Common use of Indemnification Matters Clause in Contracts

Indemnification Matters. The obligations and liabilities of Indemnitor ----------------------- under Section 8 with respect to an Indemnification Matter by third parties will be subject to the following terms and conditions: 8.4.1 If within 15 days after Indemnification Notice, Indemnitor fails to defend against such Indemnification Matter, Indemnitee will have the right to undertake the defense, compromise or settlement of such Indemnification Matter on behalf of and for the account and at the risk and expense of Indemnitor subject to the right of Indemnitor to assume (with Indemnitee's consent) the defense of such Indemnification Matter at any time prior to settlement, compromise or final determination of such Indemnification Matter. 8.4.2 Notwithstanding any provision of this Section 8 to the contrary, (a) if there is a reasonable probability that (i) an Indemnification Matter may materially and adversely affect Indemnitee other than as a result of money damages or other money payments or (ii) Indemnitor cannot provide Indemnitee with adequate assurance that it is capable of fulfilling its indemnification obligations under this Section 8, Indemnitee will have the right to defend, co- defend, reasonably compromise or settle such Indemnification Matter without Indemnitor's approval but after giving Indemnitor three days prior notice of such compromise or settlement and (b) Indemnitor will not, without the prior written consent of Indemnitee, settle or compromise any Indemnification Matter or consent to entry of any Judgment relating to any such Indemnification Matter, which settlement, compromise or Judgment does not include as an unconditional term the release of Indemnitee by the claimant in respect of such Indemnification Matter. Indemnitee will have the right to participate in any defense of an Indemnification Matter at any time at its own expense and Indemnitor will cooperate and cause its counsel to fully and promptly cooperate with Indemnitee and its counsel with respect to its participation in the defense of the Indemnification Matter. 8.4.3 Indemnitor and Indemnitee will cooperate with each other to furnish access to all records and documents of Indemnitor relating to any Indemnification Matter.

Indemnification Matters. The obligations and liabilities Each indemnification provision of Indemnitor ----------------------- under Section 8 with respect to an Indemnification Matter by third parties will this Agreement shall be subject to the following terms and conditions: 8.4.1 If provisions: The indemnitee shall notify the indemnitor of the applicable claim against the indemnitee within 15 days a reasonable period of time after Indemnification Notice, Indemnitor fails to defend against such Indemnification Matter, Indemnitee will have the right to undertake the defense, compromise or settlement it has written notice of such Indemnification Matter on behalf of claim and for shall reasonably cooperate (at indemnitor’s cost) with the account and at the risk and expense of Indemnitor subject to the right of Indemnitor to assume (with Indemnitee's consent) indemnitor in the defense of such Indemnification Matter at any time prior claim, but failure to settlement, compromise notify the indemnitor or final determination of such Indemnification Matter. 8.4.2 Notwithstanding any provision of this Section 8 to cooperate in the defense shall excuse the indemnitor from its obligations only to the contraryextent the indemnitor is prejudiced in its ability to defend the action by such failure. If the indemnitor fails to undertake to defend the indemnitee against a claim within 30 days after the indemnitee gives the indemnitor written notice of the claim or thereafter fails to discharge its obligations, then the indemnitee may defend against and settle such claim, and indemnitor shall be liable for the reasonable costs and expenses, including reasonable attorneys’ fees, incurred by indemnitee in effecting the defense, as well as any settlement made in good faith. Until the indemnitor has notified the indemnitee whether the indemnitor will accept responsibility for the defense of a claim, the indemnitee shall take reasonable steps to preserve all defenses and rights of defense against the claim. An indemnitor will not be obligated for any settlement made without the approval of the indemnitor, unless the indemnitor has wrongfully refused to take up defense of the related claim upon demand of the indemnitee. Unless the indemnitee otherwise agrees, the indemnitor may not settle a claim against an indemnitee on terms that (a) if there is provide for a reasonable probability that (i) an Indemnification Matter may materially and adversely affect Indemnitee other than as a result of money damages criminal sanction or other money payments or (ii) Indemnitor cannot provide Indemnitee with adequate assurance that it is capable of fulfilling its indemnification obligations under this Section 8fine against the indemnitee, Indemnitee will have the right to defend, co- defend, reasonably compromise or settle such Indemnification Matter without Indemnitor's approval but after giving Indemnitor three days prior notice of such compromise or settlement and (b) Indemnitor admit to criminal liability on the part of the indemnitee or (c) provide for injunctive relief against the indemnitee. At its option, the indemnitee may participate, with counsel of its choice, in the defense against any claim asserted against it, but except as provided in this Section 17(J), unless the indemnitor has failed within 30 days after written demand to assume the defense against the claim, or expressly declined to assume the defense against the claim, the indemnitor will not, without not be responsible for the prior written consent of Indemnitee, settle or compromise any Indemnification Matter or consent to entry of any Judgment relating to any such Indemnification Matter, which settlement, compromise or Judgment does not include as an unconditional term the release of Indemnitee costs (including attorneys’ fees) incurred by the claimant indemnitee in respect of such Indemnification Matterso doing. Indemnitee will have the right to participate in any defense of an Indemnification Matter at any time at its own expense and Indemnitor will cooperate and cause its counsel to fully and promptly cooperate with Indemnitee and its counsel with respect to its In all events, participation in the defense of a claim by an indemnitee may not unreasonably interfere with the Indemnification Matterdefense against the claim by the indemnitor. 8.4.3 Indemnitor and Indemnitee will cooperate with each other to furnish access to all records and documents of Indemnitor relating to any Indemnification Matter.

