Common use of Indemnification and Related Matters Clause in Contracts

Indemnification and Related Matters. (a) US Co agrees that all rights to indemnification existing in favor of the present or former directors and officers of Chauvco (as such) or any of the Chauvco Subsidiaries or present or former directors and officers (as such) of Chauvco or any of the Chauvco Subsidiaries serving or who served at Chauvco's or any of the Chauvco Subsidiaries' request as a director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, as provided in Chauvco's charter or bylaws or similar documents of any of the Chauvco Subsidiaries in effect as of the date hereof with respect to matters occurring prior to the Effective Time, shall survive and shall continue in full force and effect and without modification for a period of not less than the statutes of limitations applicable to such matters. (b) From and after the Effective Time, US Co shall and shall cause Chauvco to indemnify and hold harmless to the fullest extent permitted under the ABCA, each director and officer of US Co Sub, Chauvco or any Chauvco Subsidiary including, without limitation, officers and directors, serving on or prior to the date hereof against any costs and expenses (including reasonable attorney's fees on a solicitor and his own client basis), judgments, fines, losses, claims and damages and liabilities, and amounts paid in settlement thereof with the consent of the indemnifying party, in connection with any claim, action, suit, proceeding or investigation relating to any of the transactions contemplated hereby or the Arrangement. In the event of any such claim, action, suit, proceeding or investigation, US Co shall cause Chauvco to pay the reasonable fees and expenses of counsel in advance of the final disposition of any such claim, action, suit, proceeding or investigation to the fullest extent permitted by law subject to the limitations imposed by the ABCA. Without limiting the foregoing, in the event any such claim, action, suit, proceeding or investigation is brought against any indemnified parties, (i) the indemnified parties may retain counsel reasonably satisfactory to US Co and, subject to limitations imposed by the ABCA, Chauvco shall (or US Co shall cause Chauvco to) pay all reasonable fees and expenses of such counsel for the indemnified parties promptly as statements therefor are received; and (ii) US Co will use all reasonable efforts to assist in the defense of such matter; provided, however, that neither Chauvco nor US Co shall be liable for any settlement effected without its prior written consent. Any indemnified party wishing to claim indemnification under this section, upon learning of any such claim, action, suit, proceeding or investigation, shall notify US Co (but the failure to so notify shall not relieve a party from any liability which it may have under this section except to the extent such failure prejudices such party). The indemnified parties as a group may retain only one law firm in any jurisdiction to represent them with respect to each such matter unless such counsel determines that there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more indemnified parties, in which event such additional counsel may be required to be retained by the indemnified parties. (c) Subject to limitations imposed by the ABCA, Chauvco shall (or US Co shall cause Chauvco to) pay all expenses, including attorney's fees on a solicitor and his own client basis, as the same may be incurred by any indemnified parties in any action by any indemnified party or parties seeking to enforce the indemnity or other obligations provided for in this section; provided, however, that Chauvco will be entitled to reimbursement for any advances made under this section to any indemnified party who ultimately proves unsuccessful in enforcing the indemnity as finally determined by a non-appealable judgment in a court of competent jurisdiction, and payment of such expenses in advance of the final disposition of the action shall be made only upon receipt of any undertaking by the indemnified party to reimburse all amounts advanced if such action ultimately proves unsuccessful. (d) There shall be maintained in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by Chauvco in the amounts and with the coverages in effect on the date of this Agreement. US Co may, however, substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, provided that such substitution shall not result in any gaps or lapses in coverages with respect to matters occurring prior to the Effective Time. (e) This section, which shall survive the consummation of this Agreement and the Arrangement, is intended to benefit each person or entity indemnified hereunder.

