Common use of Without limiting Section 6 Clause in Contracts

Without limiting Section 6. 2(a), from and after the Effective Time, Parent and the Surviving Corporation shall, to the fullest extent permitted by applicable Legal Requirements and the certificate of incorporation, bylaws or other charter or organizational documents of the applicable Acquired Company, indemnify and hold harmless each Indemnified Person against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection with any actual or threatened claim or Legal Proceeding (including with respect to this Agreement or the Transactions or other matters existing or occurring at or prior to the Effective Time) to the extent based on, arising out of or pertaining to (i) the fact that the Indemnified Person is or was a director or officer of an Acquired Company or (ii) acts or omissions by the Indemnified Person in the Indemnified Person’s capacity as a director or officer of an Acquired Company, in each case of the foregoing clauses (i) and (ii), whether asserted, commenced or claimed prior to, at or after the Effective Time. Without limiting the foregoing, from and after the Effective Time, in the event of any actual or threatened claim or Legal Proceeding of the type described in the foregoing sentence, Parent and the Surviving Corporation shall, to the fullest extent permitted by the certificate of incorporation, bylaws or other charter or organizational documents of the applicable Acquired Company, advance any expenses (including fees and expenses of legal counsel) of any Indemnified Person incurred in connection with such actual or threatened claim or Legal Proceeding, subject to such Indemnified Person providing an undertaking to repay all amounts so advanced if it is ultimately determined by final and non-appealable judicial decision that such Indemnified Person is not entitled to indemnification for such expenses. Parent and the Surviving Corporation shall not, and shall cause each Subsidiary of the Surviving Corporation not to, settle or compromise, or consent to entry of judgement in, any threatened or actual claim or Legal Proceeding for which indemnification could be sought by an Indemnified Person hereunder, unless such settlement, compromise or judgement includes an unconditional release of such Indemnified Person from all liability arising out of such claim or Legal Proceeding (or such Indemnified Person otherwise consents in writing to such settlement, compromise or judgement). Parent’s and the Surviving Corporation’s obligations under this Section 6.2(b) shall continue in full force and effect for a period of six (6) years after the Effective Time; provided that all rights to indemnification in respect of any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, asserted or made within such period shall continue until the final disposition of such claim, action, suit, proceeding or investigation.

Without limiting Section 6. 2(a)05(a) or any rights of any Indemnified Party (as defined below) pursuant to any indemnification arrangement, from and after the Closing through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent, the Company (and following the Effective Time, Parent and the Surviving Corporation shallCorporation) and their respective subsidiaries shall indemnify, to the fullest extent permitted by applicable Legal Requirements and the certificate of incorporation, bylaws or other charter or organizational documents of the applicable Acquired Company, indemnify defend and hold harmless each current and former officer or director of the Company and its subsidiaries (each, taken together with such person’s heirs, executors or administrators, an “Indemnified Person Party”), against any all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable and documented fees, costs or expenses (and expenses, including reasonable attorneys’ fees, investigation expenses and disbursements (collectively, “Costs”), judgments, fines, losses, damages or liabilities incurred in connection with any threatened or actual Action directly or threatened claim or Legal Proceeding (including with respect to this Agreement or the Transactions or other matters existing or occurring at or prior to the Effective Time) to the extent based on, indirectly arising out of or pertaining to (i) the fact that the an Indemnified Person Party is or was a director an officer, director, employee, fiduciary or officer agent of an Acquired the Company or any of its subsidiaries or (ii) acts matters existing or omissions by occurring at or prior to the Indemnified Person Effective Time (including any claim in connection with this Agreement and the Indemnified Person’s capacity as a director or officer of an Acquired Company, in each case of the foregoing clauses (i) transactions and (iiactions contemplated hereby), whether asserted, commenced asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under the Company Organizational Documents and the DGCL. Without limiting the foregoing, from and after the Effective Time, in In the event of any actual such Action, each Indemnified Party shall be entitled to the prompt advancement (and Parent shall use commercially reasonable efforts to make or threatened claim or Legal Proceeding cause to be made such advancement within ten (10) business days following a request, but in no event shall such advancement be made later than thirty (30) days following any such request) of the type described expenses actually and reasonably incurred in the foregoing sentencedefense of any claim, Parent and action, suit, proceeding or investigation from the Surviving Corporation shall, to the fullest extent permitted by the certificate of incorporationCompany Organizational Documents and the DGCL following request by the Indemnified Party therefor; provided that any person to whom expenses are advanced provides an undertaking, bylaws or other charter or organizational documents of if and only to the applicable Acquired Companyextent required by the DGCL, advance any expenses (including fees and expenses of legal counsel) of any Indemnified Person incurred in connection with such actual or threatened claim or Legal Proceeding, subject to such Indemnified Person providing an undertaking to repay all amounts so advanced such advances if it is ultimately determined by final and non-appealable judicial decision adjudication that such Indemnified Person person is not entitled to indemnification be indemnified by the Surviving Corporation as authorized by the DGCL, (x) without limiting the foregoing, each Indemnified Party may retain the Company’s regularly engaged independent legal counsel (provided that such engagement would not create or develop into a conflict for such expenses. legal counsel under applicable rules of professional conduct) or other counsel satisfactory to such Indemnified Party, subject to the consent of the insurance carrier under the Tail Policy (if and to the extent required under the Tail Policy), and Parent and the Surviving Corporation shall notpay all reasonable fees and expenses of such counsel for the Indemnified Party promptly following receipt of statements therefor; provided that, Parent shall not be required to pay the fees and expenses of more than one (1) legal counsel to represent the Indemnified Parties in connection with a specific