Common use of Indemnification and Insurance Clause in Contracts

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8.

Indemnification and Insurance. The Purchaser shall and hereby covenants and agrees to indemnify and hold the Seller harmless for any losses, damages, costs, claims, and liabilities, including attorney's fees, caused by any negligent, reckless or intentional act of, or negligent or reckless failure to act by the Purchaser, or any of its agents, servants, employees, independent contractors, invitees, or licensees on, about, or with respect to the Property, and for any breach of this contract by the Purchaser or any of such persons, and this covenant of indemnification shall survive the delivery of the Seller's deed to the Purchaser. The Purchaser shall, at its own cost and expense, keep the improvements on the Property insured against loss or damage by fire, windstorm, and all other casualties covered by "all risk" endorsements available in the state of Washington and with such additional coverages or endorsements as the Seller may reasonably require from time to time. Said insurance shall be in an amount not less than the greater of (a) From and after the Effective Timeamount of coverage necessary to avoid the insured being treated as a co-insurer, Acquiror agrees that it shall indemnify and hold harmless each present and former director and officer or (b) 120% of the then unpaid principal balance of the Purchase Price for the Property, or (xc) Company such higher amount as may be required by the terms of any Prior Encumbrance, and each shall be placed with an insurance company authorized to do business in the state of its Subsidiaries Washington. All insurance policies shall expressly include the Seller as a named insured, shall contain a waiver of subrogation clause (in each case, solely to the extent acting in their capacity reasonably obtainable), and shall include provisions to the effect that they cannot be materially modified or canceled prior to Seller receiving not less than 20 days' advance written notice, and accurate and complete copies thereof shall be deposited with the Seller upon written request. In the event of loss or damage to the Property which is required to be insured hereunder, and except as such otherwise required by any Prior Encumbrance and the then holder thereof, the insurance proceeds shall, at the option of the Purchaser, be used to repair, rebuild, or replace all improvements and personal property which may have been destroyed or damaged to the extent such activities are related necessary to restore and replace them to substantially the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or same condition which existed immediately prior to the Effective Timecasualty, whether asserted subject to such modifications as may then be required by law or claimed prior toto which the Seller agrees in writing. Immediately upon receipt, at all insurance proceeds, together with any other sums required to complete the repairs and restorations, shall be placed in a construction disbursement account with an escrow agent or other persons jointly designated by the Seller and the Purchaser and shall be disbursed periodically in amounts corresponding to the percentage of completion of repairs; provided, however, in the event this contract is forfeited or foreclosed, any portion of such proceeds remaining after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law payment of properly incurred repair and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, replacement costs due as of the date of this Agreementsuch forfeiture or foreclosure sale shall be immediately paid to the Seller. No construction may be commenced until all sums required to pay the cost thereof have been deposited in the disbursement account. The expenses of said disbursement account and in obtaining percentage completion certificates shall be paid by the Purchaser, and (ii) the Purchaser shall be responsible for depositing in the disbursement account the amounts necessary to pay all costs of repairs, reconstruction, and replacements which are not amendcovered by the insurance proceeds. In the event the Purchaser desires to construct improvements which are materially different from those so damaged or destroyed, repeal it shall first obtain the Seller's written consent. All repairs and replacements shall be commenced within 60 days following the date the Purchaser elects to reconstruct and shall be continually pursued with due diligence. Subject to the terms of any Prior Encumbrances, any casualty insurance proceeds which are not used to pay for repairs or otherwise modify such provisions replacements permitted by the terms of this paragraph shall be paid to the Seller and applied against the principal balance last due hereunder, and the Seller shall accept the same notwithstanding any prepayment restriction in this contract. The Prepayment Premium shall not be added to any respect that would adversely affect the rights of those Persons thereunder, in each case, except as payments required by Lawthis paragraph. Acquiror If (a) a Prior Encumbrance and the then holder thereof does not permit the use of casualty insurance proceeds for repairs, or (b) the Purchaser does not elect to repair the damage, or (c) the Seller's consent to materially different improvements is not waived or given, or (d) the Purchaser does not deposit into the disbursement account all sums in excess of available insurance proceeds required for reconstruction by the date construction is required to commence, or (e) construction is not commenced when required or not continuously pursued (subject to delays beyond the reasonable control of the Purchaser), the Seller may require that all casualty insurance proceeds be immediately paid to the Seller (without addition of the Prepayment Premium) or to the holder of a Prior Encumbrance having a valid claim thereto which is prior to the Seller's. The Purchaser shall assumemake the elections provided for in this paragraph within 60 days following the date of casualty, and the Seller shall respond in writing to a written request to construct materially different improvements within 20 days after said request. Any failure of the Purchaser to make timely any such election shall enable the Seller to apply the insurance proceeds against the principal last due under this contract, and any failure of the Seller to respond timely to any such request shall be deemed an approval thereof. Damage to or destruction of the Property or any portion thereof shall not constitute a failure of consideration or provide a basis for the rescission of this contract, nor shall such circumstances relieve the Purchaser of its obligation to pay the remaining Installment Amounts when due. In the event of any failure of the Purchaser to obtain or pay timely any premiums for any insurance required by this paragraph, and if such failure is not rectified within any required notice period for remedial advances under this contract, the Seller may require the Purchaser to deposit with each Installment Amount an amount reasonably estimated by the Seller to be necessary to discharge the next ensuing premiums for said policies, said estimates to be adjusted by the Seller upon receipt of the premium invoices to reflect the actual amount of such liabilities. The payments so made which have not been applied against such liabilities shall be returned to the Purchaser with the delivery of the Seller's deed to the Purchaser. The Seller shall not be liable forfor interest on said deposits. If not retained in an escrow or collection account, each of said funds shall be maintained by the covenants Seller in a segregated account and expended for no other purpose, with interest thereon, if any, being added to the sums so held; provided, however, this Section 7.8account may be commingled with any tax reserve account under this contract.

Indemnification and Insurance. (a) From and after the Effective TimeSupplier shall indemnify, Acquiror agrees that it shall indemnify defend, and hold harmless each present Buyer and former director its affiliates, shareholders, officers and officer of the (x) Company employees from and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (and all claims, demands, actions, losses, damages, liabilities, costs, and expenses, including reasonable but not limited to attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigativerelating to, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to connection with (i) maintain for a period of not less than six (6) years from the Effective Time provisions in Supplier, its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Companyagents, Acquiror or their respective Subsidiariessubcontractors, as applicableand/or lower tier subcontractors performance hereunder, in each case, as of the date of this Agreement, and (ii) not amendany act or omission of Supplier, repeal its employees, agents, subcontractors, and/or lower tier subcontractors in the performance hereunder or otherwise modify (iii) any Components supplied by Supplier under this Purchase Order. In the event Supplier, its employees, agents, subcontractors, and/or lower tier subcontractors enter premises occupied by or under the control of Buyer or third parties in the performance of this Purchase Order, Supplier shall indemnify, hold harmless and defend Buyer and its affiliates, shareholders, officers and employees from any loss, cost, damage, expense or liability by reason of property damage or personal injury, including Supplier’s employees, of any nature or kind whatsoever arising out of, as a result of, or in connection with such provisions performance occasioned in whole or in part by the actions or omissions of Supplier, its employees, agents, subcontractors, and/or lower tier subcontractors. Without in any respect that would adversely affect way limiting the rights foregoing undertakings, Supplier and its subcontractors and/or lower tier subcontractors shall maintain insurance, naming Buyer as an additional insured, adequate to cover any products liability, public liability, property damage and automobile liability or any damage incurred in connection with Supplier’s performance of those Persons thereunderany work on or about Buyer’s premises and shall maintain proper Workmen’s Compensation insurance covering all employees performing this Purchase Order. If requested by Buyer, in each case, except as required by Law. Acquiror shall assume, and be liable for, each Supplier will furnish certificates of insurance from its insurance carriers evidencing compliance with the covenants in this Section 7.8foregoing obligation.

Indemnification and Insurance. (a) From Parent and after the Effective TimeMerger Sub agree that all rights to exculpation and indemnification, Acquiror agrees that it shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely including rights to the extent acting in their capacity as such and to the extent such activities are related to the business advancement of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Partiesexpenses, the “D&O Indemnified Parties”) against any costs for acts or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of the current or former directors, officers or employees, as the case may be (the “Indemnified Parties”), of the Company or its Subsidiaries as provided in their respective certificate of incorporation or by-laws or in any agreement shall survive the Merger and shall continue in full force and effect for a period of six (6) years from and after the Effective Time. For a period of six (6) years from and after the Effective Time, Parent and Surviving Company shall (i) maintain in effect (A) the current provisions regarding indemnification of and the advancement of expenses to officers and directors contained in the Company Organizational Documents (or comparable organizational documents) of each of the Company and its Subsidiaries and (B) any indemnification agreements of the Company and its Subsidiaries with any of their respective directors, officers and employees existing as on the date hereof, and (ii) jointly and severally indemnify the Indemnified Parties to the fullest extent that permitted by applicable Law. For purposes of the foregoing: (i) in the event any claim is asserted within the six-year period during which Parent and the Surviving Company are required to maintain the indemnification arrangements of the Company and its Subsidiaries, all such rights in respect of any such claim shall continue until disposition thereof; and (ii) any determination required to be made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under the DGCL, the Company Organizational Documents (or the organizational documents of the Surviving Company, Acquiror ) or their respective Subsidiariesany such agreement, as the case may be, would have been permitted under applicable Law for purposes of the allowance of indemnification or advancement of expenses, shall be made by independent legal counsel selected by such Indemnified Party and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement reasonably acceptable to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law)Parent. Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for For a period of not less than six (6) years from and after the Effective Time provisions Time, the Surviving Company shall either cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company or its Governing Documents concerning Subsidiaries or provide substitute policies or purchase a “tail policy,” in either case, of at least the indemnification same coverage and exoneration amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured with respect to claims arising from facts or events that occurred on or before the Effective Time, except that in no event shall the Surviving Company be required to pay with respect to such insurance policies in respect of any one policy year more than 250% of the annual premium paid by the Company for such insurance for the fiscal year ending June 30, 2008 (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employeesthe “Maximum Amount”), and agents that are no less favorable if the Surviving Company is unable to those Persons than obtain the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as insurance required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.85.12 it shall obtain as much comparable insurance as possible for an annual premium equal to the Maximum Amount.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it to the fullest extent permitted under applicable Laws, Parent shall, and shall cause the Surviving Entity to, (i) indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) Person against any reasonable costs or expenses (including reasonable attorneys’ fees and all other reasonable costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Proceeding, including any Proceeding relating to a claim for indemnification or advancement brought by an Indemnified Person), judgments, fines, losses, claims, damages or liabilities incurred liabilities, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) in connection with any Legal actual or threatened Proceeding, whether civiland, criminalupon receipt by Parent of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined in a final and non-appealable judgment entered by a court of competent jurisdiction that the Indemnified Person is not entitled to be indemnified, administrative or investigativeprovide advancement of expenses with respect to each of the foregoing to, arising out all Indemnified Persons and (ii) honor the provisions regarding elimination of or pertaining to matters existing or occurring at or liability of officers and directors, indemnification of officers, directors and employees and advancement of expenses contained in the Organizational Documents of the Partnership and the General Partner immediately prior to the Effective Time, whether asserted and ensure that the Organizational Documents of the Partnership and the General Partner or claimed prior toany of their respective successors or assigns, at or after if applicable, shall, for a period of six years following the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time contain provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable with respect to those Persons than the provisions indemnification, advancement of expenses and exculpation of present and former directors, officers and employees of the Governing Documents Partnership and the General Partner than are presently set forth in such Organizational Documents. Any right of the Companyan Indemnified Person pursuant to this Section 6.6(a) shall not be amended, Acquiror or their respective Subsidiariesrepealed, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal terminated or otherwise modify such provisions modified at any time in any respect a manner that would adversely affect the rights of those Persons thereunder, in each case, except such Indemnified Person as required by Law. Acquiror shall assumeprovided herein, and shall be liable forenforceable by such Indemnified Person and their respective heirs and Representatives against Parent, each of the covenants in this Section 7.8Surviving Entity and the General Partner and their respective successors and assigns.

Indemnification and Insurance. (a) From and after the Effective TimeSupplier shall release, Acquiror agrees that it shall indemnify and defend, hold harmless each present and former director indemnify Buyer (who shall control its own defense), its affiliates and officer its/their respective directors, officers, employees, representatives, successors, assigns, distributors, dealers, affiliates, customers and all other users of the (x) Company Products and/or Services and each Deliverables during the term of its Subsidiaries (in each casethis Contract and thereafter, solely to the extent acting in their capacity as such from and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs and all actual or expenses (including reasonable attorneys’ fees)alleged claims, demands, losses, judgments, finesdamages, lossescosts, claims, damages expenses or liabilities incurred in connection with any Legal Proceeding(including attorney fees, whether civiloverhead and court costs), criminalincluding without limitation claims for death, administrative personal injury, or investigativeproperty damage, resulting from, arising out of or pertaining in any way connected with any act, failure to matters existing act, neglect or occurring at omission of Supplier or prior to Supplier Personnel during the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date performance of this Agreement to indemnify such D&O Indemnified Parties (Contract, including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to without limitation: (i) maintain for a period breach of not less than six any Supplier representations or warranties hereunder; (6ii) years from any failure of Products and/or Services and Deliverables to comply with applicable specifications (functional, design or otherwise), requirements or certifications hereunder; (iii) the Effective Time provisions negligence, willful misconduct or other tortious conduct of Supplier or Supplier Personnel in its Governing Documents concerning the indemnification and exoneration design, manufacture or otherwise with respect to Products or Deliverables or parts therefor, in Services rendered hereunder or otherwise in connection herewith; (including provisions iv) claims based on strict or product liability relating to expense advancementProducts and/or Deliverables; (v) failure to warn or inadequate warnings or instructions; (vi) failure of Acquiror’s Products and/or Deliverables to perform in accordance with their intended use; and its Subsidiaries’ former (vii) (A) representations or statements of Supplier or Supplier Personnel to third parties on behalf of Buyer not specifically authorized by Buyer in this Contract nor otherwise authorized in advance and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreementwriting by Buyer, and (iiB) a violation by Supplier or Supplier Personnel of any applicable law, regulation or order. Buyer reserves the right to settle all such claims at its own expense, but such settlement shall not amendrelieve Supplier from any of its liabilities under this Contract. Supplier agrees to include this clause in all related subcontracts. Upon Xxxxx’s request, repeal or otherwise modify such Supplier shall advance all attorneys’ fees and other dispute resolution expenses related to any indemnified claim. The provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.818 shall survive the termination or expiration of this Contract.

Indemnification and Insurance. (a) From and after 9.1.1 The Company shall to the Effective Timefullest extent permitted under applicable Law or its Organizational Documents, Acquiror agrees that it shall indemnify and hold harmless harmless, each present and former director and director, officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business or employee of the Company being acquired under this Agreement) (collectively, the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or damages, liabilities incurred and amounts paid in settlement in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, Proceeding (x) arising out of or pertaining to matters existing the transactions contemplated by this Agreement or (y) otherwise with respect to any acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective TimeClosing Date (“Company Damages”), to the fullest same extent that as provided in the Company, Acquiror ’s Organizational Documents or their respective Subsidiaries, any applicable contract or agreement as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoinghereof, Acquiror shall, and shall cause its Subsidiaries to (i) maintain in each case for a period of not less than six two years after the Closing Date. In the event of any such Proceeding (6whether arising before or after the Closing Date), (i) years from any counsel retained by the Effective Time provisions in its Governing Documents concerning Company Indemnified Parties for any period after the indemnification and exoneration (including provisions relating Closing Date shall be reasonably satisfactory to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror (ii) after the Closing Date, the Company shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received, provided that the Company Indemnified Parties shall be required to reimburse the Company for such payments in the circumstances and to the extent required by the Company’s Organizational Documents, any applicable contract or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreementagreement or applicable Law, and (iiiii) the Company will cooperate in the defense of any such matter; provided, however, that the Company shall not amendbe liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunderfurther, that, in the event that any claim or claims for indemnification are asserted or made within such one (1) year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. The Company Indemnified Parties as a group may retain only one law firm to represent them in each caseapplicable jurisdiction with respect to any single action unless there is, except as required by Law. Acquiror shall assumeunder applicable standards of professional conduct, and be liable fora conflict on any significant issue between the positions of any two or more Company Indemnified Parties, in which case each Company Indemnified Person with respect to whom such a conflict exists (or group of the covenants such Company Indemnified Persons who among them have no such conflict) may retain one separate law firm in this Section 7.8each applicable jurisdiction.

