Common use of Indemnification of Certain Persons Clause in Contracts

Indemnification of Certain Persons. (a) All rights to indemnification by the Acquired Company existing in favor of those Persons (the “Indemnified Persons”) for their acts and omissions occurring prior to the Closing, as provided in the Acquired Company’s constitution (as in effect as of the date of this Agreement), shall survive the Sale and shall not be amended, repealed or otherwise modified, and shall be observed by the Acquired Company (and Buyer shall cause the Acquired Company to so observe) to the fullest extent available under applicable Laws, and any claim made requesting indemnification pursuant to such indemnification rights shall continue to be subject to this Section 5.2 (Indemnification of Certain Persons) and the indemnification rights provided under this Section 5.2 (Indemnification of Certain Persons) until disposition of such claim. (b) From the Closing until the [***] anniversary of the date on which the Closing occurs, Buyer shall, and shall cause the Acquired Company (together with its successors and assigns, the “Indemnifying Parties”) to, to the fullest extent permitted under applicable Laws, indemnify, defend and hold harmless each Indemnified Person against all losses, claims, damages, liabilities, fees, expenses, judgments or fines incurred by such Indemnified Person, to the extent arising out of or pertaining to any and all matters pending, existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, including any such matter arising under any claim with respect to the transactions contemplated herein. Without limiting the foregoing, the Indemnifying Parties shall also, to the fullest extent permitted under applicable Law, advance costs and expenses (including attorneys’ fees) incurred by the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to this Section 5.2(b) (Indemnification of Certain Persons) within 15 days after receipt by Buyer of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings to repay such advanced costs and expenses as required under appropriate circumstances. (c) In the event that Buyer or the Acquired Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or Entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Buyer shall ensure that the successors and assigns of Buyer or the Acquired Company, as the case may be, shall assume the obligations set forth in this Section 5.2 (Indemnification of Certain Persons). (d) The provisions of this Section 5.2 (Indemnification of Certain Persons) shall survive the consummation of the Sale and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and their successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Indemnified Person may have by contract or otherwise. This Section 5.2 (Indemnification of Certain Persons) may not be amended, altered or repealed after the Closing without the prior written consent of the affected Indemnified Person.

Indemnification of Certain Persons. From and after the Closing, Purchaser shall cause each Acquired Entity to comply with its obligations to indemnify, exculpate and hold harmless (a) All rights to indemnification including by the advancement of funds for expenses), to the fullest extent required by the applicable Organizational Documents, Operating Documents and indemnity agreements in effect as of the date hereof, each current (as of immediately prior to the Closing) and former director, manager, member, equityholder (including any Existing Equityholder), managing member and officer of any Acquired Company existing in favor Entity and current (as of those Persons immediately prior to the Closing) and former employee of any Acquired Entity acting as a fiduciary under any Benefit Plan (together with each such Person’s respective heirs, executors, successors and administrators, collectively, the “Acquired Entity Indemnified Persons”) for their acts against any costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, inquiries, penalties, liabilities and amounts paid in settlement incurred in connection with any actions or omissions by such Acquired Entity Indemnified Person existing or occurring prior to at or before the Closing, and such obligations shall survive the Closing and continue in full force and effect in accordance with the terms of the Organizational Documents, Operating Documents and any applicable indemnity agreements of the Acquired Entities in effect as provided of the date hereof for a period of six (6) years following the Closing; provided, however, that in the event any claim or claims are asserted or made within such six (6) year period, such obligations shall continue in respect of such claim or claims until the final disposition thereof. For a period of six (6) years following the Closing, Purchaser shall cause each Acquired Company’s constitution Entity to maintain in effect the indemnification, exculpation and advancement of expenses provisions of the Organizational Documents, Operating Documents and indemnity agreements of the Acquired Entities in respect of the Acquired Entity Indemnified Persons (in each case as in effect as of the date of this Agreement)hereof) and to not amend, shall survive the Sale and shall not be amended, repealed repeal or otherwise modified, and shall be observed by the Acquired Company (and Buyer shall cause the Acquired Company to so observe) to the fullest extent available under applicable Laws, and any claim made requesting indemnification pursuant to such indemnification rights shall continue to be subject to this Section 5.2 (Indemnification of Certain Persons) and the indemnification rights provided under this Section 5.2 (Indemnification of Certain Persons) until disposition of such claim. (b) From the Closing until the [***] anniversary of the date on which the Closing occurs, Buyer shall, and shall cause the Acquired Company (together with its successors and assigns, the “Indemnifying Parties”) to, to the fullest extent permitted under applicable Laws, indemnify, defend and hold harmless each Indemnified Person against all losses, claims, damages, liabilities, fees, expenses, judgments or fines incurred by such Indemnified Person, to the extent arising out of or pertaining to any and all matters pending, existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, including modify any such matter arising under provisions in any claim with respect to manner that would adversely affect the transactions contemplated herein. Without limiting the foregoing, the Indemnifying Parties shall also, to the fullest extent permitted under applicable Law, advance costs and expenses (including attorneys’ fees) incurred by the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to this Section 5.2(b) (Indemnification rights thereunder of Certain Persons) within 15 days after receipt by Buyer of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings to repay such advanced costs and expenses as required under appropriate circumstances. (c) In the event that Buyer or the any Acquired Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or Entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Buyer shall ensure that the successors and assigns of Buyer or the Acquired Company, as the case may be, shall assume the obligations set forth in this Section 5.2 (Indemnification of Certain Persons). (d) The provisions of this Section 5.2 (Indemnification of Certain Persons) shall survive the consummation of the Sale and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and their successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Indemnified Person may have by contract or otherwise. This Section 5.2 (Indemnification of Certain Persons) may not be amended, altered or repealed after the Closing without the prior written consent of the affected Indemnified Person.