Action or series of factually related Actions unless the engagement of one (1) legal counsel to represent all Indemnified Parties in such Action(s) would create, or reasonably be expected to develop into, a conflict under applicable Law or rules of professional conduct for such legal counsel, in which case, the foregoing limitation on Parent’s obligation to pay the fees and expense of legal counsel shall not be applicable, and shall cause each Subsidiary (y) none of Parent or the Surviving Corporation not toshall settle, settle or compromise, compromise or consent to the entry of judgement in, any judgment in any threatened or actual claim or Legal Proceeding for Action (and in which indemnification could be sought by an such Indemnified Person Party hereunder), unless such settlement, compromise or judgement consent includes an unconditional release of such Indemnified Person Party from all liability arising out of such claim or Legal Proceeding (Action or such Indemnified Person Party otherwise consents in writing to such settlement, compromise or judgement). Parent’s consent and (z) Parent and the Surviving Corporation shall use commercially reasonable efforts to reasonably cooperate in the defense of any matter for which the Indemnified Party could seek indemnification hereunder, in each case at its own expense. With respect to any determination of whether an Indemnified Party is entitled to indemnification by the Company (and following the Effective Time, the Surviving Corporation’s obligations ) under this Section 6.2(b6.05(b), the Indemnified Party shall have the right to require that such determination be made by special, independent legal counsel selected by the Indemnified Party, subject to the consent of the insurance carrier under the Tail Policy (if and to the extent required under the Tail Policy), and approved by the Company or Surviving Corporation, as applicable, (which approval shall not be unreasonably withheld, conditioned or delayed), and who has not otherwise performed material services for Parent, the Company or the Surviving Corporation or any of their respective Affiliates within the last three (3) shall continue in full force and effect for a period of six (6) years after the Effective Time; years; provided that all rights Parent shall not be required to pay the fees and expenses of more than one (1) special, independent legal counsel to determine whether more than one Indemnified Party is entitled to indemnification under this Section 6.05(b) in respect connection with a specific Action or series of any claimfactually related Actions unless the engagement of one (1) special, actionindependent legal counsel to make such determination for all such Indemnified Parties would create, suitor reasonably be expected to develop into, proceeding a conflict under applicable Law or investigationrules of professional conduct for such legal counsel, whether civilin which case, criminalthe foregoing limitation on Parent’s obligation to pay the fees and expense of special, administrative or investigative, asserted or made within such period independent legal counsel shall continue until the final disposition of such claim, action, suit, proceeding or investigationnot be applicable.

Without limiting Section 6. 2(a07(a), from and after the Effective Time, Parent and the Surviving Corporation shall, to the fullest extent permitted by applicable Legal Requirements and the certificate of incorporation, bylaws or other charter or organizational documents of the applicable Acquired Company, indemnify and hold harmless each Indemnified Person against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection with any actual or threatened claim or Legal Proceeding (including with respect to this Agreement or the Transactions or other matters existing or occurring at or prior to the Effective Time) to the extent based on, arising out of or pertaining to (i) the fact that the Indemnified Person is or was a director or officer of an Acquired Company or (ii) acts or omissions by the Indemnified Person in the Indemnified Person’s capacity as a director or officer of an Acquired Company, in each case of the foregoing clauses (i) and (ii), whether asserted, commenced or claimed prior to, at or after the Effective Time. Without limiting the foregoing, from and after the Effective Time, in the event of any threatened or actual claim, suit, action, proceeding or threatened claim investigation (a “Claim”), whether civil, criminal or Legal Proceeding administrative, based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that the Indemnified Party is or was a director (including in a capacity as a member of any board committee), or officer of the type described Company, any of its Subsidiaries or any of their respective predecessors or (ii) this Agreement or any of the Transactions, whether in any case asserted or arising before or after the foregoing sentenceEffective Time, Parent and the Surviving Corporation shallshall indemnify and hold harmless, as and to the fullest extent permitted by Law and the certificate of incorporationCompany’s or its applicable Subsidiary’s Organizational Documents in effect at the Effective Time, bylaws or other charter or organizational documents of the applicable Acquired Companyeach such Indemnified Party against any losses, advance any claims, Damages, liabilities, costs, expenses (including reasonable attorney’s fees and expenses in advance of legal counsel) the final disposition of any claim, suit, proceeding or investigation of each Indemnified Person incurred Party to the fullest extent permitted by Law and the Company’s or its applicable Subsidiary’s Organizational Documents in effect at the Effective Time upon receipt of any undertaking from such Indemnified Party contemplated by applicable Law or such Organizational Documents with respect to repayment of advancement), judgments, fines and amounts paid in settlement of or in connection with any such actual or threatened claim or Legal Proceeding, subject to such Indemnified Person providing an undertaking to repay all amounts so advanced if it is ultimately determined by final and non-appealable judicial decision that such Indemnified Person is not entitled to indemnification for such expenses. Parent and the Surviving Corporation shall not, and shall cause each Subsidiary of the Surviving Corporation not to, settle or compromise, or consent to entry of judgement in, any threatened or actual claim or Legal Proceeding for which indemnification could be sought by an Indemnified Person hereunder, unless such settlement, compromise or judgement includes an unconditional release of such Indemnified Person from all liability arising out of such claim or Legal Proceeding (or such Indemnified Person otherwise consents in writing to such settlement, compromise or judgement)Claim. Parent’s and the Surviving Corporation’s obligations under this Section 6.2(b6.07(b) shall continue in full force and effect for a period of or six (6) years after from the Effective Time; provided Time provided, however, that all rights to indemnification in respect of any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, Claim asserted or made within such period shall continue until the final disposition of such claim, action, suit, proceeding or investigationClaim.