Indemnification and Insurance. (a) From Parent, Merger Sub and after the Effective TimeGP Merger Sub agree that all rights to exculpation, Acquiror agrees that it shall indemnify indemnification and hold harmless each present and former director and officer advancement of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs expenses for acts or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to now existing in favor of any of the fullest extent that current or former Indemnified Parties as provided in the CompanyOrganizational Documents of the Partnership, Acquiror the General Partner or their respective Subsidiariesany Subsidiary thereof or in any agreement between the Partnership, as the case may beGeneral Partner or any Subsidiary thereof, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shallone hand, and the Indemnified Party, on the other hand, shall cause its Subsidiaries to (i) maintain for survive the Mergers and shall continue in full force and effect. For a period of not less than six (6) years from the Effective Time provisions Time, Parent and the Surviving Entities shall maintain in its Governing Documents concerning the effect any and all exculpation, indemnification and exoneration (including provisions relating to expense advancement) advancement of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the expenses provisions of the Governing Partnership’s, the General Partner’s and any of their respective Subsidiaries’ Organizational Documents in effect immediately prior to the Effective Time (including the Organizational Documents of the CompanyPartnership and the General Partner) or in any indemnification agreements of the General Partner, Acquiror the Partnership or their respective Subsidiaries, as applicable, Subsidiaries with any of their respective current or former Indemnified Parties in each case, as of effect immediately prior to the date of this AgreementEffective Time, and (ii) shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions (and Parent, Merger Sub and GP Merger Sub shall not authorize or consent to any such amendment, repeal or other modification) of the Surviving Entities’ certificate of limited partnership, certificate of formation, partnership agreement and limited liability company agreement, as applicable, in any respect manner that would adversely affect the rights thereunder of those Persons thereunderany individuals who immediately before the Effective Time were current or former Indemnified Parties; provided, however, that all rights to indemnification in each caserespect of any Action pending or asserted or any claim made within such period shall continue until the final disposition of such Action or resolution of such claim. From and after the Effective Time, except as required by Law. Acquiror Parent shall assume, be jointly and be severally liable for, and honor, guaranty and stand surety for, and shall cause the GP Surviving Entity, Surviving Entity and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 7.85.10 without limit as to time.

Indemnification and Insurance. (a) From and after the Effective TimeDate, Acquiror agrees that it Parent and the Surviving Corporation and their respective successors shall indemnify indemnify, defend and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each casePerson who is now, solely or has been at any time prior to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs date hereof or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or who becomes prior to the Effective Time, whether asserted an officer or claimed prior todirector of the Company or any of the Subsidiaries (the "Covered Parties") against all losses, at claims, damages, costs, expenses (including reasonable attorneys' fees and expenses), liabilities or after judgments or amounts that are paid in settlement with the Effective Timeapproval of the indemnifying party (which approval shall not be unreasonably withheld or delayed) incurred in connection with any threatened or actual action, suit or proceeding based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director or officer of the Company ("Indemnified Liabilities"), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, this Agreement or the transactions contemplated hereby, in each case to the fullest extent that a corporation is permitted by law to indemnify its own directors or officers, as the case may be. In the event any such claim, action, suit, proceeding or investigation is brought against any Covered Party, the indemnifying parties shall assume and direct all aspects of the defense thereof, including settlement, and the Covered Party shall cooperate in the defense of any such matter. The Covered Party shall have a right to participate in (but not control) the defense of any such matter with its own counsel and at its own expense. Notwithstanding the right of the indemnifying parties to assume and control the defense of such litigation, claim or proceeding, such Covered Party shall have the right to employ separate counsel and to participate in the defense of such litigation, claim or proceeding, and the indemnifying parties shall bear the fees, costs and expenses of such separate counsel and shall pay such fees, costs and expenses promptly after receipt of an invoice from such Covered Party if (i) the use of counsel chosen by the indemnifying parties to represent such Covered Party would present such counsel with a conflict of interest, (ii) the defendants in, or targets of, any such litigation, claim or proceeding shall have been advised by counsel that there may be legal defenses available to it or to other Covered Parties which are different from or in addition to those available to the indemnifying parties or (iii) the indemnifying parties shall not have employed counsel satisfactory to such Covered Party, in the exercise of the Covered Party's reasonable judgment, to represent such Covered Party within a reasonable time after notice of the institution of such litigation, claim or proceeding. The Covered Parties as a group shall be represented by a single law firm (plus no more than one local counsel in any jurisdiction) with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Covered Parties. The indemnifying parties shall not settle any such matter unless (i) the Covered Party gives prior written consent, which shall not be unreasonably withheld or delayed, or (ii) the terms of the settlement provide that the Covered Party shall have no responsibility for the discharge of any settlement amount and impose no other obligations or duties on the Covered Party, and the settlement discharges all rights against the Covered Party with respect to such matter. Any Covered Party wishing to claim indemnification under this Section 5.5, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent and the Surviving Corporation (but the failure so to notify shall not relieve the indemnifying party from any liability which it may have under this Section 5.5, except to the extent such failure materially prejudices the indemnifying parties). Each Covered Party shall be entitled to the advancement of expenses to the full extent permitted by law in connection with any such action (subject to tendering any undertaking to repay such expenses, to the extent required by applicable law). Notwithstanding the foregoing, in the event that there is any conflict between this Section 5.5(a) and the terms of the Amended and Restated Certificate of Incorporation or Amended and Restated By-Laws of the Company, Acquiror or their respective Subsidiariesthe Amended and Restated Certificate of Incorporation and/or Amended and Restated By-laws, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8prevail.

Indemnification and Insurance. (a) From and after the First Effective Time, Acquiror agrees that it shall indemnify and hold harmless each present and former director director, manager and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its their respective Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the First Effective Time, whether asserted or claimed prior to, at or after the First Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents Governing Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause the Surviving Entity and each of its Subsidiaries to (i) maintain for a period of not less than six (6) years from the First Effective Time provisions in its Governing Documents concerning the indemnification indemnification, exculpation and exoneration (including provisions relating to expense advancement) of Acquiror’s officers and its Subsidiaries’ former and current officers, directors, employees, and agents /managers that are no less favorable to those Persons than the provisions of the such Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror Parent agrees that it shall indemnify and hold harmless each present and current or former director and officer director, manager or officer, as the case may be, of the (x) Company Company, Parent and each of its their respective Subsidiaries (in each caseeach, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Partiessuch person’s heirs, the executors or administrators, a “D&O Indemnified PartiesParty”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror Parent or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror Parent agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of each D&O Indemnified Party, as provided in the applicable organizational documents or in any indemnification agreement with the Company, Parent or their respective Subsidiaries set forth on Schedule 8.01(a) shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Date, Parent shall, and shall cause the Surviving Entity and its Subsidiaries to (i) to, maintain for a period in effect exculpation, indemnification and advancement of not less than six (6) years from the Effective Time expenses provisions in its Governing Documents concerning the indemnification organizational documents of Parent, the Company and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are their respective Subsidiaries no less favorable to those Persons the D&O Indemnified Parties than the similar provisions included in the organizational documents of Parent, the Governing Documents of the Company, Acquiror or Company and their respective Subsidiaries, as to the extent applicable, as in each caseeffect immediately prior to the Closing Date or in any indemnification agreements of Parent, the Company and their respective Subsidiaries with any D&O Indemnified Party as in effect as of immediately prior to the date of this AgreementClosing Date, and (ii) Parent shall not, and shall cause the Surviving Entity and its Subsidiaries not to, amend, repeal or otherwise modify any such provisions in any respect manner that would adversely affect the rights thereunder of those Persons thereunderany D&O Indemnified Party, in each case, except as required by Law; provided, however, that all rights to indemnification or advancement of expenses in respect of any Actions pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. Acquiror shall assumeFrom and after the Closing Date, Parent shall, and be liable forshall cause the Surviving Entity and its Subsidiaries to, honor, in accordance with their respective terms, each of the covenants contained in this Section 7.88.01 without limit as to time.

Indemnification and Insurance. (a) From and after 7.1.1 The Acquiror Company shall to the Effective Timefullest extent permitted under applicable Law or its Organizational Documents, Acquiror agrees that it shall indemnify and hold harmless harmless, each present and former director and director, officer or employee of the Acquiror Company (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Partiescollectively, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or damages, liabilities incurred and amounts paid in settlement in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, Proceeding (x) arising out of or pertaining to matters existing the transactions contemplated by this Agreement or (y) otherwise with respect to any acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective TimeClosing Date (“Damages”), to the fullest same extent that as provided in the Acquiror Company, Acquiror ’s Organizational Documents or their respective Subsidiaries, any applicable contract or agreement as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoinghereof, Acquiror shall, and shall cause its Subsidiaries to (i) maintain in each case for a period of not less than six five years after the Closing Date. In the event of any such Proceeding (6whether arising before or after the Closing Date), (i) years from any counsel retained by the Effective Time provisions in its Governing Documents concerning Indemnified Parties for any period after the indemnification and exoneration (including provisions relating Closing Date shall be reasonably satisfactory to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Acquiror Company, (ii) after the Closing Date, the Acquiror Company shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received, provided that the Indemnified Parties shall be required to reimburse the Acquiror Company for such payments in the circumstances and to the extent required by the Acquiror Company’s Organizational Documents, any applicable contract or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreementagreement or applicable Law, and (iiiii) the Acquiror Company will cooperate in the defense of any such matter; provided, however, that the Acquiror Company shall not amendbe liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunderfurther, that, in the event that any claim or claims for indemnification are asserted or made within such five-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm to represent them in each caseapplicable jurisdiction with respect to any single action unless there is, except as required by Law. Acquiror shall assumeunder applicable standards of professional conduct, and be liable fora conflict on any significant issue between the positions of any two or more Indemnified Parties, in which case each Indemnified Person with respect to whom such a conflict exists (or group of the covenants such Indemnified Persons who among them have no such conflict) may retain one separate law firm in this Section 7.8each applicable jurisdiction.

Indemnification and Insurance. (a) From and In the event that during or after the Effective TimeTerm of Employment, Acquiror agrees that it shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (Employee is made a party or is threatened to be made a party to or is involved in each caseany action, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs suit or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceedingproceeding, whether civil, criminal, administrative or investigativeinvestigative ("proceeding"), arising out by reason of the fact that he is or was a director or officer, employee or agent of or pertaining is or was serving at the request of Employer as a director or officer, employee or agent or another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to matters existing or occurring at or prior to the Effective Timeemployee benefit plans, whether asserted the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or claimed prior toagent or in any other capacity while serving as a director, at officer, employee or after the Effective Timeagent, Employee shall be indemnified and held harmless by Employer to the fullest extent that authorized by the Company, Acquiror or their respective SubsidiariesDelaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case may beof any such amendment, would have been only to the extent such amendment permits Employer to provide broader indemnification rights than said law permitted under applicable Law Employer to provide prior to such amendment) against all expenses, liabilities and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties losses (including the advancing of expenses as attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred to the fullest extent permitted under applicable Law)or suffered by Employee in connection therewith. Without limiting the foregoing, Acquiror shall, Such right shall be a contract right and shall cause include the right to be paid by Employer expenses incurred in defending any such proceeding in advance of its Subsidiaries final disposition; provided, however, that the payment of such expenses incurred by Employee in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by Employee while a director or officer, including, without limitation, service to (ian employee benefit plan) in advance of the final disposition of such proceeding will be made only upon delivery to Employer of an undertaking, by or on behalf of Employee, to repay all amounts to so advanced if it should be determined ultimately that Employee is not entitled to be indemnified under this section or otherwise. Employer agrees that it will maintain Directors and Officers Insurance during the Term of Employment and for a period of three (3) years thereafter covering Employee and the other officers and directors of Employer in the amount of not less than six Six Million Dollars (6) years from $6,000,000). In the Effective Time provisions event that such Directors and Officers Insurance is not commercially available to Employer, Employer will create a self-insurance reserve for all liabilities which would otherwise be covered by Directors and Officers Insurance in its Governing Documents concerning the indemnification amount of Six Million Dollars ($6,000,000), which reserve shall be maintained in a separate escrow account and exoneration (used exclusively for payment of liabilities, judgments, settlements or claims against officers and directors of Employer, including provisions relating to expense advancement) Employee, which would otherwise have been the subject of Acquiror’s Directors and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8Officers Insurance.

Indemnification and Insurance. (a) From and after 8.1.1 The Acquiror shall to the Effective Timefullest extent permitted under applicable Law or its Organizational Documents, Acquiror agrees that it shall indemnify and hold harmless harmless, each present and former director and director, officer or employee of the Acquiror or any Acquiror Subsidiary (x) Company and each of its Subsidiaries (in each casecollectively, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company "Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”") against any costs or expenses (including reasonable attorneys’ ' fees), judgments, fines, losses, claims, damages or damages, liabilities incurred and amounts paid in settlement in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, Proceeding (x) arising out of or pertaining to matters existing the transactions contemplated by this Agreement or (y) otherwise with respect to any acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective TimeClosing Date, to the fullest same extent that as provided in the Company, Acquiror Acquiror's Organizational Documents or their respective Subsidiaries, any applicable contract or agreement as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoinghereof, Acquiror shall, and shall cause its Subsidiaries to (i) maintain in each case for a period of not less than six two years after the Closing Date. In the event of any such Proceeding (6whether arising before or after the Closing Date), (i) years from any counsel retained by the Effective Time provisions Indemnified Parties for any period after the Closing Date shall be reasonably satisfactory to the Acquiror, (ii) after the Closing Date, the Acquiror shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received, provided that the Indemnified Parties shall be required to reimburse the Acquiror for such payments in its Governing Documents concerning the indemnification circumstances and exoneration (including provisions relating to expense advancement) of the extent required by the Acquiror’s and its Subsidiaries’ former and current officers's Organizational Documents, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror any applicable contract or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreementagreement or applicable Law, and (iiiii) the Acquiror will cooperate in the defense of any such matter; provided, however, that the Acquiror shall not amendbe liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunderfurther, that, in the event that any claim or claims for indemnification are asserted or made within such two-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm to represent them in each caseapplicable jurisdiction with respect to any single action unless there is, except as required by Law. Acquiror shall assumeunder applicable standards of professional conduct, and be liable fora conflict on any significant issue between the positions of any two or more Indemnified Parties, in which case each Indemnified Person with respect to whom such a conflict exists (or group of the covenants such Indemnified Persons who among them have no such conflict) may retain one separate law firm in this Section 7.8each applicable jurisdiction.