Indemnification of Certain Persons. (a) All rights to indemnification by After the Acquired Company existing in favor of those Persons (the “Indemnified Persons”) for their acts and omissions occurring prior to the Stock Purchase Closing, as provided in the Acquired Company’s constitution (as in effect as of the date of this Agreement), Purchaser shall survive the Sale and shall not be amended, repealed or otherwise modified, and shall be observed by the Acquired Company (and Buyer shall cause the Acquired Company to so observe) to the fullest extent available under applicable Laws, and any claim made requesting indemnification pursuant to such indemnification rights shall continue to be subject to this Section 5.2 (Indemnification of Certain Persons) and the indemnification rights provided under this Section 5.2 (Indemnification of Certain Persons) until disposition of such claim. (b) From the Closing until the [***] anniversary of the date on which the Closing occurs, Buyer shall, and shall cause the Acquired Company (together with its successors and assigns, the “Indemnifying Parties”) to, to the fullest extent permitted under applicable Laws, indemnify, defend and hold harmless each the Indemnified Person Persons against any and all losses, claims, damages, liabilities, feescosts, expenses, judgments and amounts paid in settlement with the approval of Purchaser (which approval shall not be unreasonably withheld) in connection with any actual or fines incurred by such Indemnified Personthreatened claim, to the extent action, suit, proceeding or investigation arising out of or pertaining to any and all matters pending, existing action or omission occurring at or prior subsequent to the Closing, whether asserted or claimed prior to, at or after the Closing, Stock Purchase Closing (including any such matter arising under any claim with respect which arise out of or relate to the transactions contemplated hereinby this Agreement), to the full extent the Company would be permitted under Pennsylvania Law to indemnify such Indemnified Persons as the Company's own directors and officers. In addition, Purchaser shall pay expenses incurred by an Indemnified Person in advance of the final disposition of any such action or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that he, she or it is not entitled to be indemnified. Without limiting the foregoing, if any claim, action, suit, proceeding or investigation is brought against any Indemnified Person, Surviving Corporation shall be entitled to assume the Indemnifying Parties defense of any such action or proceeding. Upon assumption by Surviving Corporation of the defense of any such action or proceeding, the Indemnified Person shall alsohave the right to participate in such action or proceeding and to retain the Indemnified Person's own counsel, to the fullest extent permitted under applicable Law, advance costs and but neither Surviving Corporation nor Purchaser shall be liable for any legal fees or expenses (including attorneys’ fees) subsequently incurred by the Indemnified Persons Person in connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to this Section 5.2(b) (Indemnification of Certain Persons) within 15 days after receipt by Buyer of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings to repay such advanced costs and expenses as required under appropriate circumstances. (c) In the event that Buyer or the Acquired Company or any of their respective successors or assigns defense thereof unless (i) consolidates Surviving Corporation has agreed to pay such fees and expenses, (ii) the Indemnified Person shall have been advised by counsel that representation of the Indemnified Person by counsel provided by Purchaser is not possible due to conflicts of interest between Purchaser, Surviving Corporation and the Indemnified Person, or (iii) Surviving Corporation shall have failed in a timely manner to assume the defense of the matter; provided, however, that neither Surviving Corporation nor Purchaser shall, in connection with any one such action or merges into proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any other time for all Indemnified Persons unless the Indemnified Person shall have been advised by counsel that representation of the Indemnified Person by counsel provided by Surviving Corporation pursuant to the foregoing is not possible due to conflicts of interest between Surviving Corporation and the Indemnified Person. Neither Purchaser nor Surviving Corporation shall be liable for any settlement of any claim effected without its written consent, which consent shall not be unreasonably withheld. Neither Purchaser nor Surviving Corporation shall, except with the continuing or surviving corporation or Entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Buyer shall ensure that the successors and assigns of Buyer or the Acquired Company, as the case may be, shall assume the obligations set forth in this Section 5.2 (Indemnification of Certain Persons). (d) The provisions of this Section 5.2 (Indemnification of Certain Persons) shall survive the consummation of the Sale and are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons and their successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Indemnified Person may have by contract or otherwise. This Section 5.2 (Indemnification of Certain Persons) may not be amended, altered or repealed after the Closing without the prior written consent of the affected Indemnified Person, consent to entry of any judgment or enter into any settlement which does not include From and after the Stock Purchase Closing, Holdings will indemnify the Company from and against any and all amounts that the Company pays as indemnification (including any expenses advanced), whether pursuant to state law, the provisions of the Company's Articles of Incorporation or otherwise, to any person who serves as a director or officer of the Company and who was at the time of such service that gave rise to the applicable indemnification obligation also an employee of any affiliate of Parent.