Without limiting Section 6. 2(a), from and after the Effective Time, Parent and the Surviving Corporation shall, 6(a) or any rights of any Indemnified Party pursuant to the fullest extent permitted by applicable Legal Requirements and Company Certificate of Incorporation, the certificate of incorporationCompany By-Laws, bylaws or other charter or organizational documents of the applicable Acquired Company, indemnify and hold harmless each Indemnified Person against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection with any actual or threatened claim or Legal Proceeding (including with respect to this Agreement or the Transactions or other matters existing or occurring at or prior to the Effective Time) to the extent based on, arising out of or pertaining to (i) the fact that the Indemnified Person is or was a director or officer of an Acquired Company or (ii) acts or omissions by the Indemnified Person in the Indemnified Person’s capacity as a director or officer of an Acquired Company, in each case of the foregoing clauses (i) and (ii), whether asserted, commenced or claimed prior to, at or after the Effective Time. Without limiting the foregoingindemnification agreement, from and after the Effective Time, in the event of any threatened or actual Proceeding, whether civil, criminal or threatened claim administrative, based in whole or Legal Proceeding in part on, or arising in whole or in part out of, or pertaining to (i) the fact that the Indemnified Party is or was a director, officer, employee or agent (including as a fiduciary with respect to any employee benefit plan) of the type described Company, any of the Company Subsidiaries or any of their respective predecessors or (ii) this Agreement or any of the Transactions, whether in any case asserted or arising before or after the foregoing sentenceEffective Time, Parent and the Surviving Corporation shallshall indemnify and hold harmless, as and to the fullest extent permitted by the certificate of incorporationapplicable Law, bylaws or other charter or organizational documents of the applicable Acquired Companyeach such Indemnified Party against any and all losses, advance any claims, damages, liabilities, costs, expenses (including reasonable attorney’s fees and expenses in advance of legal counsel) the final disposition of any Proceeding to each Indemnified Person incurred Party to the fullest extent permitted by applicable Law upon receipt of an undertaking, if any, required by applicable Law), judgments, fines, awards and amounts paid in settlement or compromise of or in connection with any such threatened or actual Proceeding. None of Parent or threatened claim or Legal Proceeding, subject to such Indemnified Person providing an undertaking to repay all amounts so advanced if it is ultimately determined by final and non-appealable judicial decision that such Indemnified Person is not entitled to indemnification for such expenses. Parent and the Surviving Corporation shall notsettle, and shall cause each Subsidiary of the Surviving Corporation not to, settle or compromise, compromise or consent to the entry of judgement in, any judgment in any threatened or actual claim or Legal Proceeding for which indemnification could be sought by an Indemnified Person Party hereunder, unless such settlement, compromise or judgement consent includes an unconditional release of such Indemnified Person Party from all liability arising out of such claim or Legal Proceeding (or such Indemnified Person Party otherwise consents in writing to such settlement, compromise or judgement)consent. Parent and the Surviving Corporation shall cooperate with each Indemnified Party in the defense of any matter for which such Indemnified Party could seek indemnification hereunder, in each case at its own expense; provided that, absent an actual or potential conflict of interest, in which case such Indemnified Party shall control and appoint its own lead counsel at Parent’s or the Surviving Corporation’s expense, as applicable, Parent and the Surviving Corporation shall be entitled to control and appoint lead counsel for such defense. Parent’s and the Surviving Corporation’s obligations under this Section 6.2(b6.6(b) shall continue in full force and effect for a the period of six (6) years after beginning immediately following the Effective Time; provided Time and ending six years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, Proceeding asserted or made within such period shall continue until the final disposition of such claim, action, suit, proceeding or investigationProceeding.