Common use of POST-CLOSING INDEMNIFICATION OF CERTAIN PERSONS Clause in Contracts

POST-CLOSING INDEMNIFICATION OF CERTAIN PERSONS. (a) From and after the Closing, ADLT shall, and shall cause DSI to, indemnify, defend and hold harmless the present and former officers, directors, employees, agents and representatives of DSI (collectively, the "Indemnified Parties") against all losses, expenses, claims, damages or liabilities arising out of actions or omissions occurring at or prior to the Closing (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under the California General Corporation Law (the "California Law") or other applicable state law (and shall also advance reasonable expenses as incurred to the fullest extent permitted under the California Law or other applicable state law, provided that the persons to whom expenses are advanced provide an undertaking to repay such advances contemplated by the California Law). ADLT agrees that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any claim, action, suit, proceeding or investigation (a "Claim") existing in favor of the Indemnified Parties as provided in DSI's Articles of Incorporation or By-Laws or other agreement or provisions, as in effect as of the date hereof, with respect to matters occurring through the Closing, shall survive the Closing and shall continue in full force and effect. (b) Without limiting the foregoing, in the event any Claim is brought against any Indemnified Party (whether arising before or after the Closing) after the Closing (i) the Indemnified Parties may retain counsel satisfactory to them (subject to approval by ADLT and DSI, which approval will not be unreasonably withheld or delayed), (ii) ADLT and DSI shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received subject to the ability of ADLT and DSI to receive such information relative to the legal services provided as is customarily provided and reasonably requested by ADLT and DSI, and (iii) ADLT and DSI will use all reasonable efforts to assist in the vigorous defense of any such

POST-CLOSING INDEMNIFICATION OF CERTAIN PERSONS. (a) From and after the Closing, ADLT shall, and shall cause DSI RLI to, indemnify, defend and hold harmless the present and former officers, directors, employees, agents and representatives of DSI RLI (collectively, the "Indemnified Parties") against all losses, expenses, claims, damages or liabilities arising out of actions or omissions occurring at or prior to the Closing (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted or required under the California General Wisconsin Business Corporation Law (the "California Wisconsin Law") or other applicable state law (and shall also advance reasonable expenses as incurred to the fullest extent permitted under the California Wisconsin Law or other applicable state law, provided that the persons to whom expenses are advanced provide an undertaking to repay such advances contemplated by the California Wisconsin Law). ADLT agrees that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any claim, action, suit, proceeding or investigation (a "Claim") existing in favor of the Indemnified Parties as provided in DSIRLI's Articles of Incorporation or By-Laws or other agreement or provisions, as in effect as of the date hereof, with respect to matters occurring through the Closing, shall survive the Closing and shall continue in full force and effect. (b) Without limiting the foregoing, in the event any Claim is brought against any Indemnified Party (whether arising before or after the Closing) after the Closing (i) the Indemnified Parties may retain counsel satisfactory to them (subject to approval by ADLT and DSIRLI, which approval will not be unreasonably withheld or delayed), (ii) ADLT and DSI RLI shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received subject to the ability of ADLT and DSI RLI to receive such information relative to the legal services provided as is customarily provided and reasonably requested by ADLT and DSIRLI, and (iii) ADLT and DSI RLI will use all reasonable efforts to assist in the vigorous defense of any suchsuch matter, provided that neither ADLT nor RLI shall be liable for any settlement of any Claim effected without its written consent, which consent, however, shall not be unreasonably withheld or delayed. Any Indemnified Party wishing to claim indemnification under this Section 6.12, upon learning of any such Claim, shall notify ADLT (but the failure so to notify ADLT shall not relieve it from any liability which it may have under this Section 6.12 except to the extent such failure materially prejudices ADLT). The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, as evidenced by the written opinion of counsel reasonably acceptable to ADLT and RLI, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. (c) This section 6.12 is intended to benefit the Indemnified Parties and shall be binding on all successors and assigns of ADLT and RLI.