Common use of AFFIRMATION AND UNDERTAKING Clause in Contracts

AFFIRMATION AND UNDERTAKING. This Affirmation and Undertaking is submitted pursuant to the Director Indemnification Agreement, dated as of , (the “Indemnification Agreement”), between American Software, Inc., a Georgia corporation (the “Company”), and the undersigned. Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Indemnification Agreement. The undersigned hereby requests [payment], [advancement], [reimbursement] by the Company of Expenses which the undersigned [has incurred] [reasonably expects to incur] in connection with (the “Indemnifiable Claim”). The undersigned hereby affirms his or her good faith belief that either (1) he has met the relevant standard of conduct described in Section 14-2-851 of the Georgia Business Corporation Code (the “Code”) with respect to the matters, actions or events from which the Indemnifiable Claim arose or (2) the Indemnifiable Claim involves conduct for which liability has been eliminated under a provision of the Company’s articles of incorporation as authorized by paragraph (4) of subsection (b) of Section 14-2-202 of the Code. The undersigned hereby undertakes to repay the [payment], [advancement], [reimbursement] of Expenses made by the Company to or on behalf of the undersigned in response to the foregoing request if it is determined, following the final disposition of the Indemnifiable Claim and in accordance with Section 7 of the Indemnification Agreement, that the undersigned is not entitled to indemnification by the Company under the Indemnification Agreement with respect to the Indemnifiable Claim.

AFFIRMATION AND UNDERTAKING. This Affirmation and Undertaking is submitted pursuant to the Director Indemnification Agreement, dated as of , (the “Indemnification Agreement”), between American SoftwareLogility, Inc., a Georgia corporation (the “Company”), and the undersigned. Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Indemnification Agreement. The undersigned hereby requests [payment], [advancement], [reimbursement] by the Company of Expenses which the undersigned [has incurred] [reasonably expects to incur] in connection with (the “Indemnifiable Claim”). The undersigned hereby affirms his or her good faith belief that either (1) he has met the relevant standard of conduct described in Section 14-2-851 of the Georgia Business Corporation Code (the “Code”) with respect to the matters, actions or events from which the Indemnifiable Claim arose or (2) the Indemnifiable Claim involves conduct for which liability has been eliminated under a provision of the Company’s articles of incorporation as authorized by paragraph (4) of subsection (b) of Section 14-2-202 of the Code. The undersigned hereby undertakes to repay the [payment], [advancement], [reimbursement] of Expenses made by the Company to or on behalf of the undersigned in response to the foregoing request if it is determined, following the final disposition of the Indemnifiable Claim and in accordance with Section 7 of the Indemnification Agreement, that the undersigned is not entitled to indemnification by the Company under the Indemnification Agreement with respect to the Indemnifiable Claim.

AFFIRMATION AND UNDERTAKING. This Affirmation and Undertaking is submitted pursuant to the Director Indemnification Agreement, dated as of ___________ ___, ____ (the “Indemnification Agreement”), between American SoftwareLogility, Inc., a Georgia corporation (the “Company”), and the undersigned. Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Indemnification Agreement. The undersigned hereby requests [payment], [advancement], [reimbursement] by the Company of Expenses which the undersigned [has incurred] [reasonably expects to incur] in connection with ______________________ (the “Indemnifiable Claim”). The undersigned hereby affirms his or her good faith belief that either (1) he has met the relevant standard of conduct described in Section 14-2-851 of the Georgia Business Corporation Code (the “Code”) with respect to the matters, actions or events from which the Indemnifiable Claim arose or (2) the Indemnifiable Claim involves conduct for which liability has been eliminated under a provision of the Company’s articles of incorporation as authorized by paragraph (4) of subsection (b) of Section 14-2-202 of the Code. The undersigned hereby undertakes to repay the [payment], [advancement], [reimbursement] of Expenses made by the Company to or on behalf of the undersigned in response to the foregoing request if it is determined, following the final disposition of the Indemnifiable Claim and in accordance with Section 7 of the Indemnification Agreement, that the undersigned is not entitled to indemnification by the Company under the Indemnification Agreement with respect to the Indemnifiable Claim.