Common use of Rights to Indemnification Clause in Contracts

Rights to Indemnification. (a) To the full extent permitted by law, the Corporation shall indemnify and hold harmless its Directors, officers, Stockholders, the Affiliates of its Stockholders and the Representatives of each of the foregoing (collectively, the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, compromises and settlements, as fines and penalties and legal or other costs and expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by any Indemnitee and arise out of or in connection with the business of the Corporation or the performance by such Indemnitee of any of his or its responsibilities under Agreement, other than with respect to any actions or claims brought by or in the right of the Corporation or any of its subsidiaries. The rights created by this Exhibit C (but only with respect to actions, events and circumstances occurring during an Indemnitee’ s tenure as a Director or Stockholder or the tenure of the Director or Stockholder of which the Indemnitee is an Affiliate or Representative) shall continue as to an Indemnitee who (or the Director or Stockholder of which the Indemnitee is an Affiliate or Representative) has ceased to be a Director or Stockholder and shall inure to the benefit of such Indemnitee’ s heirs, executors, administrators, legal representatives, successors and assigns. (b) Without limiting any other provisions of the Agreement or this Exhibit C, the Corporation shall pay or reimburse, and indemnify and hold harmless each Indemnitee against, expenses reasonably incurred by such Person in connection with his appearances as a witness or other participation in a Proceeding involving or affecting the Corporation at a time when the Indemnitee is not a named defendant or respondent in the Proceeding. For the purposes of this Exhibit C, a “Proceeding” shall mean any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding. (c) Notwithstanding any other provision of the Agreement or this Exhibit C, any indemnification hereunder shall be provided out of and to the extent of Corporation assets only, and no Stockholder shall have personal liability on account thereof. (d) Notwithstanding any other provision of the Agreement or this Exhibit C, no indemnification shall be provided hereunder with respect to any actions or omissions of any Indemnitee that constitute criminal activity, willful misconduct, gross negligence, fraud, or a knowing violation or breach of the Agreement or this Exhibit C. (e) The indemnification provided in this Exhibit C is solely for the benefit of Indemnitees and shall not give rise to any right to indemnification in favor of any other persons.

Rights to Indemnification. (ai) To In consideration of each Buyer’s execution and delivery of this Agreement and the full extent permitted other Transaction Documents to be executed by lawsuch Buyer and acquiring the Securities hereunder and thereunder and in addition to all of the Company’s and the Subsidiaries’ other obligations under the Transaction Documents, the Corporation Company shall defend, protect, indemnify and hold harmless its Directorssuch Buyer and each other holder of the Securities and all of their shareholders, partners, officers, Stockholdersdirectors, the Affiliates of its Stockholders members, managers, employees and the Representatives of each direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including those retained in connection with the Transactions) (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, liabilities, damages, losses, costs costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitees is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitees as a result of, or arising out of, or relating to (A) any misrepresentation or breach of any representation or warranty made by the Company or any of the Subsidiaries in any of the Transaction Documents, (B) any breach of any covenant, agreement or obligation of the Company or any of the Subsidiaries contained in the Transaction Documents, or (C) any cause of action, suit or claim brought or made against such Indemnitees and arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents in accordance with the terms thereof (other than a cause of action, suit or claim brought or made against an Indemnitee by such Indemnitee’s owners, investors or Affiliates). To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall, subject to Section 13(b), make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. (ii) Promptly after receipt by the Indemnitee under this Section 13 of notice of the commencement of any action or proceeding (including amounts paid by any Governmental Entity) involving any Indemnified Liabilities, such Indemnitee shall, if a claim in satisfaction respect thereof is to be made against the Company under this Section 13, deliver to the Company a written notice of judgmentsthe commencement thereof, compromises and settlementsthe Company shall have the right to participate in, as fines and, to the extent the Company so desires, to assume control of the defense thereof with counsel mutually satisfactory to the Company and penalties and legal the Indemnitee. In any action or other costs proceeding under this Section 13, any Indemnitee may retain its own counsel, but the fees and expenses of investigating that counsel will be at the expense of that Indemnitee, unless (A) the Company and the Indemnitee shall have mutually agreed to the retention of that counsel, (B) the Company does not assume the defense of such proceeding in a timely manner, or defending against any claim or alleged claim(C) in the reasonable opinion of any nature whatsoevercounsel retained by the Indemnitee, known or unknown, liquidated or unliquidated, that are incurred the representation