Indemnification and Insurance. (a) From and after 8.6.1 The Acquiror shall to the Effective Timefullest extent permitted under applicable Law or its Organizational Documents, Acquiror agrees that it shall indemnify and hold harmless harmless, each present and former director and director, officer or employee of the Acquiror (x) Company and each of its Subsidiaries (in each casecollectively, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company "Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”") against any costs or expenses (including reasonable attorneys’ ' fees), judgments, fines, losses, claims, damages or damages, liabilities incurred and amounts paid in settlement in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, Proceeding (x) arising out of or pertaining to matters existing the transactions contemplated by this Agreement or (y) otherwise with respect to any acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective TimeClosing Date, to the fullest same extent that as provided in the Company, Acquiror Acquiror's Organizational Documents or their respective Subsidiaries, any applicable contract or agreement as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoinghereof, Acquiror shall, and shall cause its Subsidiaries to (i) maintain in each case for a period of not less than six two years after the Closing Date. In the event of any such Proceeding (6whether arising before or after the Closing Date), (i) years from any counsel retained by the Effective Time provisions Indemnified Parties for any period after the Closing Date shall be reasonably satisfactory to the Acquiror, (ii) after the Closing Date, the Acquiror shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received, provided that the Indemnified Parties shall be required to reimburse the Acquiror for such payments in its Governing Documents concerning the indemnification circumstances and exoneration (including provisions relating to expense advancement) of the extent required by the Acquiror’s and its Subsidiaries’ former and current officers's Organizational Documents, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror any applicable contract or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreementagreement or applicable Law, and (iiiii) the Acquiror will cooperate in the defense of any such matter; provided, however, that the Acquiror shall not amendbe liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunderfurther, that, in the event that any claim or claims for indemnification are asserted or made within such two-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm to represent them in each caseapplicable jurisdiction with respect to any single action unless there is, except as required by Law. Acquiror shall assumeunder applicable standards of professional conduct, and be liable fora conflict on any significant issue between the positions of any two or more Indemnified Parties, in which case each Indemnified Person with respect to whom such a conflict exists (or group of the covenants such Indemnified Persons who among them have no such conflict) may retain one separate law firm in this Section 7.8each applicable jurisdiction.

Indemnification and Insurance. (a) From During the Employment Period and after for so long thereafter as liability exists with regard to your activities during the Effective Time, Acquiror agrees that it shall indemnify and hold harmless each present and former director and officer Employment Period on behalf of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror its subsidiaries or their respective Subsidiariesaffiliates, or as a fiduciary of any benefit plan of any of them, the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to Company shall indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred you to the fullest extent permitted under by applicable Lawlaw (other than in connection with your gross negligence or willful misconduct). Without limiting the foregoing, Acquiror shall, and shall cause at the Company’s election provide you with legal representation or shall advance to you reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from you to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that you were not entitled to the reimbursement of such fees and expenses). During the Employment Period and for so long as liability exists thereafter you shall be entitled to the protection of any insurance policies the Company shall elect to maintain generally for the benefit of its Subsidiaries active directors and officers (“Directors and Officers Insurance”) against all costs, charges and expenses incurred or sustained by you in connection with any action, suit or proceeding to which you may be made a party by reason of your being or having been a director, officer or employee of the Company or any of its subsidiaries or affiliates or your serving or having served any other enterprise or benefit plan as a director, officer, fiduciary or employee at the request of the Company (i) maintain for a period of not less other than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions any dispute, claim or controversy arising under or relating to expense advancement) of Acquiror’s this Agreement); provided that you shall, in all cases, be entitled to Directors and its Subsidiaries’ former and current officers, directors, employees, and agents that are Officers Insurance coverage no less favorable than that (if any) provided to those Persons than the provisions of the Governing Documents any other present director or officer of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it to the fullest extent permitted under applicable Laws, Parent shall, and shall cause the Surviving Entity to, (i) indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) Person against any reasonable costs or expenses (including reasonable attorneys’ fees and all other reasonable costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Proceeding, including any Proceeding relating to a claim for indemnification or advancement brought by an Indemnified Person), judgments, fines, losses, claims, damages or liabilities incurred liabilities, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) in connection with any Legal actual or threatened Proceeding, whether civiland, criminalupon receipt by Parent of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined in a final and non-appealable judgment entered by a court of competent jurisdiction that the Indemnified Person is not entitled to be indemnified, administrative or investigativeprovide advancement of expenses with respect to each of the foregoing to, arising out all Indemnified Persons and (ii) honor the provisions regarding elimination of or pertaining to matters existing or occurring at or liability of officers and directors, indemnification of officers, directors and employees and advancement of expenses contained in the Organizational Documents of the Partnership and the General Partner immediately prior to the Effective Time, whether asserted and ensure that the Organizational Documents of the Partnership and the General Partner or claimed prior toany of their respective successors or assigns, at or after if applicable, shall, for a period of six years following the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time contain provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable with respect to those Persons than the provisions indemnification, advancement of expenses and exculpation of present and former directors, officers and employees of the Governing Documents Partnership and the General Partner than are presently set forth in such Organizational Documents. Any right of the Companyan Indemnified Person pursuant to this Section 6.6(a) shall not be amended, Acquiror or their respective Subsidiariesrepealed, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal terminated or otherwise modify such provisions modified at any time in any respect a manner that would adversely affect the rights of those Persons thereunder, in each case, except such Indemnified Person as required by Law. Acquiror shall assumeprovided herein, and shall be liable forenforceable by such Indemnified Person and their respective heirs and Representatives against Parent, each of the covenants in this Section 7.8Partnership and the General Partner and their respective successors and assigns.

Indemnification and Insurance. (a) From Purchaser covenants and after the Effective Time, Acquiror agrees that it shall indemnify and hold harmless each present and former director and officer all rights to indemnification (including, without limitation, rights to mandatory advancement of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”expenses) and (y) Acquiror all limitations of liability existing in favor of indemnified parties under Target’s Articles of Incorporation and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, Bylaws as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on as of the date of this Agreement with respect to indemnify matters occurring prior to or at the Effective Time (an “Indemnified Party”) shall survive the Company Merger and shall continue in full force and effect, without any amendment thereto, for a period concurrent with the applicable statute of limitations; provided, however, that all rights to indemnification in respect of any claim asserted or made as to which Purchaser is notified in writing within such D&O Indemnified Parties (including period shall continue until the advancing final disposition of expenses as incurred to the fullest extent permitted under applicable Law)such claim. Without limiting the foregoing, Acquiror in any case in which approval is required to effect any indemnification, the determination of any such approval shall be made, at the election of the Indemnified Party, by independent counsel mutually agreed upon between Purchaser and the Indemnified Party. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made against Purchaser under such subparagraph, notify Purchaser in writing of the commencement thereof. In case any such action shall be brought against any Indemnified Party, Purchaser shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and, after notice from Purchaser to such Indemnified Party of its election so to assume the defense thereof, Purchaser shall not be liable to such Indemnified Party under such subparagraph for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party; provided, however, if Purchaser elects not to assume such defense or if counsel for the Indemnified Party advises Purchaser in writing that there are material substantive issues that raise conflicts of interest between Purchaser or Target and shall cause its Subsidiaries the Indemnified Party, such Indemnified Party may retain counsel satisfactory to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employeesit, and agents that Purchaser shall pay all reasonable fees and expenses of such counsel for the Indemnified Party promptly as statements therefor are no less favorable received. Notwithstanding the foregoing, Purchaser shall not be obligated to those Persons pay the fees and expenses of more than one counsel for all Indemnified Parties in respect of such claim unless in the provisions reasonable judgment of the Governing Documents an Indemnified Party a conflict of the Company, Acquiror or their respective Subsidiaries, as applicable, interest exists between an Indemnified Party and any other Indemnified Parties in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify respect to such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8claims.

Indemnification and Insurance. (a) From Beginning on the Effective Date and continuing thereafter, including after the Effective Timetermination of Executive’s employment hereunder, Acquiror agrees that it the Company shall indemnify indemnify, defend and hold the Executive harmless each present from and former director against any and officer all Expenses, liabilities, damages, costs, judgments, penalties, fines and amounts paid in settlement, incurred by Executive in connection with any Proceeding involving her by reason of the (x) Company and each of its Subsidiaries (in each caseher being or having been an officer, solely to the extent acting in their capacity as such and to the extent such activities are related to the business director, employee or agent of the Company being acquired (or any affiliate of the Company) to the fullest extent permitted by law, whether or not Executive is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding, and whether or not Executive is successful in such Proceeding. In addition, upon receipt from Executive of (i) a written request for an advancement of Expenses which Executive reasonably believes will be subject to indemnification hereunder and (ii) a written undertaking by Executive to repay any such amounts if it shall ultimately be determined that she is not entitled to indemnification under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with Agreement or otherwise, the Company Indemnified Partiesshall advance such Expenses to Executive or pay such Expenses for Executive, all in advance of the final disposition of any such matter. The provisions of the preceding two sentences shall survive the termination of Executive’s employment hereunder for any reason whatsoever and the termination of this Agreement. The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Executive may at any time be entitled under applicable law, the Certificate of Incorporation, the By-Laws of the Company, any other agreement, a vote of stockholders or a resolution of the Board, or otherwise. For purposes hereof, “D&O Indemnified Parties”) against any costs or Expenses” shall include all reasonable fees and expenses (including including, without limitation, reasonable attorneys’ fees), judgmentsretainers, finescourt costs, lossestranscript costs, claimsfees of experts, damages or liabilities witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and disbursements and expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding; and “Proceeding” shall include (without limitation) any Legal Proceedingand all proceedings, including, without limitation, actions, suits, arbitrations, alternative dispute resolution mechanisms, investigations, administrative hearings and other proceedings, whether civil, criminal, administrative or investigative, arising out and whether or not by or in the right of or pertaining to matters existing or occurring at or prior to the Company. Beginning on the Effective TimeDate and continuing thereafter, whether asserted or claimed prior to, at or including after the Effective Timetermination of Executive’s employment hereunder, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would Executive shall have been permitted coverage under applicable Law a director’s and its respective certificate of incorporation, certificate of formation, bylaws, limited officer’s liability company agreement or other organizational documents insurance policy in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shallamounts no less than, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are on terms no less favorable than those, as provided to those Persons than the provisions officers of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, Company as of the date of this AgreementEffective Date and in amounts no less than, and (ii) not amendon terms no less favorable than those, repeal or otherwise modify such provisions in any respect that would adversely affect as provided to the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each other members of the covenants in this Section 7.8Board and senior executive officers of the Company from time to time.

Indemnification and Insurance. (a) From and after the Effective TimeEach party shall indemnify, Acquiror agrees that it shall indemnify defend and hold harmless each present the other party and former director its and officer of its affiliates’ directors, officers, employees, and agents (each, including the (x) Company and each of its Subsidiaries (in each caseapplicable party, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the an “Company Indemnified PartiesIndemnitee”) from and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs and all costs, damages, liabilities, or expenses (including reasonable attorneys’ fees)fees and court costs) or other losses incurred by the Indemnitee, judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigativebrought by a third party against an Indemnitee, arising out from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or pertaining failure to matters existing comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or occurring otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at or the expense of Indemnitee. If the indemnifying party, prior to the Effective Timeexpiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, whether asserted has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or claimed settlement of any such claims shall be made without the prior toconsent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, at or after the Effective TimeTO THE MAXIMUM EXTENT PERMITTED BY LAW, to the fullest extent that the CompanyIN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, Acquiror or their respective SubsidiariesCONSEQUENTIAL, as the case may beINDIRECT, would have been permitted under applicable Law and its respective certificate of incorporationSPECIAL, certificate of formationPUNITIVE, bylawsOR EXEMPLARY DAMAGES OF ANY KIND, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law)INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, Acquiror shall, a party’s liability to the other and shall cause its Subsidiaries to (i) maintain for the sum of a period of party’s remedies against the other will not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicableexceed, in each casethe aggregate, as of the date Fees that have been paid by the Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and (ii) not amendall other research personnel for bodily injury, repeal death and professional liability. The Institution will provide evidence of its insurance or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunderself-insurance to Advarra, in each case, except as required by Lawupon request. Acquiror shall assumeAdvarra will provide at its expense, and be liable formaintain throughout the term of this Agreement, each general liability coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Institution with Certificates of the covenants in Insurance demonstrating this Section 7.8coverage. This section shall survive any termination of this Agreement.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror OxxxXxx agrees that it shall indemnify and hold harmless each present and former director director, manager and officer of the (x) the Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror OmniLit and each of its Subsidiaries (the “Acquiror OmniLit Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror OmniLit or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror OmniLit shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of AcquirorOmniLit’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror OmniLit or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror OmniLit shall assume, and be liable for, each of the covenants in this Section 7.87.7.

Indemnification and Insurance. (a) From and after the Effective TimeClosing Date, Acquiror Pubco agrees that it shall indemnify and hold harmless each present and former director director, manager and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its their respective Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable and documented out-of-pocket attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at on or prior to the Effective TimeClosing Date, whether asserted or claimed prior to, at on or after the Effective TimeClosing Date, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents Governing Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and Pubco shall cause the Surviving Entity and each of its Subsidiaries to to, (i) maintain for a period of not less than six (6) years from the Effective Time Closing Date provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s officers and its Subsidiaries’ former and current officers, directors, employees, and agents /managers that are no less favorable to those Persons than the provisions of the such Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror 6 A. CONTRACTOR agrees that it shall to indemnify and hold harmless each present COUNTY, its elected and former director and officer of the (x) Company and each of its Subsidiaries (in each caseappointed officials, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current 7 officers, directors, employees, agents and agents that those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are no less favorable to those Persons than the provisions asserted against COUNTY arising out of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of resulting from 11 CONTRACTOR’s performance under this Agreement, and (ii) not amendwhere such claims are caused by the negligence, repeal 12 recklessness, or otherwise modify such provisions in any respect that would adversely affect the rights willful misconduct of those Persons thereunderCONTRACTOR, in each caseits officers, employees or agents, except as required that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by Law. Acquiror CONTRACTOR, which approval shall assumenot unreasonably be withheld or delayed, and be liable forprovided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, each CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the covenants in this Section 7.8System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.

Indemnification and Insurance. (aA) From and after the Effective TimeEach person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, Acquiror agrees that it shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs suit or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceedingproceeding, whether civil, criminal, administrative or investigativeinvestigative (hereinafter a “proceeding”), arising out by reason of the fact that he or pertaining she or a person of whom he or she is the legal representative is or was, at any time during which these Bylaws are in effect (whether or not such person continues to matters existing serve in such capacity at the time any indemnification or occurring payment of expenses pursuant hereto is sought or at the time any proceeding relating thereto exists or prior is brought), a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Effective TimeCorporation (hereinafter, an “indemnitee”), whether asserted the basis of such proceeding is alleged action in an official capacity as a director, officer, trustee, employee or claimed prior toagent or in any other capacity while serving as a director, at officer, trustee, employee or after agent, shall be indemnified and held harmless by the Effective Time, Corporation to the fullest extent that authorized by the Company, Acquiror or their respective Subsidiaries, General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (but, in the case may beof any such amendment, would have been only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted under applicable Law the Corporation to provide prior to such amendment), against all expense, liability and its respective certificate loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of incorporationhis or her heirs, certificate of formationexecutors and administrators; provided, bylawshowever, limited liability company agreement or other organizational documents that except as provided in effect on the date paragraph (C) of this Agreement Bylaw, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnify indemnification conferred in this Bylaw shall include the right to be paid by the Corporation the expenses incurred in defending any such D&O Indemnified Parties proceeding in advance of its final disposition, such advances to be paid by the Corporation within twenty (including 20) days after the advancing receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as incurred a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the fullest extent permitted Corporation of an undertaking (hereinafter, the “undertaking”) by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal (a “final disposition”) that such director or officer is not entitled to be indemnified for such expenses under applicable Law)this Bylaw or otherwise. Without limiting the foregoingThe rights conferred upon indemnitees in this Bylaw shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, Acquiror shallofficer, trustee, employee or agent and shall cause its Subsidiaries inure to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions benefit of the Governing Documents of the Companyindemnitee’s heirs, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, executors and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8administrators.

