statements therefor are received, and (C) Purchaser and, after the Closing, the Company and its Subsidiaries, will use their respective reasonable best efforts to assist in the vigorous defense of any such matter; 53 provided, however, that Purchaser and, after the Closing, the Company and its Subsidiaries, shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld). Any D&O Indemnified Party wishing to claim indemnification under this Section 5.7, upon learning of any such Claim, shall notify as promptly as practicable Purchaser and, after the Closing, the Company and its Subsidiaries; provided, however, that the failure to so notify shall not affect the obligations of Purchaser and, after the Closing, the Company and its Subsidiaries, except to the extent such failure to notify materially prejudices such partyParty.