Common use of Without limiting Section 7 Clause in Contracts

Without limiting Section 7. 05(a), from and after the Effective Time, in the event of any threatened or actual Action, whether civil, criminal or administrative, based in whole or in part on, or arising in whole or in part out of, 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 Company, any of its Subsidiaries or any of their respective predecessors, Parent and the Surviving Corporation, jointly and severally, shall indemnify and hold harmless, as and to the fullest extent permitted by Law, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including payment of reasonable attorney’s fees and expenses in advance of the final disposition of any Action to each Indemnified Party to the fullest extent permitted by Law upon receipt of any undertaking required by applicable Law), judgments, fines and amounts paid in settlement of or in connection with any such threatened or actual Action. Any determination of entitlement to indemnification under the preceding sentences shall be made by an independent counsel selected jointly by the Surviving Corporation and such Indemnified Party. Each of Parent, the Surviving Corporation and the Indemnified Party shall cooperate in the defense of any matter for which such Indemnified Party has validly sought indemnification under such indemnification agreement; provided that no Indemnified Person will be liable for any settlement of such matter effected without his or her prior written consent. Parent’s and the Surviving Corporation’s obligations under this Section 7.05(b) shall continue in full force and effect for a period of six (6) years from the Effective Time; provided that all rights hereunder in respect of any Action asserted or made within such period shall continue until the final disposition of such Action.

Without limiting Section 7. 05(a)03(a) or any rights of any Indemnified Party pursuant to any indemnification agreement set forth on Section 7.03(b) of the Company Disclosure Letter, from and after the Effective Offer Closing Time, in the event of any threatened or actual ActionProceeding, whether civil, criminal or 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 an Indemnified Party is or was a director director, officer, employee or agent (including in a capacity as a member of any board committee), or officer fiduciary with respect to an employee benefit plan) of the Company, any of its Subsidiaries former subsidiaries or any of their respective predecessorspredecessors or (ii) this Agreement or any of the Transactions, Parent and whether in any case asserted or arising before or after the Effective Time, the Surviving Corporation, jointly and severally, Corporation shall indemnify and hold harmless, as and to the fullest extent permitted by applicable Law, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including payment of reasonable attorney’s fees and expenses in advance of the final disposition of any Action Proceeding to each Indemnified Party to the fullest extent permitted by applicable Law upon receipt of any undertaking required by applicable Law), judgments, fines and amounts paid in settlement of or in connection with any such threatened or actual ActionProceeding. Any determination of entitlement to indemnification under the preceding sentences shall be made by an independent counsel selected jointly by the The Surviving Corporation and such Indemnified Party. Each of Parent, the Surviving Corporation and the shall cooperate with an Indemnified Party shall cooperate in the defense of any matter for which such Indemnified Party has validly could seek indemnification hereunder; provided, that Parent and the Surviving Corporation shall be entitled to assume the defense and appoint lead counsel for such defense, except to the extent otherwise provided in an indemnification agreement set forth in the Company Disclosure Letter. The Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought indemnification under by an Indemnified Party hereunder, unless such indemnification agreement; provided that no Indemnified Person will be liable for any settlement settlement, compromise or consent includes an unconditional release of such matter effected without his Indemnified Party from all liability arising out of such Proceeding or her prior written such Indemnified Party otherwise consents in advance in writing to such settlement, compromise or consent. Parent’s and the The Surviving Corporation’s obligations under this Section 7.05(b7.03(b) shall continue in full force and effect for a the period of beginning upon the Offer Closing Time and ending six (6) years from the Effective Time; provided that all rights hereunder to indemnification in respect of any Action Proceeding asserted or made within such period shall continue until the final disposition of such ActionProceeding. Parent shall cause the Surviving Corporation to perform its obligations under this Section 7.03(b).