Indemnification and Insurance. (a) From For a period of six (6) years after the Effective Time (and until such later date as of which any Legal Proceeding commenced during such six (6) year period shall have been finally disposed of), Parent shall, and shall cause the Surviving Corporation and its Subsidiaries, and from and after the Effective TimeUpstream Merger, Acquiror agrees that it shall indemnify the Surviving Company and hold harmless each present its Subsidiaries to, assume, honor and former director fulfill in all respects the obligations (including both indemnification and officer advancement of expenses) of the (x) Company and each of its Subsidiaries (under the certificate of incorporation or any bylaws of the Company or its Subsidiaries or indemnification agreements, in each case, solely in effect immediately prior to the extent acting in their capacity as such Effective Time for the benefit of any of its current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the "Indemnified Parties"), to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, indemnifiable losses, claims, damages damages, liabilities, fees, expenses, judgments or liabilities fines incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising by the Indemnified Parties arise out of or pertaining pertain to matters pending, existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including any such matter arising 57 under any claim with respect to the fullest extent that transactions contemplated herein. In addition, for a period of six (6) years following the CompanyEffective Time (and until such later date as of which any Legal Proceeding commenced during such six (6) year period shall have been finally disposed of), Acquiror or Parent shall (and shall cause the Surviving Corporation, the Surviving Company and their respective Subsidiaries, as Subsidiaries to) cause the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formationformation and bylaws and operating agreement, bylawsas applicable (and other similar organizational documents) of the Surviving Corporation, limited liability company agreement the Surviving Company and their respective Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and exculpation that are at least as favorable, in the aggregate, as the indemnification, advancement of expenses and exculpation provisions contained in the certificate of incorporation and bylaws (or other similar organizational documents in effect on documents) of the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred Company and its Subsidiaries immediately prior to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shallEffective Time, and shall cause its Subsidiaries to (i) maintain for a period of not less than during such six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification year period (and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, until such later date as of the date of this Agreementwhich any Legal Proceeding commenced during such six (6) year period shall have been finally disposed of), and (ii) such provisions shall not amendbe amended, repeal repealed or otherwise modify such provisions modified in any respect that would adversely affect the rights of those Persons thereunder, in each caserespect, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8.

Indemnification and Insurance. (a) From Parent, Merger Sub and after the Effective TimeAcquisition Sub agree that all rights to exculpation and indemnification, Acquiror agrees that it shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely including rights to the extent acting in their capacity as such and to the extent such activities are related to the business advancement of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Partiesexpenses, the “D&O Indemnified Parties”) against any costs for acts or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of the current or former directors, officers or employees, as the case may be (the “Indemnified Parties”), of the Company or its Subsidiaries as provided in their respective certificate of incorporation or by-laws or in any agreement shall survive the Merger and shall continue in full force and effect for a period of six (6) years from and after the Effective Time. For a period of six (6) years from and after the Effective Time, Parent, the Surviving Corporation and the Surviving Company shall (i) maintain in effect (A) the current provisions regarding indemnification of and the advancement of expenses to officers and directors contained in the Company Organizational Documents (or comparable organizational documents) of each of the Company and its Subsidiaries and (B) any indemnification agreements of the Company and its Subsidiaries with any of their respective directors, officers and employees existing as on the date hereof, and (ii) jointly and severally indemnify the Indemnified Parties to the fullest extent that permitted by applicable Law. For purposes of the foregoing: (i) in the event any claim is asserted within the six-year period during which Parent, the Surviving Corporation and the Surviving Company are required to maintain the indemnification arrangements of the Company and its Subsidiaries, all such rights in respect of any such claim shall continue until disposition thereof; and (ii) any determination required to be made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under the DGCL, the Company Organizational Documents (or the organizational documents of the Surviving Corporation or the Surviving Company, Acquiror ) or their respective Subsidiariesany such agreement, as the case may be, would have been permitted under applicable Law for purposes of the allowance of indemnification or advancement of expenses, shall be made by independent legal counsel selected by such Indemnified Party and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement reasonably acceptable to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law)Parent. Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for For a period of not less than six (6) years from and after the Effective Time provisions Time, the Surviving Corporation or the Surviving Company shall either cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company or its Governing Documents concerning Subsidiaries or provide substitute policies or purchase a “tail policy,” in either case, of at least the indemnification same coverage and exoneration amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured with respect to claims arising from facts or events that occurred on or before the Effective Time, except that in no event shall the Surviving Corporation or the Surviving Company be required to pay with respect to such insurance policies in respect of any one policy year more than 250% of the annual premium paid by the Company for such insurance for the fiscal year ending June 30, 2008 (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employeesthe “Maximum Amount”), and agents that are no less favorable if the Surviving Corporation or Surviving Company is unable to those Persons than obtain the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as insurance required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.85.12 it shall obtain as much comparable insurance as possible for an annual premium equal to the Maximum Amount.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees solely to the extent that it shall the Partnership or the Partnership GP or any applicable Subsidiary thereof would be permitted to indemnify an Indemnified Person immediately prior to the Effective Time, the Company and the Surviving Entity jointly and severally agree to (i) indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs cost or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred and amounts paid in settlement in connection with any Legal actual or threatened Proceeding, whether civil, criminal, administrative or investigative, arising out and provide advancement of or pertaining expenses with respect to matters existing or occurring at or prior to each of the Effective Time, whether asserted or claimed prior foregoing to, at or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O all Indemnified Parties (including the advancing of expenses as incurred Persons to the fullest extent permitted under applicable Law). Without limiting Law and (ii) honor the foregoingprovisions regarding elimination of liability of officers and directors, Acquiror indemnification of officers, directors and employees and advancement of expenses contained in the Organizational Documents of the Partnership and the Partnership GP immediately prior to the Effective Time and ensure that the Organizational Documents of the Partnership and the Partnership GP or any of their respective successors or assigns, if applicable, shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from following the Effective Time Time, contain provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable with respect to those Persons than the provisions indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Governing Documents Partnership and the Partnership GP than are presently set forth in such Organizational Documents. Any right of the Companyan Indemnified Person pursuant to this Section 6.04(a) shall not be amended, Acquiror or their respective Subsidiariesrepealed, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal terminated or otherwise modify such provisions modified at any time in any respect a manner that would adversely affect the rights of those Persons thereunder, in each case, except such Indemnified Person as required by Law. Acquiror shall assumeprovided herein, and shall be liable for, each of enforceable by such Indemnified Person and their respective heirs and representatives against the covenants in this Section 7.8Company and the Partnership GP and their respective successors and assigns.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it through the sixth anniversary of the date on which the Effective Time occurs, each of Parent and the Surviving Corporation shall (i) indemnify and hold harmless harmless, each present and former individual who at the Effective Time is, or at any time prior to the Effective Time was, a director and or officer of the (x) Company and each or of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business a Subsidiary of the Company being acquired under this Agreement(in all of such individual’s capacities as such officer or director) (the each, an “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified PartiesIndemnitee” together with the Company Indemnified Partiesand, collectively, the “D&O Indemnified PartiesIndemnitees”) with respect to and against any costs or expenses (including reasonable attorneys’ fees)all claims, liabilities, losses, damages, judgments, fines, lossespenalties, claims, damages costs (including amounts paid in settlement or liabilities incurred compromise) and expenses (including fees and expenses of legal counsel) in connection with any Legal Proceedingclaim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative), whenever asserted, based on, arising out of, or related to, in whole or in part, such Indemnitee’s service and for such Indemnitee’s acts or omissions, as a director or officer of the Company or pertaining such Subsidiary or service performed by such Indemnitee at the request of the Company or a Subsidiary, in each case, at, or at any time prior to, the Effective Time (including, for the avoidance of doubt, (i) any claim, suit, action, proceeding or investigation relating in whole or in part to matters existing the Transactions and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnitee), and (iii) without limiting clauses (i) and (ii), assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective TimeTime as provided in the Company Charter Documents and the organizational documents of its Subsidiaries as currently in effect, whether asserted or claimed prior to, at or after all of the Effective Timeforegoing, to the fullest extent that permitted by applicable law. Without limiting the Companyforegoing, Acquiror or their respective SubsidiariesParent, as from and after the case may beEffective Time until six years from the Effective Time, would have been permitted under applicable Law and its respective shall cause, unless otherwise required by Law, the certificate of incorporation, certificate incorporation and by-laws of formation, bylaws, limited liability company agreement or other organizational documents in effect on the Surviving Corporation to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date of this Agreement to indemnify such D&O Indemnified Parties in the Company Charter Documents, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, from and after the Effective Time until six years from the Effective Time, Parent shall, and shall cause the Surviving Corporation to, pay any expenses (including fees and expenses of legal counsel) of any Indemnitee under this Section 5.9 (including in connection with enforcing the advancing of expenses indemnity and other obligations referred to in this Section 5.9) as incurred to the fullest extent permitted under applicable Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances if it shall be determined that such person is not entitled to be indemnified pursuant to this Section 5.9(a). Without limiting The rights of the foregoing, Acquiror shall, Indemnitees under this Section 5.9(a) shall be in addition to any rights such Indemnitees may have under the Company Charter Documents and shall cause the organizational documents of its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions as currently in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8effect.

Indemnification and Insurance. (a) From Parent and Purchaser agree that all rights to indemnification existing in favor of the present or former directors, officers and employees (or any person who served at the Company's or any of its Subsidiaries' request as an officer, director, or agent) of the Company or any of its Subsidiaries (or any other entity or enterprise, such as, a partnership, joint venture, trust or employee benefit plan) as provided in the Company's Certificate of Incorporation or Bylaws, or the articles of organization, bylaws or similar documents of any of the Company's Subsidiaries or other entity or enterprise and the indemnification agreements, if any, with such person or persons, as in effect as of the date hereof with respect to matters occurring prior to the Effective Time shall survive the Merger and shall continue in full force and effect without modification (other than modifications that would enlarge the indemnification rights) for a period of not less than the statutes of limitations applicable to such matters, and Parent shall, and after the Effective Time shall cause the Surviving Corporation to, comply fully with its obligations hereunder and thereunder. The Certificate of Incorporation and By-Laws of the Surviving Corporation shall not be amended, repealed or otherwise modified for the period set forth in the preceding sentence in any manner that would adversely affect the rights thereunder of individuals who as of the date hereof were directors, officers or employees of the Company or otherwise entitled to indemnification under the Certificate of Incorporation, By-Laws or indemnification agreements (the "INDEMNIFIED PARTIES") and such Certificate of Incorporation of the Surviving Corporation shall include provisions providing for the indemnification of and the advancement of expenses to, such Indemnified Parties identical to those contained in the Company's Certificate of Incorporation. It is understood and agreed that the Company shall, to the fullest extent permitted under applicable law and regardless of whether the Merger becomes effective, indemnify, defend and hold harmless, and after the Effective Time, Acquiror agrees that it shall indemnify Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable law, indemnify, defend and hold harmless harmless, each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) Party against any costs or expenses (including reasonable attorneys’ attorney's fees), judgments, fines, losses, claims, damages or liabilities incurred damages, liabilities, and amounts paid in settlement entered into with the consent of Parent (which consent shall not be unreasonably withheld) in connection with any Legal Proceedingclaim, whether civilaction, criminalsuit, administrative proceeding or investigativeinvestigation, including without limitation, liabilities arising out of this Agreement and the transactions contemplated hereby, to the extent that it was based on the fact that such Indemnified Party is or pertaining to matters existing was a director, officer or employee of the Company and arising out of actions or omissions or alleged actions or omissions occurring at or prior to the Effective Time, and in the event of any such claim, action, suit proceeding or investigation (whether asserted or claimed prior to, at arising before or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to ) (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror Company or their respective SubsidiariesParent, as applicable, in shall pay the reasonable fees and expenses of one counsel (provided that if different Indemnified Parties are subject to different claims, actions, suits, proceedings or investigations , each caseIndemnified Party may select his or her own counsel) which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as of the date of this Agreement, statements therefor are received and (ii) not amend, repeal or otherwise modify the Company and the Surviving Corporation will cooperate in the defense of any such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8matter.

Indemnification and Insurance. (a) From and after the Effective TimeDate through the sixth anniversary thereof, Acquiror agrees that it shall indemnify or until the final disposition of such Claim (as defined herein) with respect to any Claim asserted within the period, IBKC shall, to the fullest extent permitted under applicable law, and under the respective certificate of incorporation, bylaws or similar governing documents of PFSL and FCB, indemnify, defend and hold harmless each present and former person who is now, or who has been at any time before the date hereof or who becomes before the Effective Date, an officer or director and officer of the (x) Company and each of its Subsidiaries (in each casePFSL, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) FCB or a PFSL Subsidiary (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or all losses, claims, damages, costs, expenses (including reasonable attorneys’ fees), judgmentsliabilities or judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of IBKC, fineswhich consent shall not be unreasonably withheld, losses, claims, damages conditioned or liabilities incurred delayed) of or in connection with any Legal Proceedingclaim, action, suit, proceeding or investigation, whether civil, criminal, or administrative (each a “Claim”), in which an Indemnified Party is, or investigativeis threatened to be made, a party or witness, based in whole or in part on, or arising in whole or in part out of, the fact that such person is or was a director or officer of PFSL, FCB or pertaining a PFSL Subsidiary, if such Claim pertains to matters any matter arising, existing or occurring at or prior to before the Effective TimeDate (including, without limitation, the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed prior tobefore, at or after after, the Effective Time, Date. IBKC shall pay expenses in advance of the final disposition of any such action or proceeding to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O each Indemnified Parties (including the advancing of expenses as incurred Party to the fullest extent permitted under by applicable Law)law (to the extent not prohibited by federal law) upon receipt of an undertaking to repay such advance payments if the Indemnified Party shall be adjudicated or determined to be not entitled to indemnification in the manner set forth below. Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants Nothing in this Section 7.84.4(a), shall be deemed to preclude any rights to indemnification provided in the certificate of incorporation, bylaws or similar governing documents of PFSL and FCB with respect to matters occurring subsequent to the Effective Date to the extent that the provisions establishing such rights or limitations are not otherwise amended to the contrary.