by any such counsel for the Indemnitee and arise out the Company would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceeding. If the Indemnitee is entitled to retain its own counsel at the expense of the Company as provided in the preceding sentence, the Company shall pay the reasonable fees for only one separate legal counsel (plus local counsel, if necessary) for the Indemnitees, and such legal counsel shall be selected by a Majority of the Buyers, subject to the Company’s approval (which shall not be unreasonably withheld, delayed or conditioned). The Indemnitee shall cooperate with the Company in connection with any negotiation or defense of any such Indemnified Liabilities by the business Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such Indemnified Liabilities. The Company shall keep the Indemnitee fully apprised at all times as to the status of the Corporation defense or the performance by such Indemnitee any settlement negotiations with respect thereto. The Company shall not be liable for indemnification hereunder as to any settlement of any action, claim or proceeding effected without its prior written consent; provided, however, that the Company shall not unreasonably withhold, delay or condition its consent. The Company shall not, without the prior written consent of his the Indemnitee, which consent shall not be unreasonably withheld, delayed or its responsibilities under Agreementconditioned, consent to entry of any judgment or enter into any settlement or other than compromise with respect to any actions pending or claims brought by threatened action or claim in the right of the Corporation or any of its subsidiaries. The rights created by this Exhibit C (but only with respect to actions, events and circumstances occurring during an Indemnitee’ s tenure as a Director or Stockholder or the tenure of the Director or Stockholder of which indemnification or contribution may be or has been sought hereunder (whether or not the Indemnitee is an Affiliate actual or Representativepotential party to such action or claim) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liability in respect to such claim or litigation and such settlement shall continue not include any admission as to an Indemnitee who (or fault on the Director or Stockholder part of which the Indemnitee. Following indemnification as provided for hereunder, the Company shall be subrogated to all rights of the Indemnitee is an Affiliate with respect to all third parties, firms or Representative) has ceased to be a Director or Stockholder and shall inure corporations relating to the benefit matter for which indemnification has been made. The failure to deliver written notice to the Company within a reasonable time of the commencement of any such Indemnitee’ s heirsaction shall not relieve the Company of any liability to the Indemnitee under this Section 13, executors, administrators, legal representatives, successors and assignsexcept to the extent that the Company is prejudiced in its ability to defend such action. (biii) Without limiting Notwithstanding anything to the contrary, each Buyer hereby agrees that any other provisions claim for indemnification pursuant to this Section 13 may only be made if such claim has been authorized and approved in writing by a Majority of the Agreement or this Exhibit C, the Corporation shall pay or reimburse, and indemnify and hold harmless each Indemnitee against, expenses reasonably incurred by such Person in connection with his appearances as a witness or other participation in a Proceeding involving or affecting the Corporation at a time when the Indemnitee is not a named defendant or respondent in the Proceeding. For the purposes of this Exhibit C, a “Proceeding” shall mean any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceedingBuyers, and any inquiry or investigation that could lead to action taken in furtherance of any such an action, suit or proceeding. (c) Notwithstanding any other provision claim shall require the authorization and approval of a Majority of the Agreement or this Exhibit C, any indemnification hereunder shall be provided out of and to the extent of Corporation assets only, and no Stockholder shall have personal liability on account thereof. (d) Notwithstanding any other provision of the Agreement or this Exhibit C, no indemnification shall be provided hereunder Buyers. Any action taken with respect to any actions claim for indemnification pursuant to this Section 13 by or omissions on behalf of any Indemnitee that constitute criminal activity, willful misconduct, gross negligence, fraud, without the authorization and approval contemplated herein shall be void and of no force or a knowing violation or breach of the Agreement or this Exhibit C.effect. (eiv) The indemnification provided required by this Section 13 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Liabilities are incurred. (v) Each of the Buyers acknowledges and agrees that, after the Closing, in the absence of fraud by the Company, any of the Subsidiaries or any of their respective Affiliates or representatives, the indemnity agreements contained in this Exhibit C is solely Section 13, together with any remedies that may be available pursuant to Section 14(n) hereof, shall be the sole and exclusive remedies for the benefit Buyers for (A) any cause of Indemnitees action or similar right of the Indemnitee against the Company or others, and (B) any liabilities the Company may be subject to pursuant to Laws, in any event, arising from, or otherwise related to, the Transactions. For purposes of clarification, nothing set forth in this Section 13(a)(v) shall not give rise serve to any right to indemnification in favor limit the rights of any other personsBuyer under Sections 12(f) or 14(m) hereof.