Indemnification and Related Matters. (a) US Co CCo agrees that all rights to indemnification existing in favor of the present or former directors and officers of Chauvco ECo (as such) or any of the Chauvco ECo Subsidiaries or present or former directors and officers (as such) of Chauvco ECo or any of the Chauvco ECo Subsidiaries serving or who served at ChauvcoECo's or any of the Chauvco ECo Subsidiaries' request as a director director, officer, employee, agent or officer representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterpriseenterprise (each such present or former director or officer of ECo or any of the ECo Subsidiaries, an "Indemnified Party"), as provided by contract or in ChauvcoECo's charter or bylaws or similar documents of any of the Chauvco ECo Subsidiaries in effect as of the date hereof with respect to matters occurring prior to the Effective Time, shall survive and shall continue in full force and effect and without modification for a period of not less than the statutes of limitations applicable to such matters. (b) From and after the Effective Time, US Co CCo and ECo, jointly and severally, shall and CCo shall cause Chauvco ECo to indemnify and hold harmless to the fullest extent permitted under the ABCA, each director and officer of US Co Sub, Chauvco or any Chauvco Subsidiary including, without limitation, officers and directors, serving on or prior to the date hereof Indemnified Party against any costs and expenses (including reasonable attorney's fees on a solicitor and his own client basisfees), judgments, fines, losses, claims and damages and liabilities, and amounts paid in settlement thereof with the consent of the indemnifying party, such consent not to be unreasonably withheld, in connection with any actual or threatened claim, action, suit, proceeding or investigation relating that is based on, or arises out of, the fact that such person is or was a director or officer of ECo or any ECo Subsidiary (including without limitation with respect to any of the transactions contemplated hereby or the Arrangement) or who is serving or who served at ECo's or any of the ECo Subsidiaries' request as a director, officer, employee, agent or representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. In the event of any such claim, action, suit, proceeding or investigation, US Co CCo shall cause Chauvco ECo to pay the reasonable fees and expenses of counsel in advance of the final disposition of any such claim, action, suit, proceeding or investigation to the fullest extent permitted by law subject to the limitations imposed by the ABCA. Without limiting the foregoing, in the event any such claim, action, suit, proceeding or investigation is brought against any indemnified partiesIndemnified Parties, (i) the indemnified parties Indemnified Parties may retain counsel reasonably satisfactory to US Co CCo and, subject to limitations imposed by the ABCA, Chauvco ECo shall (or US Co CCo shall cause Chauvco ECo to) pay all reasonable fees and expenses of such counsel for the indemnified parties Indemnified Parties promptly as statements therefor are received; and (ii) US Co CCo will use all reasonable efforts to assist in the defense of such matter; provided, however, that neither Chauvco ECo nor US Co CCo shall be liable for any settlement effected without its prior written consentconsent which shall not be unreasonably withheld. Any indemnified party Indemnified Party wishing to claim indemnification under this sectionSection 7.5(b), upon learning of any such claim, action, suit, proceeding or investigation, shall notify US Co CCo (but the failure to so notify shall not relieve a party from any liability which it may have under this section except Section 7.5(b) unless such failure results in actual prejudice to such party and then only to the extent of such failure prejudices such partyprejudice). The indemnified parties Indemnified Parties as a group may retain only one law firm in any jurisdiction to represent them with respect to each such matter unless such counsel determines that there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more indemnified partiesIndemnified Parties, in which event such additional counsel may be required to be retained by the indemnified partiesIndemnified Parties. (c) Subject to limitations imposed by the ABCA, Chauvco provided the Arrangement becomes effective, ECo shall (or US Co CCo shall cause Chauvco ECo to) pay all expenses, including reasonable attorney's fees on a solicitor and his own client basisfees, as the same may be incurred by any indemnified parties Indemnified Parties in any action by any indemnified party Indemnified Party or parties seeking to enforce the indemnity or other obligations provided for in this sectionSection 7.5; provided, however, that Chauvco ECo will be entitled to reimbursement for any advances made under this section Section 7.5 to any indemnified party Indemnified Party who ultimately proves unsuccessful in enforcing the indemnity as finally determined by a non-appealable judgment in a court of competent jurisdiction, and payment of such expenses in advance of the final disposition of the action shall be made only upon receipt of any undertaking by the indemnified party Indemnified Party to reimburse all amounts advanced if such action ultimately proves unsuccessful. (d) There Provided the Arrangement becomes effective, for a period of six years after the Effective Date, CCo shall be maintained continue in effect director and officer liability insurance for not less than six years from the Effective Time the current policies benefit of the directors' and officers' liability insurance maintained by Chauvco Indemnified Parties in the amounts such amounts, and with the such deductibles, retained amounts, coverages in effect on and exclusions as ECo provides for its own directors and officers at the date of this Agreement. US Co may, however, substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, provided that such substitution shall not result in any gaps or lapses in coverages with respect to matters occurring prior to the Effective Timehereof. (e) This sectionSection 7.5, which shall survive the consummation of this Agreement and the Arrangement, is intended to benefit each person or entity indemnified hereunder.