Indemnification and Insurance. (a) From Purchaser covenants and agrees that all rights to indemnification or exculpation in favour of the current and former directors and officers of Vitran and the Vitran Subsidiaries described in the Vitran Disclosure Letter shall be honoured by Purchaser. Prior to the Effective Date, Vitran shall and, if Vitran is unable to, Purchaser shall cause Vitran as of the Effective Time to, obtain and fully pay the premium for the extension of the directors’, officers’ and employees’ insurance policies of Vitran and the Vitran Subsidiaries for a claims reporting or run-off and extended reporting period of at least six years from and after the Effective Time, Acquiror agrees that it shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely Time with respect to the extent acting in their capacity as such and to the extent such activities are any claim related to the business any period of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring time at or prior to the Effective TimeTime from an insurance carrier with the same or better credit rating as Vitran’s current insurance carriers with respect to directors’, whether asserted officers’ and employees’ liability insurance, and with terms, conditions, retentions and limits of liability that are no less favourable to the indemnified persons than the coverage provided under existing policies of Vitran and the Vitran Subsidiaries in effect on the Effective Date hereof, with respect to protection in respect of claims arising from facts or claimed events which occurred on or prior to, at to the Effective Date (including in connection with the approval or after completion of the Arrangement and the other Transactions contemplated by this Agreement or arising out of or related to this Agreement and the Transactions contemplated hereby); provided that Purchaser will not be required to pay any amounts in respect of coverage prior to the Effective Time and provided further that the cost of such “runoff” policies shall not exceed 150% of Vitran’s current annual aggregate premium for policies currently maintained by Vitran and the Vitran Subsidiaries. If Vitran for any reason fails to obtain such “runoff” insurance policies as of the Effective Time, to Purchaser will, or will cause Vitran and the fullest extent that the CompanyVitran Subsidiaries to, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents maintain in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain without any reduction in scope or coverage for a period of not less than six (6) years from the Effective Time provisions customary policies of directors’ and officers’ liability insurance providing protection no less favourable to the indemnified persons than the protection provided by the policies maintained by Vitran and the Vitran Subsidiaries which are in its Governing Documents concerning effect on the indemnification Effective Date and exoneration providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date; provided that Purchaser will not be required to pay any amounts in respect of such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 150% per year of Vitran’s current annual aggregate premium for policies currently maintained by Vitran (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than in connection with the provisions approval or completion of the Governing Documents Arrangement and the other Transactions contemplated by this Agreement or arising out of or related to this Agreement and the CompanyTransactions contemplated hereby); provided that if the cost in any year does exceed 150% of Vitran’s current annual aggregate premium for policies currently maintained by Vitran, Acquiror Purchaser will or will cause Vitran and the Vitran Subsidiaries to maintain as much coverage is available for the cost equal to 150% of Vitran’s current annual aggregate premium for policies currently maintained by Vitran. Purchaser shall cause Vitran to ensure that the articles and/or by-laws of Vitran and the Vitran Subsidiaries (or their respective Subsidiariessuccessors) shall contain the provisions with respect to indemnification set forth in Vitran’s or the applicable Subsidiary’s articles and/or by-laws, as applicablewhich provisions shall not, in each caseexcept to the extent required by applicable Laws, as of the date of this Agreementbe amended, and (ii) not amend, repeal repealed or otherwise modify such provisions modified for a period of six years from the Effective Date in any respect manner that would adversely affect the rights thereunder of those Persons thereunderindividuals who, in each caseimmediately prior to the Effective Date, except as required by Lawwere directors or officers of Vitran or any of the Vitran Subsidiaries. Acquiror shall assumeThe provisions of this Section 9(j) are intended for the benefit of, and shall be liable forenforceable by, each insured or indemnified Person, his or her heirs and his or her legal representatives and, for such purpose, Vitran hereby confirms that it is acting as agent and trustee on their behalf. Furthermore, this Section 9(j) shall survive the termination of this Agreement as a result of the covenants occurrence of the Effective Date and continue in this Section 7.8full force and effect in accordance with the terms hereof.

Indemnification and Insurance. (a) From Parent and after the Effective Time, Acquiror agrees Merger Sub agree that it shall indemnify all rights to indemnification and hold harmless each present payment or reimbursement of fees and former director and officer expenses incurred in advance of the (x) Company and each final disposition of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are any claim related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs acts or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective TimeTime (including any matters arising in connection with the transactions contemplated by this Agreement), to now existing in favor of the fullest extent that the Company, Acquiror current or their respective Subsidiariesformer directors or officers, as the case may bebe (the “Indemnified Parties”), would have been permitted under applicable Law and of the Company or its Subsidiaries as provided in their respective certificate of incorporationincorporation or by-laws (or comparable organizational documents) shall survive the Merger and shall continue in full force and effect for a period of six (6) years from and after the Effective Time. For a period of six (6) years from and after the Effective Time, Parent and the Surviving Corporation shall (i) maintain in effect the current provisions regarding indemnification of officers and directors contained in the certificate of formation, bylaws, limited liability company agreement incorporation and by-laws (or other comparable organizational documents in effect on documents) of each of the date of this Agreement to Company and its Subsidiaries and (ii) jointly and severally indemnify such D&O and hold harmless the Indemnified Parties to the fullest extent permitted by applicable Law against any losses, claims, damages, liabilities, costs, expenses (including the advancing of advances for reasonable fees and expenses as incurred to the fullest extent permitted under applicable Law, provided the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification). Without limiting the foregoing, Acquiror shalljudgments, and fines and, subject to approval by Parent (which shall cause its Subsidiaries not be unreasonably withheld, delayed or conditioned), amounts paid in settlement in connection with any threatened or actual Action to which such Indemnified Party is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) maintain for the fact that such individual is or was a period director or officer of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) Company or any of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than or is or was serving at the provisions request of the Governing Documents Company or any of the Company, Acquiror its Subsidiaries as a director or their respective Subsidiaries, as applicable, in each case, as officer of the date of this Agreement, and another person or (ii) not amend, repeal this Agreement or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8transactions contemplated hereby, whether asserted or arising before or after the Effective Time.

Indemnification and Insurance. (a) From and after the Amalgamation Effective Time, Acquiror each of the Surviving Corporation and the Surviving Company agrees that it shall shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Amalgamation Effective Time, whether asserted or claimed prior to, at or after the Amalgamation Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror the Surviving Corporation and the Surviving Company shall, and shall cause its their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Amalgamation Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and its their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8.

Indemnification and Insurance. (a) From and after the Merger Effective Time, Acquiror HoldCo agrees that it shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror SPAC (including SPAC Successor) and each of its Subsidiaries (the “Acquiror SPAC Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, to the fullest extent that the Company, Acquiror SPAC (including SPAC Successor) or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror HoldCo shall, and shall cause its Subsidiaries to to, (i) maintain for a period of not less than six (6) years from the Merger Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of AcquirorHoldCo’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are substantially identical to the applicable provisions set forth in the Second Amended and Restated HoldCo Certificate of Incorporation or that otherwise are no less favorable in the aggregate to those Persons than the provisions of in the respective Governing Documents of the Company, Acquiror or their respective Subsidiariesits Subsidiaries and SPAC (including SPAC Successor), as applicable, concerning the indemnification and exoneration (including provisions relating to expense advancement) applicable to such Persons (if any), in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by LawLaw or the rules and regulations of any securities exchange on which HoldCo Common Stock is listed. Acquiror HoldCo shall assume, and be liable for, each of the covenants in this Section 7.88.7.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it Delta shall, and shall cause the Surviving Corporation to, indemnify and hold harmless each the then present and former director officers and officer directors of the (x) Company Northwest and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against for any costs or expenses (including reasonable attorneys’ fees)costs, expenses, judgments, fines, losses, claims, damages or liabilities or amounts that are paid in settlement incurred in connection with any Legal Proceedingclaim, action, investigation, suit or proceeding (whether civil, criminal, administrative or investigative, ) based in whole or in part on or arising in whole or in part out of the fact that such Person is or was an officer, director or employee of Northwest or any of its Subsidiaries and pertaining to matters any matter existing or occurring occurring, or any acts or omissions occurring, at or prior to the Effective Time, whether asserted or claimed prior to, or at or after after, the Effective TimeTime (including those related to this Agreement and the transactions contemplated hereby), and shall advance expenses in respect thereof, in each case, to the fullest extent that the Companypermitted by Applicable Laws and, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law)by Applicable Laws, to the same extent such persons are indemnified or have the right to advancement of expenses as of the date hereof by Northwest and its Subsidiaries pursuant to the Northwest Organizational Documents (or equivalent organizational documents of any of any Subsidiaries of Northwest) and, to the fullest extent permitted by Applicable Laws, indemnification agreements in existence on the date hereof with any directors and officers Northwest and its Subsidiaries. Without limiting the foregoing, Acquiror shallall rights to indemnification and exculpation and other limitations on liability existing in favor of the directors, officers and employees of Northwest as provided in the Northwest Organizational Documents or in any indemnification agreements between Northwest and any directors, officers and employees, shall survive the Merger and shall continue in full force and effect to the fullest extent permitted by Applicable Law, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from be honored by Delta and the Effective Time provisions in its Governing Documents concerning the indemnification Surviving Corporation and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, successors as applicable, in each case, as of if they were the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons indemnifying party thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8without any amendment thereto.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it Xxxxx shall indemnify as provided in this Section 5.11 cause Surviving Corporation to indemnify, defend and hold harmless to the fullest extent permitted under applicable law each present and former person who is immediately prior to the Effective Time, or has been at any time prior to the Effective Time, an officer or director and officer of the Frontier or Xxxxx (x) Company or any Subsidiary or division thereof), and each of its Subsidiaries (in each case, solely person who immediately prior to the extent acting in their capacity as such and Effective Time is serving or prior to the extent such activities are related to Effective Time has served at the business request of the Company being acquired under this Agreement) Frontier or Xxxxx as a director, officer, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (the individually, an “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified PartiesParty” together with the Company Indemnified Partiesand, collectively, the “D&O Indemnified Parties”) against any all losses, claims, damages, liabilities, costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred penalties and amounts paid in settlement in connection with any Legal Proceedingclaim, whether civilaction, criminalsuit, administrative proceeding or investigative, investigation arising out of or pertaining to matters existing acts or occurring at omissions, or prior to the Effective Timealleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed prior to, at before or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been such indemnification by Surviving Corporation is permitted under applicable Law law. In the event of any such claim, action, suit, proceeding or investigation (an “Action”), (i) Xxxxx shall cause Surviving Corporation to pay, as incurred, the fees and its respective certificate expenses of incorporationcounsel selected by the Indemnified Party, certificate which counsel shall be reasonably acceptable to Xxxxx, in advance of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date final disposition of this Agreement to indemnify any such D&O Indemnified Parties (including the advancing of expenses as incurred Action to the fullest extent permitted under by applicable Law). Without limiting the foregoinglaw, Acquiror shalland, and shall cause its Subsidiaries to (i) maintain for a period if required, upon receipt of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreementany undertaking required by applicable law, and (ii) Xxxxx will, and will cause Surviving Corporation to, cooperate in the defense of any such matter; provided, however, neither Xxxxx nor Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not amendbe unreasonably withheld or delayed), repeal or otherwise modify such provisions and provided further that neither Xxxxx nor Surviving Corporation shall be obligated pursuant to this Section 5.11(a) to pay the fees and disbursements of more than one counsel, except for one local counsel, for all Indemnified Parties in any respect that would adversely affect the rights of those Persons thereundersingle Action, unless, in the good faith judgment of any of the Indemnified Parties, there is or may be a conflict of interest between two or more of such Indemnified Parties, in which case there may be separate counsel for each casesimilarly situated group. With respect to any determination of whether an Indemnified Party is entitled to indemnification by Surviving Corporation under this Section 5.11, except the Indemnified Party shall have the right, as required contemplated by Law. Acquiror the WBCA, to require that such determination be made by special legal counsel selected by the Indemnified Party and approved by Surviving Corporation (which approval shall assumenot be unreasonably withheld), and be liable forwho has not otherwise performed material services for Frontier, each of Xxxxx or the covenants in this Section 7.8Indemnified Party within the last three (3) years.

Indemnification and Insurance. Parent agrees that at all times after consummation of the Offer, it shall indemnify, or shall cause the Company (a) From and or the Surviving Corporation if after the Effective Time) and its subsidiaries to indemnify, Acquiror agrees that it shall indemnify and hold harmless each present and former person who is now, or has been at any time prior to the date hereof, an employee, agent, director and or officer of the Company or of any of the Company's subsidiaries, together with each such person's heirs, representatives, successors and assigns (x) Company individually an "Indemnified Party" and each of its Subsidiaries (in each casecollectively the "Indemnified Parties"), solely to the same extent acting and in their capacity the same manner as such and to is now provided in the extent such activities are related to the business respective charters or by-laws of the Company being acquired under this Agreementand such subsidiaries or otherwise in effect on the date hereof, with respect to any claim, liability, loss, damage, cost or expense (whenever asserted or claimed) ("Indemnified Liability") based in whole or in part on, or arising in whole or in part out of, any matter existing or occurring at or prior to the “Company Indemnified Parties”) Effective Time. Parent shall, and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with shall cause the Company Indemnified Parties(or the Surviving Corporation if after the Effective Time) to, maintain in effect for not less than six years after consummation of the “D&O Indemnified Parties”Offer the current policies of directors' and officers' liability insurance maintained by the Company and the Company's subsidiaries on the date hereof (provided that Parent may substitute therefor policies having at least the same coverage and containing terms and conditions which are no less advantageous to the persons currently covered by such policies as insureds) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining respect to matters existing or occurring at or prior to the Effective Time); provided, whether asserted or claimed prior tohowever, that if the aggregate annual premiums for such insurance at or after any time during such period shall exceed 300% of the Effective Time, to per annum rate of premium currently paid by the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law Company and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect subsidiaries for such insurance on the date of this Agreement (which the Company represents and warrants is $788,000 as of the date hereof), then Parent shall cause the Company (or the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, provide the maximum coverage that shall then be available at an annual premium equal to indemnify 300% of such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law)rate. Without limiting the foregoing, Acquiror in the event any Indemnified Party becomes involved in any capacity in any action, proceeding or investigation based in whole or 20 24 in part on, or arising in whole or in part out of, any matter, including the transactions contemplated hereby, existing or occurring at or prior to the Effective Time, then to the extent permitted by law, Parent shall, or shall cause the Company (or the Surviving Corporation if after the Effective Time) to, periodically advance to such Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto. The provisions of this Section 6.8 are intended for the benefit of, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from be enforceable by, the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by LawIndemnified Parties. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8.6.9

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees solely to the extent that it shall the Partnership or the Partnership GP or any applicable Subsidiary thereof would be permitted to indemnify an Indemnified Person immediately prior to the Effective Time, Parent and the Surviving Entity jointly and severally agree to (i) indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs cost or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred and amounts paid in settlement in connection with any Legal actual or threatened Proceeding, whether civil, criminal, administrative or investigative, arising out and provide advancement of or pertaining expenses with respect to matters existing or occurring at or prior to each of the Effective Time, whether asserted or claimed prior foregoing to, at or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O all Indemnified Parties (including the advancing of expenses as incurred Persons to the fullest extent permitted under applicable Law). Without limiting Law and (ii) honor the foregoingprovisions regarding elimination of liability of officers and directors, Acquiror indemnification of officers, directors and employees and advancement of expenses contained in the Organizational Documents of the Partnership and the Partnership GP immediately prior to the Effective Time and ensure that the Organizational Documents of the Partnership and the Partnership GP or any of their respective successors or assigns, if applicable, shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from following the Effective Time Time, contain provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable with respect to those Persons than the provisions indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Governing Documents Partnership and the Partnership GP than are presently set forth in such Organizational Documents. Any right of the Companyan Indemnified Person pursuant to this Section 6.7(a) shall not be amended, Acquiror or their respective Subsidiariesrepealed, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal terminated or otherwise modify such provisions modified at any time in any respect a manner that would adversely affect the rights of those Persons thereunder, in each case, except such Indemnified Person as required by Law. Acquiror shall assumeprovided herein, and shall be liable for, each of enforceable by such Indemnified Person and their respective heirs and representatives against Parent and the covenants in this Section 7.8Partnership GP and their respective successors and assigns.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees and the Surviving Company agree that it they shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its their respective Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and required under its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement hereof to indemnify such D&O Indemnified Parties Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause the Surviving Company and its Subsidiaries to to, (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents certificate of incorporation, certificate of formation, bylaws, limited liability company agreement and other organizational documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquirorthe Surviving Company’s and its Subsidiaries’ current and former officers and current officers, directors, employees, and agents directors that are no less favorable to those Persons than the provisions of the Governing Documents certificate of incorporation, certificate of formation, bylaws, limited liability company agreement and other organizational documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, hereof and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, and shall cause the Surviving Company and its Subsidiaries to honor, each of the covenants in this Section 7.87.02.