Rights to Indemnification. (ai) To the full extent permitted by law, the Corporation shall LLC may indemnify and hold save harmless its DirectorsManagers, Members (in their respective capacities as Managers and Members), Affiliates of its Members and the employees, members, partners, shareholders, directors, officers, Stockholderstrustees, the Affiliates of its Stockholders employees and the Representatives agents of each of the foregoing (the “Representatives”) (collectively, the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, compromises and settlements, as fines and penalties and legal or other costs and expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by any Indemnitee and arise out of or in connection with the business of the Corporation LLC or the performance by such Indemnitee of any of his or its responsibilities under the Agreement, other than with respect to any actions or claims brought by or in the right of the Corporation LLC or any of its subsidiariesSubsidiaries. The rights created by this Exhibit C Section 5.3 (but only with respect to actions, events and circumstances occurring during an Indemnitee’ s ’s tenure as a Director Manager or Stockholder Member or the tenure of the Director Manager or Stockholder Member of which the Indemnitee is an Affiliate or a Representative) shall continue as to an Indemnitee who (or the Director Member or Stockholder Manager of which the Indemnitee is an Affiliate or a Representative) has ceased to be a Director Manager or Stockholder Member and shall inure to the benefit of such Indemnitee’ s ’s heirs, executors, administrators, legal representatives, successors and assigns. (bii) Without limiting any other provisions of the Agreement or this Exhibit CSection 5.3, the Corporation shall pay or reimburse, and LLC may indemnify and hold harmless each Indemnitee against, against expenses reasonably incurred by such Person in connection with his appearances as a witness or other participation in a Proceeding involving or affecting the Corporation LLC at a time when the Indemnitee is not a named defendant or respondent in the Proceeding. For the purposes of this Exhibit CSection 5.3, a “Proceeding” shall mean any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding. (c) Notwithstanding any other provision of the Agreement or this Exhibit C, any indemnification hereunder shall be provided out of and to the extent of Corporation assets only, and no Stockholder shall have personal liability on account thereof. (d) Notwithstanding any other provision of the Agreement or this Exhibit C, no indemnification shall be provided hereunder with respect to any actions or omissions of any Indemnitee that constitute criminal activity, willful misconduct, gross negligence, fraud, or a knowing violation or breach of the Agreement or this Exhibit C. (e) The indemnification provided in this Exhibit C is solely for the benefit of Indemnitees and shall not give rise to any right to indemnification in favor of any other persons.