Indemnification and Related Matters. (a) US Co NOI agrees that all rights to indemnification existing in favor of the present or former directors and officers of Chauvco Dreco (as such) or any of the Chauvco Dreco Subsidiaries or present or former directors and officers (as such) of Chauvco Dreco or any of the Chauvco Dreco Subsidiaries serving or who served at ChauvcoDreco's or any of the Chauvco Dreco Subsidiaries' request as a director director, officer, employee, agent or officer representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterpriseenterprise (each such present or former director or officer of Dreco or any of the Dreco Subsidiaries, an "Indemnified Party"), as provided in ChauvcoDreco's charter or bylaws or similar documents of any of the Chauvco Dreco Subsidiaries in effect as of the date hereof with respect to matters occurring prior to the Effective Time, shall survive and shall continue in full force and effect and without modification for a period of not less than the statutes of limitations applicable to such matters. (b) From and after the Effective Time, US Co NOI and Dreco, jointly and severally, shall and shall cause Chauvco Dreco to indemnify and hold harmless to the fullest extent permitted under the ABCA, each director and officer of US Co Sub, Chauvco or any Chauvco Subsidiary including, without limitation, officers and directors, serving on or prior to the date hereof Indemnified Party against any costs and expenses (including reasonable attorney's fees on a solicitor and his own client basisfees), judgments, fines, losses, claims and damages and liabilities, and amounts paid in settlement thereof with the consent of the indemnifying party, in connection with any actual or threatened claim, action, suit, proceeding or investigation relating that is based on, or arises out of, the fact that such person is or was a director or officer of Dreco or any Dreco Subsidiary (including without limitation with respect to any of the transactions contemplated hereby or the Arrangement) or who is serving or who served at Dreco's or any of the Dreco Subsidiaries' request as a director, officer, employee, agent or representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. In the event of any such claim, action, suit, proceeding or investigation, US Co NOI shall cause Chauvco Dreco to pay the reasonable fees and expenses of counsel in advance of the final disposition of any such claim, action, suit, proceeding or investigation to the fullest extent permitted by law subject to the limitations imposed by the ABCA. Without limiting the foregoing, in the event any such claim, action, suit, proceeding or investigation is brought against any indemnified parties, (i) the indemnified parties may retain counsel reasonably satisfactory to US Co and, subject to limitations imposed by the ABCA, Chauvco shall (or US Co shall cause Chauvco to) pay all reasonable fees and expenses of such counsel for the indemnified parties promptly as statements therefor are received; and (ii) US Co will use all reasonable efforts to assist in the defense of such matter; provided, however, that neither Chauvco nor US Co shall be liable for any settlement effected without its prior written consent. Any indemnified party wishing to claim indemnification under this section, upon learning of any such claim, action, suit, proceeding or investigation, shall notify US Co (but the failure to so notify shall not relieve a party from any liability which it may have under this section except to the extent such failure prejudices such party). The indemnified parties as a group may retain only one law firm in any jurisdiction to represent them with respect to each such matter unless such counsel determines that there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more indemnified parties, in which event such additional counsel may be required to be retained by the indemnified parties. (c) Subject to limitations imposed by the ABCA, Chauvco Dreco shall (or US Co NOI shall cause Chauvco Dreco to) pay all expenses, including reasonable attorney's fees on a solicitor and his own client basisfees, as the same may be incurred by any indemnified parties Indemnified Parties in any action by any indemnified party Indemnified Party or parties seeking to enforce the indemnity or other obligations provided for in this sectionSection 7.5; provided, however, that Chauvco Dreco will be entitled to reimbursement for any advances made under this section Section 7.5 to any indemnified party Indemnified Party who ultimately proves unsuccessful in enforcing the indemnity as finally determined by a non-appealable judgment in a court of competent jurisdiction, and payment of such expenses in advance of the final disposition of the action shall be made only upon receipt of any undertaking by the indemnified party Indemnified Party to reimburse all amounts advanced if such action ultimately proves unsuccessful. (d) There For a period of six years after the Effective Date, NOI shall be maintained continue in effect director and officer liability insurance for not less than six years from the Effective Time the current policies benefit of the directors' and officers' liability insurance maintained by Chauvco Indemnified Parties in the amounts such amounts, and with the such deductibles, retained amounts, coverages in effect on the date of this Agreement. US Co may, however, substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, provided that exclusions as NOI shall provide for its own directors and officers during such substitution shall not result in any gaps or lapses in coverages with respect to matters occurring prior to the Effective Timeperiod. (e) This sectionSection 7.5, which shall survive the consummation of this Agreement and the Arrangement, is intended to benefit each person or entity indemnified hereunder.