Indemnification and Insurance. (a) From and For a period of six (6) years after the Effective Time, Acquiror agrees Purchaser and the Surviving Corporation agree that it they shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified PartiesPersons”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities Liabilities incurred in connection with any Legal Proceedingaction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror Company or their respective its Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement bylaws or other organizational documents Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror for a six (6) year period following the Closing Date, Purchaser shall, and shall cause the Surviving Corporation and its Subsidiaries to to, (i) maintain for a period of not less than six (6) years from the Effective Time Time, provisions in its Governing Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s officers and its Subsidiaries’ former and current officers, directors, employees, and agents directors that are no less favorable in any material respect to those D&O Indemnified Persons than the provisions of the Governing such certificates of incorporation (if applicable), bylaws and other Organizational Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any material respect that would adversely affect the rights of those such D&O Indemnified Persons thereunder, in each case, except as required by Law. Acquiror Purchaser shall assume, and be liable for, and shall cause the Surviving Corporation and its Subsidiaries to honor, each of the covenants in this Section 7.88.7.

Indemnification and Insurance. (a) From and after Following the Effective Time, Acquiror agrees that it shall indemnify and Parent will indemnify, defend, hold harmless each and advance expenses to the present and former director directors and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business officers of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each or any of its Subsidiaries (subsidiaries, and any such Person presently or formerly serving at the “Acquiror Indemnified Parties” together with request of the Company or any of its subsidiaries as a director, officer, employee, agent, trustee or fiduciary of another corporation, partnership, joint venture, trust or other enterprise or under or with respect to any employee benefit plan (each, an “Indemnified PartiesParty” and, collectively, the “D&O Indemnified Parties”) against any all costs or and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or damages, penalties, amounts paid in settlement and other liabilities (collectively, “Indemnified Liabilities”) incurred in connection with any Legal Proceedingclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of actions or pertaining to matters existing or omissions occurring at or prior to the Effective TimeTime (including the transactions contemplated by this Plan), whether asserted or claimed prior to, at or after the Effective Time, Time to the fullest same extent that as such Persons are indemnified or have the Company, Acquiror or their respective Subsidiaries, as right to advancement of expenses pursuant to the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents Governing Documents in effect on the date of this Agreement Plan with the Company or any of its subsidiaries. In the event of any such Indemnified Liabilities, (1) Parent will pay the reasonable fees and expenses of counsel selected by an Indemnified Party promptly after statements therefor are received and will otherwise advance to indemnify such D&O Indemnified Parties (including the advancing Party upon request reimbursement of documented expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicablereasonably incurred, in each case, as upon receipt of the date an undertaking, from such Indemnified Party to repay such advanced expenses if it is determined by a final and nonappealable judgment of this Agreementa court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder, and (ii2) not amendParent and the applicable Indemnified Parties will cooperate in the defense of such matter. If any Indemnified Party is required to bring any action to enforce rights or to collect amounts due under this Plan and is successful in obtaining a decision that it is entitled to enforcement of any right or collection of any amount in such action, repeal or otherwise modify Parent will reimburse such provisions Indemnified Party for all its expenses reasonably incurred in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, connection with bringing and be liable for, each of the covenants in this Section 7.8pursuing such action including reasonable attorneys’ fees and costs.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of a)For not less than six (6) years from and after the Effective Time provisions in its Governing Documents concerning Time, Parent shall cause the indemnification Surviving Corporation, to the extent permitted by applicable Laws and exoneration (including provisions relating to expense advancement) the certificate of Acquiror’s ​ incorporation and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions bylaws of the Governing Documents Company in effect as of immediately prior to the Effective Time, to: (i) indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) (each, Acquiror or their respective Subsidiaries, as applicable, in each case, as a “D&O Claim”) by reason of the date fact that he or she is or was a director or officer of this Agreementthe Company (each, a “Covered Person”), or while a director or officer of the Company is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including any Subsidiary of the Company), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding; and (ii) not amendpay, repeal or otherwise modify on behalf of such provisions Covered Person, expenses (including attorneys’ fees) incurred by such Covered Person in defending any respect that would adversely affect the rights of those Persons thereunderD&O Claim for which such Covered Person may be entitled to indemnification under this Section 6.9, in each case, except as required by Law. Acquiror shall assume, and be liable for, each advance of the covenants final disposition of such D&O Claim, upon receipt of an undertaking by or on behalf of such Covered Person to repay such amounts if it shall ultimately be determined that he or she is not entitled to be indemnified by the Surviving Corporation as authorized in this Section 7.86.9. In the event of any such D&O Claim, Parent and the Surviving Corporation shall cooperate with the Covered Person in the defense of any such D&O Claim. All rights to indemnification and advancement conferred hereunder shall continue as to a Person who has ceased to be a director, officer or employee of the Company or any of its Subsidiaries after the date hereof and shall inure to the benefit of such Person’s heirs, successors, executors and personal and legal Representatives.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to A. To the fullest extent permitted under applicable Law). Without limiting the foregoingby law, Acquiror shallXxxxxx agrees to indemnify, save harmless and defend Buyer and its affiliated companies, their directors, officers, employees, agents and customers ("Indemnitees") from and against any loss, liabilities, costs, expenses, suits, actions, claims and all other obligations and proceedings, including without limitation all judgments rendered against, and all fines and penalties imposed upon, Indemnitees and all attorney's fees and any other cost of litigation ("Liabilities") arising out of a breach hereof, warranty claims, product recall claims, product liability claims, injuries to persons, including death, or damage to property caused by Seller, its employees, agents, subcontractors, or in any way attributable to the performance of Seller, including without limitation, breach of contract, breach of warranty or product liability; provided, however, that Seller's obligation to indemnify Buyer shall cause its Subsidiaries not apply to (i) any liabilities solely arising from Buyer's negligence. Xxxxxx agrees to indemnify, save harmless and defend Indemnitees from and against all Liabilities arising out of the actual or alleged infringement, including infringement of any patent, trademark, or copyright relative to the goods. B. At Seller's own cost, Seller shall procure and maintain for policies of insurance with reputable insurers which have a period financial rating of not less than six "A-:VII" or "Excellent" or the equivalent from a reputable rating agency (6such as Standard and Poor's). The policies of insurance shall be written on an occurrence basis or on a claims-made basis, in which event insurance shall be maintained during the term of this Agreement- Purchase Order. The Seller shall maintain insurance coverage in amounts not less than the following: (a) years from Worker's Compensation – Statutory Limits for the Effective Time provisions state or states in its Governing Documents concerning the indemnification and exoneration which this Agreement is to be performed (or evidence of authority to self-insure); (b) Employer's Liability – $1,000,000; (c) Comprehensive General Liability (including provisions relating Products/Completed Operations and Blanket Contractual Liability) – $1,000,000 per person, $1,000,000 per occurrence (personal injury) and $1,000,000 per occurrence (property damage), and (d) Automobile Liability (including owned, non-owned and hired vehicles) – $1,000,000 per person, $1,000,000 per occurrence (personal injury) and $1,000,000 per occurrence (property damage), and a products liability insurance $5,000,000 per occurrence. All insurance shall apply separately to expense advancement) each insured and additional insured against whom a claim is made or suit is brought, except with respect to the limits of Acquiror’s the insurer's liability. The Seller's insurance coverage is primary and noncontributory to that of the Buyer. The Seller must cover Buyer, its Subsidiaries’ former parent, subsidiaries, and current affiliates and their respective officers, directors, employeesand employees as additional insureds and listed on the executed Certificate of Insurance. All insurance coverages shall include a waiver of subrogation in favor of Xxxxx, its parents, subsidiaries, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Companyaffiliates, Acquiror or and their respective Subsidiariesofficers, directors, and employees. Upon the execution and Agreement of this document, Seller shall furnish certificates of insurance setting forth the amounts of coverage, policy numbers, and dates of expiration for insurance maintained by Seller. Such certificates shall provide that the Buyer will receive 30 days prior written notification from the insurer of any termination or reduction in the amount or scope of coverages. Renewal certificates, as applicablerequired, shall be forwarded to the Buyer until the Seller completes the work as specified in each case, as this Agreement. Seller's purchase of insurance coverage and the date furnishing of certificates of insurance shall not release Seller of its obligations or liabilities under this Agreement. In the event of Seller's breach of this Agreementprovision, Buyer shall have the right to cancel the undelivered portion of any goods or services covered by this Agreement and (ii) shall not amend, repeal be required to make further payments except for conforming goods delivered or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8services rendered prior to cancellation.

Indemnification and Insurance. (a) From and Immediately after the Effective Time, Acquiror agrees the certificate of incorporation and by-laws of the Surviving Corporation will contain provisions with respect to exculpation and indemnification that it are at least as favorable to the present and former officers and directors of Xxxxxx and its Subsidiaries (each an “Indemnified Party”) as those contained in the Xxxxxx Charter and the Xxxxxx By-laws as in effect on the date hereof, which provisions will not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, immediately prior to the Effective Time, were directors, officers, employees or agents of Xxxxxx, unless such modification is required by law. Parent shall cause the Surviving Corporation to indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each caseIndemnified Party against all claims, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Partieslosses, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees)liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements incurred in connection with any Legal Proceedingclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of actions taken by them in their capacity as officers or pertaining to matters existing or occurring directors at or prior to the Effective TimeTime (including in connection with this Agreement and the transactions contemplated hereby), or taken by them at the request of Xxxxxx, Parent, the Surviving Corporation or any of their respective Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years after the Effective Time. Each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from the Effective Time provisions in its Governing Documents concerning Surviving Corporation within ten Business Days of receipt by the indemnification and exoneration (including provisions relating Surviving Corporation from the Indemnified Party of a request therefor; provided, however, that any Indemnified Party to expense advancement) whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification. Neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions any judgment in any respect that would adversely affect proceeding or threatened action, suit, proceeding, investigation or claim in which indemnification could be sought by such Indemnified Party hereunder, without the rights consent of those Persons thereundersuch Indemnified Party, in each casewhich consent shall not be unreasonably withheld, except as required by Law. Acquiror shall assumeconditioned or delayed, and be liable forunless such settlement, each compromise or consent includes an unconditional release of the covenants in this Section 7.8such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror Buyer agrees that it shall indemnify (i) all rights to exculpation and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs indemnification for acts or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at or prior to the Effective TimeClosing Date, whether asserted or claimed prior to, at or after the Effective TimeClosing Date (including any matters arising in connection with the transactions contemplated by this Agreement), to now existing in favor of the fullest extent that current or former directors, officers or employees (in their capacity as such and not as shareholders or optionholders of the Company, Acquiror or their respective Subsidiaries), as the case may be, would of the Company as provided in their respective Governing Documents entered into on or prior to the date hereof, copies of which have been permitted under applicable Law provided to Buyer, or in any agreement shall survive the transactions contemplated by this Agreement and its respective certificate of incorporationshall continue in full force and effect, certificate of formation, bylaws, limited liability company agreement or other organizational documents and (ii) Buyer shall maintain in effect on provisions in the date Governing Documents of this Agreement each of the Group Companies regarding indemnification of officers and directors that are substantively identical to indemnify such D&O Indemnified Parties (including those contained in the advancing Governing Documents of expenses as incurred to each of the fullest extent permitted under applicable Law). Without limiting the foregoingGroup Companies, Acquiror shall, and shall cause its Subsidiaries to (i) maintain in each case for a period of not less than at least six (6) years from the Effective Time provisions in its Governing Documents concerning date of this Agreement. Following the Closing Date, Buyer shall cause the Company to honor any indemnification and exoneration (including provisions relating to expense advancement) agreements of Acquiror’s the Company and its Subsidiaries’ former and current officers, Subsidiaries with any of their respective directors, employees, officers and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, employees existing as of the date hereof, copies of this Agreementwhich have previously been provided to Buyer. For a period of six (6) years from and after the Closing Date, the Buyer shall either cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company or provide substitute policies or purchase a “tail policy,” in either case, of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous in any material manner to the insureds with respect to claims arising from facts or events that occurred on or before the Closing Date, except that in no event shall Buyer be required to pay with respect to such insurance policies in respect of any one policy year more than 200% of the annual premium payable by the Company for such insurance for the year ending March 31, 2009 (the “Maximum Amount”), and (ii) not amend, repeal or otherwise modify if Buyer is unable to obtain the insurance required it shall obtain as much comparable insurance as possible for the years within such provisions in any respect that would adversely affect six-year period for an annual premium equal to the rights of those Persons thereunderMaximum Amount, in respect of each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8policy year within such period.

Indemnification and Insurance. (a) From and after Following the Effective Time, Acquiror agrees that it PNC shall indemnify indemnify, defend and hold harmless each and advance expenses to the present and former director directors, officers, employees and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business agents of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each or any of its Subsidiaries subsidiaries (the “Acquiror Indemnified Parties” together with including the Company Bank), and any person presently or formerly serving at the request of the Company or any of its subsidiaries as a director, officer, employee, agent, trustee or fiduciary of another corporation, partnership, joint venture, trust or other enterprise or under or with respect to any employee benefit plan (each, an “Indemnified PartiesParty” and collectively, the “D&O Indemnified Parties”) against any all costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages damages, penalties, amounts paid in settlement or other liabilities (collectively, “Indemnified Liabilities”) incurred in connection with any Legal Proceedingclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of actions or pertaining to matters existing or omissions occurring at or prior to the Effective TimeTime (including the transactions contemplated by this Plan), whether asserted or claimed prior to, at or after the Effective Time, Time (x) to the fullest same extent that as such persons are indemnified or have the Companyright to advancement of expenses pursuant to the Governing Documents and indemnification agreements, Acquiror or their respective Subsidiariesif any, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties Plan with the Company or any of its subsidiaries and (including the advancing of expenses as incurred y) without limitation of, and in addition to, clause (x), to the fullest extent permitted under applicable Law)by law. Without limiting In the foregoingevent of any such Indemnified Liabilities, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period PNC shall pay the reasonable fees and expenses of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification counsel selected by an Indemnified Party promptly after statements therefor are received and exoneration (including provisions relating shall otherwise advance to expense advancement) such Indemnified Party upon request reimbursement of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, documented expenses reasonably incurred and (ii) not amendPNC shall cooperate in the defense of such matter. If any Indemnified Party is required to bring any action to enforce rights or to collect moneys due under this Plan and is successful in obtaining a decision that it is entitled to enforcement of any right or collection of any money in such action, repeal or otherwise modify PNC shall reimburse such provisions Indemnified Party for all of its expenses reasonably incurred in any respect that would adversely affect the rights of those Persons thereunderconnection with bringing and pursuing such action including, in each casewithout limitation, except as required by Law. Acquiror shall assume, reasonable attorneys’ fees and be liable for, each of the covenants in this Section 7.8costs.