Without limiting Section 7. 05(a)03 (a) or any rights of any Indemnified Party pursuant to any indemnification agreement set forth on Section 7.03(b) of the Company Disclosure Letter, from and after the Effective Offer Closing Time, in the event of any threatened or actual ActionProceeding, whether civil, criminal or 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 an Indemnified Party is or was a director director, officer, employee or agent (including in a capacity as a member of any board committee), or officer fiduciary with respect to an employee benefit plan) of the Company, any of its Subsidiaries former subsidiaries or any of their respective predecessorspredecessors or (ii) this Agreement or any of the Transactions, Parent and whether in any case asserted or arising before or after the Effective Time, the Surviving Corporation, jointly and severally, Corporation shall indemnify and hold harmless, as and to the fullest extent permitted by applicable Law, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including payment of reasonable attorney’s fees and expenses in advance of the final disposition of any Action Proceeding to each Indemnified Party to the fullest extent permitted by applicable Law upon receipt of any undertaking required by applicable Law), judgments, fines and amounts paid in settlement of or in connection with any such threatened or actual ActionProceeding. Any determination of entitlement to indemnification under the preceding sentences shall be made by an independent counsel selected jointly by the The Surviving Corporation and such Indemnified Party. Each of Parent, the Surviving Corporation and the shall cooperate with an Indemnified Party shall cooperate in the defense of any matter for which such Indemnified Party has validly could seek indemnification hereunder; provided, that Parent and the Surviving Corporation shall be entitled to assume the defense and appoint lead counsel for such defense, except to the extent otherwise provided in an indemnification agreement set forth in the Company Disclosure Letter. The Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought indemnification under by an Indemnified Party hereunder, unless such indemnification agreement; provided that no Indemnified Person will be liable for any settlement settlement, compromise or consent includes an unconditional release of such matter effected without his Indemnified Party from all liability arising out of such Proceeding or her prior written such Indemnified Party otherwise consents in advance in writing to such settlement, compromise or consent. Parent’s and the The Surviving Corporation’s obligations under this Section 7.05(b7.03(b) shall continue in full force and effect for a the period of beginning upon the Offer Closing Time and ending six (6) years from the Effective Time; provided that all rights hereunder to indemnification in respect of any Action Proceeding asserted or made within such period shall continue until the final disposition of such ActionProceeding. Parent shall cause the Surviving Corporation to perform its obligations under this Section 7.03(b).

Without limiting Section 7. 05(a)04(a) or any rights of any Indemnified Party pursuant to any indemnification agreement, from and after the Effective Time, in the event of any threatened or actual ActionProceeding, whether civil, criminal or 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 an Indemnified Party is or was a director (including in a capacity as a member of any board committee), or officer of the Company, any of its the Company Subsidiaries or any of their respective predecessorspredecessors or (ii) this Agreement or any of the Transactions, Parent and whether in any case asserted or arising before or after the Effective Time, the Surviving Corporation, jointly and severally, Corporation shall indemnify and hold harmless, as and to the fullest extent permitted by applicable Law, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including payment of reasonable attorney’s fees and expenses in advance of the final disposition of any Action Proceeding to each Indemnified Party to the fullest extent permitted by applicable Law upon receipt of any undertaking required by applicable Law), judgments, fines and amounts paid in settlement of or in connection with any such threatened or actual ActionProceeding. Any determination of entitlement to indemnification under the preceding sentences shall be made by an independent counsel selected jointly by the The Surviving Corporation and such Indemnified Party. Each of Parent, the Surviving Corporation and the shall cooperate with an Indemnified Party shall cooperate in the defense of any matter for which such Indemnified Party has validly sought could seek indemnification under such indemnification agreementhereunder; provided that no Parent and the Surviving Corporation shall be entitled to assume the defense and appoint lead counsel for such defense, except to the extent (i) otherwise provided in an indemnification agreement set forth in the Company Disclosure Letter, (ii) Parent and the Surviving Corporation shall have failed to employ counsel reasonably satisfactory to the Indemnified Person will Party in a timely fashion or (iii) Parent shall have failed to diligently prosecute such matter on the Indemnified Party’s behalf. The Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be liable for any settlement sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such matter effected without his Indemnified Party from all liability arising out of such Proceeding or her prior written such Indemnified Party otherwise consents in advance in writing to such settlement, compromise or consent. Parent’s and the The Surviving Corporation’s obligations under this Section 7.05(b7.04(b) shall continue in full force and effect for a the period of beginning upon the Effective Time and ending six (6) years from the Effective Time; provided that all rights hereunder to indemnification in respect of any Action Proceeding asserted or made within such period shall continue until the final disposition of such ActionProceeding. Parent shall cause the Surviving Corporation to perform its obligations under this Section 7.04(b).