Rights to Indemnification. (a) To the full extent permitted by law, the Corporation shall indemnify and hold harmless its Directors, officers, Stockholders, the Affiliates of its Stockholders and the Representatives of each of the foregoing (collectively, the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, compromises and settlements, as fines and penalties and legal Each person who is or other costs and expenses of investigating was a party or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by any Indemnitee and arise out of or in connection with the business of the Corporation or the performance by such Indemnitee of any of his or its responsibilities under Agreement, other than with respect to any actions or claims brought by or in the right of the Corporation or any of its subsidiaries. The rights created by this Exhibit C (but only with respect to actions, events and circumstances occurring during an Indemnitee’ s tenure as a Director or Stockholder or the tenure of the Director or Stockholder of which the Indemnitee is an Affiliate or Representative) shall continue as to an Indemnitee who (or the Director or Stockholder of which the Indemnitee is an Affiliate or Representative) has ceased threatened to be made a Director party to or Stockholder and shall inure to the benefit of such Indemnitee’ s heirs, executors, administrators, legal representatives, successors and assigns. (b) Without limiting any other provisions of the Agreement or this Exhibit C, the Corporation shall pay or reimburse, and indemnify and hold harmless each Indemnitee against, expenses reasonably incurred by such Person is otherwise involved in connection with his appearances as a witness or other participation in a Proceeding involving or affecting the Corporation at a time when the Indemnitee is not a named defendant or respondent in the Proceeding. For the purposes of this Exhibit C, a “Proceeding” shall mean any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrativeadministrative or investigative (a “Proceeding”), arbitrative by reason of the fact that the person is or investigativewas a director or an officer of the Corporation, any appeal or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in such an actionofficial capacity as a director, suit officer, employee or proceeding, and any inquiry agent or investigation that could lead to such an action, suit or proceeding. (c) Notwithstanding in any other provision capacity while serving as a director, officer, employee or agent, will be indemnified and held harmless by the Corporation to the fullest extent permitted or required by the BCA, as the same exists or may hereafter be amended (but, in the case of the Agreement or this Exhibit Cany such amendment, any indemnification hereunder shall be provided out of and only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of Corporation assets only, and no Stockholder shall have personal liability on account thereof. (d) Notwithstanding any other provision of the Agreement or this Exhibit C, no indemnification shall be provided hereunder Article Nine with respect to Proceedings to enforce rights to indemnification, the Corporation will indemnify any actions such Indemnitee in connection with a Proceeding (or omissions part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board of any Indemnitee that constitute criminal activity, willful misconduct, gross negligence, fraud, or a knowing violation or breach of the Agreement or this Exhibit C. (e) The indemnification provided in this Exhibit C is solely for the benefit of Indemnitees and shall not give rise to any right to indemnification in favor of any other personsDirectors.

Rights to Indemnification. (ai) To the full extent permitted by law, the Corporation LLC shall indemnify and hold save harmless its DirectorsMembers, officers, StockholdersManagers, the Affiliates of its Stockholders Partnership Representative and the Representatives of each of the foregoing Officers (collectively, the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, compromises and settlements, as fines and penalties and legal or other costs and expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by any Indemnitee and arise out of or in connection with the business Business of the Corporation LLC or the performance by such Indemnitee of any of his his, her or its responsibilities under the Agreement, other than with respect to any actions or claims brought by or in the right of the Corporation LLC or any of its subsidiariesSubsidiaries. The rights created by this Exhibit C (but only with respect to actions, events and circumstances occurring during an Indemnitee’ s ’s tenure as a Director Manager, Member, Partnership Representative or Stockholder or the tenure of the Director or Stockholder of which the Indemnitee is an Affiliate or RepresentativeOfficer) shall continue as to an Indemnitee who (or the Director or Stockholder of which the Indemnitee is an Affiliate or Representative) has ceased to be a Director Manager, Member, Partnership Representative or Stockholder Officer and shall inure to the benefit of such Indemnitee’ s ’s heirs, executors, administrators, legal representatives, successors and assigns. (bii) Without limiting any other provisions of the Agreement or (including this Exhibit CExhibit), the Corporation LLC shall pay or reimburse, and indemnify and hold harmless each Indemnitee against, expenses reasonably incurred by such Person in connection with his appearances as a witness or other participation in a Proceeding involving or affecting the Corporation LLC at a time when the Indemnitee is not a named defendant or respondent in the Proceeding. For the purposes of this Exhibit CExhibit, a “Proceeding” shall mean any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding. (c) Notwithstanding any other provision of the Agreement or this Exhibit C, any indemnification hereunder shall be provided out of and to the extent of Corporation assets only, and no Stockholder shall have personal liability on account thereof. (d) Notwithstanding any other provision of the Agreement or this Exhibit C, no indemnification shall be provided hereunder with respect to any actions or omissions of any Indemnitee that constitute criminal activity, willful misconduct, gross negligence, fraud, or a knowing violation or breach of the Agreement or this Exhibit C. (e) The indemnification provided in this Exhibit C is solely for the benefit of Indemnitees and shall not give rise to any right to indemnification in favor of any other persons.