Indemnification and Insurance. (a) From NBC and after the Effective TimeSurviving Company, Acquiror agrees that it shall jointly and severally, agree, to the fullest extent permitted under applicable law or under the Surviving Company's Certificate of Incorporation or By-laws, indemnify and hold harmless harmless, each present and former director and officer of the (x) Company and each of its Subsidiaries director, (in each case, y) officer or (z) solely to the extent acting in their capacity as such and a party to the extent such activities are related to the business an Indemnification Agreement, employee, of the Company being acquired under this Agreement) or any of its Subsidiaries, and their respective estates, heirs, personal representatives successors and assigns (each, an "Indemnified Party", and collectively, the “Company "Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”") against any costs or expenses (including reasonable attorneys’ fees)fees and expenses of counsel) as incurred, judgments, fines, losses, claims, damages or damages, liabilities incurred and amounts paid in settlement in connection with any Legal Proceedingclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, (collectively, an "Action") (x) arising out of or pertaining to matters existing the Transactions, or (y) otherwise with respect to any acts or omissions occurring at or prior to the Effective Time, in each case to the same extent as provided in the Company's amended and restated Certificates of Incorporation, By-laws or indemnification contracts with any such Indemnified Parties (to the extent such contracts have been disclosed to NBC and are identified in Section 6.5 of the Company Disclosure Schedule) (collectively, the "Indemnification Agreements"), as in effect on the date hereof, in each case for a period of six years after the date hereof, provided that any such indemnification of an employee hereunder pursuant to clause (z) of this Section 6.5(a) shall be limited to that provided in the Indemnification Agreement to which such employee is a party. In the event of any such Action, (whether asserted or claimed prior to, at arising before or after the Effective Time) and subject to the specific terms of any indemnification contract, (i) any counsel retained by the Indemnified Parties for any period after the Effective Time shall be reasonably satisfactory to NBC, (ii) after the Effective Time, NBC shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received, and (iii) the Surviving Company and NBC will cooperate in the defense of any such Action; provided, however, that in the event any claim or claims for indemnification are made within such six year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims; provided, further, that: (A) promptly after receipt by an Indemnified Party of notice of any such Action, the Indemnified Party shall, if a claim in respect thereof is to be made against the Surviving Company notify the Surviving Company in writing of this claim or the commencement of that Action (although the failure to provide such notice will not adversely affect the rights of the Indemnified Party hereunder except to the extent NBC is prejudiced by such failure); (B) the Surviving Company shall be entitled to participate in the defense of any such Action, and, to the fullest extent that it wishes, assume the Company, Acquiror defense thereof with counsel reasonably satisfactory to the Indemnified Party or their respective SubsidiariesIndemnified Parties, as the case may be; (C) the Surviving Company shall not, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement in connection with any one such Action or other organizational documents separate but substantially similar or related Actions in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions same jurisdiction arising out of the Governing Documents same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such Indemnified Parties; (D) no Indemnified Party may settle any such Action, without the prior written consent of the Surviving Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, ; and (iiE) the Surviving Company shall not amendsettle any such Action, repeal or otherwise modify unless the Indemnified Party that is subject of such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except action is fully released as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8a result thereof.

Indemnification and Insurance. (a) From The Restated Articles of Incorporation and By-laws of the Company (and the articles of incorporation and By-laws of the Surviving Corporation after the Effective Time) shall contain the provisions with respect to indemnification set forth in the Restated Articles of Incorporation and By-Laws of the Company on the date of this Agreement, Acquiror agrees which provisions, and the provisions of those certain Indemnification Agreements in effect as of the date hereof between the Company and the persons identified on Schedule 6.6, shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that it shall indemnify and hold harmless each present and former would adversely affect the rights thereunder of any individual who at any time prior to the Effective Time was an employee, agent, director and or officer of the Company or any of the Company's subsidiaries, together with each such person's heirs, representatives, successors and assigns (xindividually, an "Indemnified Party" and collectively the "Indemnified Parties") in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by the Agreement). Parent shall cause the Company (or the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, maintain in effect for not less than six years after the Effective Time the current policies of directors' and officers' liability insurance maintained by the Company and each of its Subsidiaries the Company's subsidiaries on the date hereof (provided that the Company may substitute therefor policies having at least substantially the same coverage and containing terms and conditions which are no less advantageous in each case, solely any material respect to the extent acting in their capacity persons currently covered by such policies as such and to the extent such activities are related to the business of the Company being acquired under this Agreementinsureds) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining respect to matters existing or occurring at or prior to the Effective TimeTime ; provided, whether asserted or claimed prior tohowever, that if the aggregate annual premiums for such insurance at or after any time during such period shall exceed 200% of the Effective Time, to per annum rate of premium currently paid by the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law Company and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect subsidiaries for such insurance on the date of this Agreement Agreement, then Parent shall cause the Company (or the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, provide the maximum coverage that shall then be available at an annual premium equal to indemnify 200% of such D&O Indemnified Parties (including rate. The Company represents to Parent that such per annum rate of premium currently paid by the advancing of expenses as incurred to the fullest extent permitted under applicable Law)Company and its subsidiaries is approximately $95,000. Without limiting the foregoing, Acquiror shallin the event any Indemnified Party becomes involved in any capacity in any action, and shall cause its Subsidiaries proceeding or investigation based in whole or in part on, or arising in whole or in part out of, any matter, including the transactions contemplated hereby, existing or occurring at or prior to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in , then to the extent permitted by law, Parent shall cause the Company (or the Surviving Corporation if after the Effective Time) to, and the Company (or the Surviving Corporation if after the Effective Time) shall, periodically advance to such Indemnified Party its Governing Documents concerning the indemnification legal and exoneration other expenses (including provisions relating the cost of any investigation and preparation incurred in connection therewith), subject to expense advancementthe provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto. Parent shall cause the Company (or the Surviving Corporation if after the Effective Time) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employeesto, and agents the Company (or the Surviving Corporation if after the Effective Time) shall, pay all expenses, including attorneys' fees, that are no less favorable to those Persons than may be incurred by any Indemnified Party in enforcing the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, indemnity and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants other obligations provided for in this Section 7.86.6.

Indemnification and Insurance. (a) From Without limiting any other rights available to the Artist Indemnified Parties, TPCO and after its affiliated entities (the Effective Time“TPCO Entities”) shall indemnify, Acquiror agrees that it shall indemnify defend and hold harmless each present SC Branding LLC, Artist and former director and officer of the its affiliates (x) Company and each of its Subsidiaries (in each casetheir respective members, solely to the extent acting in their capacity managers, directors, officers, employees, agents and Affiliates, as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (applicable, collectively, the “Company Artist Indemnified Parties”) harmless from and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or and all obligations, damages, losses, expenses (including reasonable outside attorneys’ fees), judgmentscauses of action, finesclaims or demands (collectively, losses“Losses”) incurred by such Artist Indemnified Parties arising from any third-party demands, claims, damages actions, causes of action, suits, proceedings, investigations or liabilities incurred inquiries, or any settlement thereto, and all related expenses, including, but not limited to, all litigation expenses (including reasonable outside attorneys’ fees and court costs) (all of the foregoing, collectively, “Claims”) that arise from or in connection with the business or other activities of the TPCO Entities (or any Legal Proceedingof them), whether civilpast, criminal, administrative present or investigative, arising out of or pertaining to matters existing or occurring at or prior future except to the Effective Timeextent caused by gross negligence or willful misconduct of any Artist Indemnified Party. If SC Branding becomes aware of any circumstances of any Claim that might or does give rise to a claim for indemnification, whether asserted then SC Branding shall promptly notify TPCO in writing of any such cause of action, claim or claimed prior todemand, and TPCO shall take control of the defense and investigation of such Claim and employ counsel reasonably acceptable to SC Branding, at TPCO’s sole cost and expense. Failure or after the Effective Timedelay in providing such notice shall not relieve TPCO of its indemnification obligations, except to the fullest extent TPCO demonstrates that the Companydefense or settlement of the Claim has been prejudiced thereby. TPCO may settle a Claim without the prior written consent of the Artist Indemnified Party, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to provided TPCO will not enter into any settlement that (i) maintain provides for any relief other than the payment of monetary damages payable solely by TPCO, (ii) includes an admission of wrongdoing on the part of any Artist Indemnified Party or (iii) does not include as an unconditional term thereof the giving by the third-party claimant to the Artist Indemnified Party of a release from all liability in respect thereof. The Artist Indemnified Party will have the right, but not the obligation, to employ separate counsel and participate in the defense of any such Claim at its sole cost (unless such separate counsel is required due to a conflict of interest with TPCO’s counsel, in which case TPCO shall indemnify and reimburse the Artist Indemnified Party for the cost of its separate counsel). If TPCO does not confirm agreement to conduct the defense on behalf of the Artist Indemnified Party at its sole cost within thirty (30) days following SC Branding’s request therefor, the Artist Indemnified Party may defend against such Claim and consent to the entry of any judgment in each case in consultation with TPCO; provided that the Artist Indemnified Party shall in no event settle any Claim without the prior consent of TPCO, such consent not to be unreasonably withheld, conditioned or delayed. TPCO shall pay for reasonable expenses to the Artist Indemnified Party on reasonable intervals as an integral part of its indemnification obligations hereunder. The obligations of the TPCO Entities under this Section 6(a) shall survive for a period of not less than six five (65) years from and the Effective Time provisions in its Governing Documents concerning TPCO Entities shall have no indemnification obligations under this Agreement with respect to any Claims that arise after the indemnification and exoneration five (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date 5)-year anniversary of this Agreement. For the avoidance of doubt, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants obligations in this Section 7.86(a) shall continue to apply after the end of such five (5)-year period with respect to any Claims arising during such five (5)-year period.

Indemnification and Insurance. (a) From Parent and after the Effective Time, Acquiror agrees ------------------------------ Acquisition Sub hereby agree that it shall indemnify and hold harmless each present and former director and officer all rights to indemnification now existing in favor of the (x) directors or officers of the Company and each its Subsidiaries (the "Indemnified Parties") as currently provided in their respective certificates or articles of incorporation or organization and By-Laws or in any agreements, contracts or arrangements with the Company or any of its Subsidiaries (in each case, solely effect on the date hereof and previously furnished to the extent acting in their capacity as such Parent and to the extent not in violation of applicable state law, shall survive the Merger and shall continue in full force and effect for a period of five years from the Effective Date; provided that, in the event any claim or claims are asserted or made -------- within such activities are related five year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. Without limiting the foregoing, to the business extent currently provided in the certificates or articles of incorporation or organization and By-Laws of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together and Massachusetts law, or agreements, contracts or arrangements disclosed to Parent with the Company or any of the Subsidiaries, in the event that any Indemnified PartiesParty becomes involved in any capacity in any action, the “D&O Indemnified Parties”) against any costs proceeding or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred investigation in connection with any Legal Proceedingmatter, whether civilincluding the transaction contemplated by this Agreement, criminaloccurring prior to, administrative and including, the Effective Date, or investigative, otherwise relating to or arising out of such matters, Parent or pertaining the Surviving Corporation shall periodically advance to matters existing such Indemnified Party his or occurring at her legal and other expenses (including the costs of any investigation and preparation incurred in connection therewith). Parent shall use all reasonable efforts to maintain in effect, or prior shall cause the Surviving Corporation to the Effective Timeuse all reasonable efforts to maintain in effect, whether asserted or claimed prior to, at or for two years after the Effective TimeDate, to the fullest extent that directors' and officers' liability insurance ("D&O Insurance") covering those persons covered by the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law 's directors' and its respective certificate of incorporation, certificate of formation, bylaws, limited officers' liability company agreement or other organizational documents in effect insurance on the date of this Agreement to indemnify or the Effective Date and which is substantially equivalent in terms of coverage and amount as the Company has in effect on the Effective Date so long as such D&O Indemnified Parties insurance is available and the annual premium therefor would not be in excess of $166,000 (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law"Maximum Premium"). Without limiting If the foregoingexisting D&O Insurance expires, Acquiror shallis terminated or cancelled during such two-year period, Parent will use all reasonable efforts to cause to be obtained as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium, on terms and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are conditions no less favorable to those Persons advantageous than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8existing D&O Insurance.

Indemnification and Insurance. (a) From and after the Effective Time, each of Acquiror and the Company agrees that it shall shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless each present and former director and officer of the (xi) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this AgreementCompany) (the “Company Indemnified Parties”) and (yii) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror and the Company shall, and shall cause its their Subsidiaries to (iA) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and its their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (iiB) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it each of Parent and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, in each case to the fullest extent permissible by applicable Law, (i) jointly and severally indemnify and hold harmless each present and current or former director and or officer of the (x) Company or its Subsidiaries and each other Person who at the Effective Time is, or at any time prior to the Effective Time was, indemnified or entitled to be indemnified by the Company or its Subsidiaries pursuant to the Company Charter Documents and the organizational documents of such Subsidiaries as in effect on the date of this Agreement or in any agreement in existence as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and such Person (in each caseeach, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the an “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified PartiesIndemnitee” together with the Company Indemnified Partiesand, collectively, the “D&O Indemnified PartiesIndemnitees”) against any costs or expenses (including reasonable attorneys’ fees)with respect to all claims, liabilities, losses, damages, judgments, fines, lossespenalties, claims, damages costs (including amounts paid in settlement or liabilities incurred compromise) and expenses (including fees and expenses of legal counsel) in connection with any Legal Proceeding, Action (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnitee is or was a member, director, manager, officer, employee or agent of the Company or pertaining such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a member, director, manager, officer, employee or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a representative of another Person (including any employee benefit plan)), in each case under clause (A) or (B), at, or at any time prior to, the Effective Time (including any Action relating in whole or in part to matters existing the Transactions or relating to the enforcement of this provision or any other indemnification or expense advancement right of any Indemnitee); provided, that (1) the Surviving Corporation shall not be liable for any settlement effected without Parent’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned), (2) except for counsel engaged for one or more Indemnitees on the date hereof, the Surviving Corporation shall not be obligated under this Section 5.06 to pay the fees and expenses of more than one legal counsel (selected by the plurality of the Indemnitees) for all Indemnitees in any jurisdiction with respect to any single Action (unless an Indemnitee reasonably concludes, based upon an opinion of counsel approved by Parent or the Surviving Corporation, which approval shall not be unreasonably withheld, delayed or conditioned, that such Indemnitee may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with defenses or counterclaims of one more other Indemnitees in such Action) and (3) the Surviving Corporation shall have no obligation hereunder to any Indemnitee unless the Surviving Corporation receives an undertaking by or on behalf of such Indemnitee to repay such legal or other expenses if it is ultimately determined under applicable Law that such Indemnitee is not entitled to be indemnified, and (ii) assume (in the case of the Surviving Corporation, in the Merger without any further action) all obligations of the Company and such Subsidiaries to the Indemnitees in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after Time as provided in the Effective Time, to Company Charter Documents and the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents of such Subsidiaries as in effect on the date of this Agreement (and that have been made available to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (iParent) maintain for a period of not less than six (6) years from the Effective Time provisions or in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, any agreement in each case, existence as of the date of this Agreement, Agreement providing for indemnification or advancement of expenses between the Company or any of its Subsidiaries and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8Indemnitee.

Indemnification and Insurance. 11.1 The Supplier agrees to indemnify ENBC and all ENBC Subsidiaries and ENBC Franchisees for, and hold ENBC and all ENBC Subsidiaries and ENBC Franchisees that purchase Products harmless from and against, all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel fees) incurred or suffered by them resulting from: (a) From and after any breach of any representation or warranty made by the Effective Time, Acquiror agrees that it shall indemnify and hold harmless each present and former director and officer Supplier in or pursuant to this Agreement; (b) any default in the performance of any of the covenants or agreements made by the Supplier in this Agreement; (xc) Company any claim or action by any consumer or any other third party arising out of the production or sale of the Products by the Supplier (including any claims or actions for personal injury and each of its Subsidiaries (in each caseany products liability claims or action), solely provided, however, that the Supplier shall have no obligation to the extent acting in their capacity as such and indemnify ENBC or any ENBC Subsidiary or ENBC Franchisee with respect to any claim or action to the extent such activities are related claim or action is attributable to the business alteration, handling or misbranding of Products after they have been delivered to ENBC or any ENBC Subsidiary or ENBC Franchisee or is attributable to the use by the Supplier of the Company being acquired under this AgreementFormulations, Procedures and Specifications; or (d) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Partiesany claim or action brought by any federal, the “D&O Indemnified Parties”) against any costs state, local or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred foreign governmental agency in connection with the production or sale of the Products by the Supplier (including without limitation any Legal Proceedingclaim or action under any law or regulation relating to public health, whether civilthe sale of food and drugs, criminaland the safe conduct of business), administrative provided, however, that the Supplier shall have no obligation to indemnify ENBC or investigative, arising out of any ENBC Subsidiary or pertaining ENBC Franchisee with respect to matters existing any claim or occurring at or prior action to the Effective Time, whether asserted extent such claim or claimed prior to, at or after the Effective Time, action is attributable to the fullest extent that the Companyalteration, Acquiror handling or their respective Subsidiaries, as the case may be, would misbranding of Products after they have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement delivered to ENBC or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred any ENBC Subsidiary or ENBC Franchisee or is attributable to the fullest extent permitted under applicable Law). Without limiting use by the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions Supplier of the Governing Documents of the CompanyFormulations, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, Procedures and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8Specifications.