Indemnification Matters. The Each Stockholder hereby acknowledges the indemnification obligations of the Equityholders pursuant to Article IX of the Merger Agreement and liabilities agrees to be bound by and to perform all obligations applicable to an Equityholder thereunder in accordance with the terms and conditions of, and subject to all of Indemnitor ----------------------- the limitations set forth in, Article IX of the Merger Agreement as fully as if such Stockholder were an original signatory to the Merger Agreement as an Equityholder thereunder. If such Stockholder is entitled to indemnification following the Effective Time under Section 8 6.5 of the Merger Agreement, such Stockholder acknowledges its rights to such indemnification. Notwithstanding those rights, each Stockholder hereby agrees that the availability of the indemnification of the Parent Indemnified Parties by the Equityholders will be determined without regard to any right to indemnification or contribution which such Stockholder may have in his or her capacity as a Company Indemnified Party, and such Stockholder will not be entitled to any contribution or reimbursement from the Parent, the Company or any of their respective Affiliates for amounts paid, owed or owing to Parent Indemnified Parties on behalf of such Stockholder for indemnification of Parent Indemnified Parties under Article IX of the Merger Agreement by reason of the fact that such Stockholder was a Company Indemnified Party (whether such claim is for Damages of any kind and whether such claim is pursuant to any Law, organizational document, Contract or otherwise). With respect to any claim brought by a Parent Indemnified Party against such Stockholder under the Merger Agreement or this Consent Agreement, each Stockholder expressly waives any right of subrogation, contribution, advancement, indemnification or other claim against the Company with respect to an Indemnification Matter any amounts owed or owing by third parties will be subject such Stockholder pursuant to the following terms and conditions: 8.4.1 If within 15 days after Indemnification Notice, Indemnitor fails to defend against such Indemnification Matter, Indemnitee will have the right to undertake the defense, compromise Merger Agreement or settlement of such Indemnification Matter on behalf of and for the account and at the risk and expense of Indemnitor subject to the right of Indemnitor to assume (with Indemnitee's consent) the defense of such Indemnification Matter at any time prior to settlement, compromise or final determination of such Indemnification Matterthis Consent Agreement. 8.4.2 Notwithstanding any provision of this Section 8 to the contrary, (a) if there is a reasonable probability that (i) an Indemnification Matter may materially and adversely affect Indemnitee other than as a result of money damages or other money payments or (ii) Indemnitor cannot provide Indemnitee with adequate assurance that it is capable of fulfilling its indemnification obligations under this Section 8, Indemnitee will have the right to defend, co- defend, reasonably compromise or settle such Indemnification Matter without Indemnitor's approval but after giving Indemnitor three days prior notice of such compromise or settlement and (b) Indemnitor will not, without the prior written consent of Indemnitee, settle or compromise any Indemnification Matter or consent to entry of any Judgment relating to any such Indemnification Matter, which settlement, compromise or Judgment does not include as an unconditional term the release of Indemnitee by the claimant in respect of such Indemnification Matter. Indemnitee will have the right to participate in any defense of an Indemnification Matter at any time at its own expense and Indemnitor will cooperate and cause its counsel to fully and promptly cooperate with Indemnitee and its counsel with respect to its participation in the defense of the Indemnification Matter. 8.4.3 Indemnitor and Indemnitee will cooperate with each other to furnish access to all records and documents of Indemnitor relating to any Indemnification Matter.