Indemnification and Insurance. (a) From Tenant agrees and after the Effective Time, Acquiror agrees acknowledges that it shall indemnify use the Rooftop Area at its sole risk, and Tenant absolves and fully releases Landlord and Landlord Parties, from (i) any and all cost, loss, damage, expense, liability, and cause of action, whether foreseeable or not, arising from any cause, that Tenant may suffer to its personal property located in the Rooftop Area, or (ii) that Tenant or Tenant’s officers, agents, employees, or independent contractors Landlord or the Landlord Parties may suffer as a direct or indirect consequence of Tenant’s use of the Rooftop Area, the Antenna or access areas to the Rooftop Area, or (iii) any other cost, loss, damage, expense, liability, or cause of action arising from or related to this Agreement, excluding that caused by the gross negligence or willful misconduct of Landlord or the Landlord Parties. In addition, Tenant agrees to indemnify, defend, protect, and hold Landlord and the Landlord Parties harmless each present from and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs loss, cost, damage, liability, expense, claim, action or expenses cause of action of any third party (including including, but not limited to, reasonable attorneys’ fees)fees and costs, judgmentsand, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to if Landlord requires the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions removal of the Governing Documents Antenna at the end of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date term of this Agreement, any leaks in the roof or roof membrane during the 5-year period following Tenant’s removal of the Antenna and (ii) not amendany other rooftop equipment), repeal whether foreseeable or otherwise modify not, resulting as a direct or indirect consequence of Tenant’s use of the Rooftop Area, the Antenna or access areas to the Rooftop Area, except when such provisions cost, loss, damage, expense, or liability is due to the gross negligence or willful misconduct of Landlord. In addition, Tenant will procure and maintain, at Tenant’s sole expense, insurance in any respect that would adversely affect connection with the rights of those Persons thereunderRooftop Area, the Antenna and the obligations assumed by Tenant under this Agreement, in each case, except the same amounts and with the same types of coverage as required to be procured by Law. Acquiror shall assume, and be liable for, each of Tenant under the covenants in this Section 7.8Lease.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it to the fullest extent permitted under applicable Laws, Parent shall, and shall cause the Surviving Entity to, (i) indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) Person against any reasonable costs or expenses (including reasonable attorneys’ fees and all other reasonable costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Proceeding, including any Proceeding relating to a claim for indemnification or advancement brought by an Indemnified Person), judgments, fines, losses, claims, damages or liabilities incurred liabilities, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) in connection with any Legal actual or threatened Proceeding, whether civiland, criminalupon receipt by Parent of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined in a final and non-appealable judgment entered by a court of competent jurisdiction that the Indemnified Person is not entitled to be indemnified, administrative or investigativeprovide advancement of expenses with respect to each of the foregoing to, arising out all Indemnified Persons; and (ii) honor the provisions regarding elimination of or pertaining to matters existing or occurring at or liability of officers and directors, indemnification of officers, directors and employees and advancement of expenses contained in the Organizational Documents of the Partnership and the General Partner immediately prior to the Effective Time, whether asserted and ensure that the Organizational Documents of the Partnership and the General Partner or claimed prior toany of their respective successors or assigns, at or after if applicable, shall, for a period of six years following the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time contain provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable with respect to those Persons than the provisions indemnification, advancement of expenses and exculpation of present and former directors, officers and employees of the Governing Documents Partnership and the General Partner than are presently set forth in such Organizational Documents. Any right of the Companyan Indemnified Person pursuant to this Section 6.6(a) shall not be amended, Acquiror or their respective Subsidiariesrepealed, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal terminated or otherwise modify such provisions modified at any time in any respect a manner that would adversely affect the rights of those Persons thereunder, in each case, except such Indemnified Person as required by Law. Acquiror shall assumeprovided herein, and shall be liable forenforceable by such Indemnified Person and their respective heirs and Representatives against Parent, each of the covenants in this Section 7.8Partnership and the General Partner and their respective successors and assigns.

Indemnification and Insurance. (a) From and after the Effective TimeTime through the sixth anniversary of the date on which the Effective Time occurs, Acquiror agrees that it Parent shall cause the Surviving Corporation to, (i) indemnify and hold harmless each present and former individual who at the Effective Time is, or at any time prior to the Effective Time was, a director and or officer of the (x) Company and each or of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business a Subsidiary of the Company being acquired under this Agreement) (the each, an “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified PartiesIndemnitee” together with the Company Indemnified Partiesand, collectively, the “D&O Indemnified PartiesIndemnitees”) against any costs or expenses (including reasonable attorneys’ fees)with respect to all claims, liabilities, losses, damages, judgments, fines, lossespenalties, claims, damages costs (including amounts paid in settlement or liabilities incurred compromise) and expenses (including fees and expenses of legal counsel) in connection with any Legal Proceedingclaim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnitee was a director or officer of the Company or pertaining such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan)), in each case under (A) or (B), at, or at any time prior to, the Effective Time (including any claim, suit, action, proceeding or investigation relating in whole or in part to matters existing the Transactions), to the fullest extent permitted under applicable Law, and (ii) assume all obligations of the Company and such Subsidiaries to the Indemnitees in respect of indemnification (and advancement of expenses) and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, as provided in the Company Charter Documents and the organizational documents of such Subsidiaries as currently in effect, and Parent shall cause the Surviving Corporation and its Subsidiaries to maintain such rights to indemnification (and advancement of expenses) and exculpation provided in the Company Charter Documents and the organizational documents of such Subsidiaries as currently in effect. Without limiting the foregoing, Parent, from and after the Effective Time until six years from the Effective Time, shall cause, unless otherwise required by Law, the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable to the fullest extent that the Company, Acquiror or their respective Subsidiaries, Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are set forth as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement in the Company Charter Documents, which provisions shall not be amended (whether by merger, consolidation or otherwise), repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, from the Effective Time until six years from the Effective Time, Parent shall cause the Surviving Corporation to indemnify such D&O Indemnified Parties pay any expenses (including fees and expenses of legal counsel) of any Indemnitee under this Section 5.9 (including in connection with enforcing the advancing of expenses indemnity and other obligations referred to in this Section 5.9) as incurred to the fullest extent permitted under applicable Law; provided that the individual to whom expenses are advanced provides an undertaking to repay such advances if it shall be determined that such person is not entitled to be indemnified pursuant to this Section 5.9(a). Without limiting Notwithstanding anything to the foregoing, Acquiror shall, and shall cause its Subsidiaries to (icontrary contained in this Section 5.9(a) maintain for a period of not less than six (6) years from the Effective Time provisions or elsewhere in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, neither Parent nor the Surviving Corporation shall (and (iiParent shall cause the Surviving Corporation not to) not amend, repeal settle or compromise or consent to the entry of any judgment or otherwise modify seek termination with respect to any claim, action, suit, proceeding or investigation of a covered person for which indemnification may be sought under this Section 5.9(a) unless such provisions in any respect that would adversely affect the rights settlement, compromise, consent or termination includes an unconditional release of those Persons thereundersuch covered person from all liability arising out of such claim, in each caseaction, except as required by Law. Acquiror shall assumesuit, proceeding or investigation, and be liable fordoes not include an admission of fault or wrongdoing by any Indemnitee or such Indemnitee otherwise consents in writing to such settlement, each of the covenants in this Section 7.8compromise, consent or termination.

Indemnification and Insurance. (a) From A. In addition to all indemnification obligations in the Order, these Terms and after the Effective TimeConditions, Acquiror and any other agreement between Xxxxx and Seller, Seller agrees that it shall to indemnify and hold harmless each present Buyer, its employees, attorneys, agents, Customers, and former director invitees from and officer against all liability, demands, claims, losses, costs, damage and expenses, including actual attorneys’ fees (collectively, “Claims”) by reason of or on account of property damages, personal injury, death or any other Claims arising out of, as result of, or in connection with the performance of the (xOrder and/or the Goods, including Claims which are occasioned by any defect in the Goods and/or Breach of the Order, these Terms and Conditions, and Claims caused, directly or indirectly, by any acts of Seller, its employees, agents, subcontractors, and invitees. Seller waives the application of the doctrine of comparative negligence and other doctrines that may otherwise allocate the liability covered by Seller’s indemnity. Upon becoming aware of any Claim, Xxxxx will notify Seller and Seller, at Xxxxx’s option, and at Seller’s sole expense, will undertake defense of the Claim(s) Company through counsel approved by Xxxxx. Seller will first obtain written authorization from Buyer before settlement is made of the Claim(s), including any terms that admit the existence of a defect in Goods or a failure of Buyer to fully and each faithfully perform its obligations. In the alternative, Buyer may elect to undertake defense of its Subsidiaries (in each casethe Claim(s), solely to the extent acting in their capacity as such it is asserted against Xxxxx, and Xxxxxx agrees to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Partiesreimburse Buyer on a monthly basis for all expenses, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable actual attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause other costs incurred by Xxxxx. Buyer will have no obligation to Seller arising from its Subsidiaries failure to (i) maintain for a period notify Seller of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8Claim.

Indemnification and Insurance. (ai) From and after the Effective Time, Acquiror agrees that it Company shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each caseExecutive, solely to the maximum extent acting in their capacity as such and permitted by law if he is made, or threatened to the extent such activities are related be made, a party to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Partiesany threatened, the “D&O Indemnified Parties”) against any costs pending or expenses (including reasonable attorneys’ fees)completed action, judgments, fines, losses, claims, damages suit or liabilities incurred in connection with any Legal Proceedingproceeding, whether civil, criminal, administrative or investigative, arising out including an action by or in the right of Company to procure a judgment in its favor (collectively, a “Proceeding”), for any losses incurred by the Executive: i) as a direct consequence of the discharge of Executive’s duties or pertaining to matters existing or occurring at or prior to by reason of the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent fact that the Executive is or was a director or officer of Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and ; (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect as a direct consequence of Executive’s obedience to the rights directions of those Persons thereunderCompany (and, in each casethe case of a criminal proceeding, except as actions for which Executive had no reasonable cause to believe they were unlawful). The indemnification shall include judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys’ fees and disbursements) paid or incurred in connection with any such Proceeding;. Company shall, from time to time, and in the sole discretion of Company’s Board of Directors, reimburse or advance to the Executive the funds necessary for payment of expenses, including attorneys’ fees and disbursements, incurred in connection with any Proceeding in advance of the final disposition of such Proceeding; provided, however, that, if required by Law. Acquiror shall assumeapplicable law, and be liable for, each such expenses incurred by or on behalf of the covenants Executive may be paid in advance of the final disposition of a Proceeding only upon receipt by Company of an undertaking, by or on behalf of the Executive, to repay any such amount so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that the Executive is not entitled to be indemnified for such expenses. The right to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Section 7.8shall not be deemed exclusive of any other rights which the Executive may now or hereafter have under any law, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in Executive’s official capacity and as to action in another capacity while holding such office; provided, however, that Company shall not be obligated to reimburse or advance expenses which have been paid directly to the Executive under the Company’s director and officer liability insurance. The right to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Section shall continue as to the Executive after she has ceased to be a director, officer or employee of Company and shall inure to the benefit of the heirs, executors and administrators of the Executive’s estate.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it Parent and the Surviving Entity shall indemnify indemnify, defend and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the fullest extent acting in their capacity as such and permitted under Applicable Law each Person who is, or has been at any time prior to the extent such activities are related to the business Effective Time, an officer or director of the Company being acquired under this Agreement) (the “Company Indemnified Parties”or any Subsidiary thereof) and (y) Acquiror and each Person who served at the request of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company as a director, officer, trustee, or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (individually, an “Indemnified PartiesParty” and, collectively, the “D&O Indemnified Parties”) against any all losses, claims, damages, liabilities, costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred penalties and amounts paid in settlement in connection with any Legal Proceedingclaim, whether civilaction, criminalsuit, administrative proceeding or investigative, investigation arising out of or pertaining to matters existing acts or occurring at omissions, or prior to the Effective Timealleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed prior to, at before or after the Effective Time. In the event of any such claim, to action, suit, proceeding or investigation (an “Action”), (i) Parent and the fullest extent that the Company, Acquiror or their respective SubsidiariesSurviving Entity shall pay, as incurred, the case may befees and expenses of counsel selected by the Indemnified Party, would have been permitted under applicable Law which counsel shall be reasonably acceptable to Parent and its respective certificate the Surviving Entity, in advance of incorporation, certificate the final disposition of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify any such D&O Indemnified Parties (including the advancing of expenses as incurred Action to the fullest extent permitted under applicable Law). Without limiting by Applicable Law and, if required, upon receipt of any undertaking required by Applicable Law to repay the foregoing, Acquiror shall, and shall cause its Subsidiaries amounts so advanced to (i) maintain for a period of the extent it is ultimately determined that such Indemnified Party is not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating entitled to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreementindemnification, and (ii) Parent and the Surviving Entity will cooperate in the defense of any such matter; provided, however, Parent and the Surviving Entity shall not amendbe liable for any settlement effected without their written consent (which consent shall not be unreasonably withheld or delayed), repeal or otherwise modify such provisions and provided further, that Parent and the Surviving Entity shall not be obligated pursuant to this ‎Section 5.11 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any respect that would adversely affect the rights of those Persons thereundersingle Action, unless, in each case, except as required by Law. Acquiror shall assume, and be liable for, each the good faith judgment of any of the covenants Indemnified Parties, there is or may be a conflict of interests between two or more of such Indemnified Parties, in this Section 7.8which case there may be separate counsel for each similarly situated group.

Indemnification and Insurance. Tenant shall save Landlord, its mortgagees, agents, employees, independent contractors, invitees, and any other parties designated by Landlord from time to time (a) From and after the Effective Time, Acquiror agrees that it shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Partiescollectively, the “D&O Indemnified Parties”"Indemnitees") harmless and indemnified (and shall defend the Indemnitees with counsel reasonably approved by the Indemnitees) against any costs claim, loss or expenses cost arising in whole or in part out of any injury, loss, theft or damage to any person or property while on or in the Premises, or within the Xxxxx Xxxxx Office Park if in transit to or from the Premises, or out of any condition within or around the Premises, if not due solely to negligence or willful misconduct of the Indemnitees, and to any person or property anywhere occasioned by any act, omission, neglect or default of Tenant or of employees, agents, independent contractors or invitees of Tenant or any person acting under Tenant. In addition to the foregoing, Landlord may make all repairs and replacements to the improvements on the Land resulting from acts or omissions of Tenant's employees, agents, independent contractors or invitees or any other persons acting under Tenant (including damage and breakage occurring as a result of work performed by or for Tenant and when Tenant's property is being moved into or out of the Building) and Landlord may recover all reasonable attorneys’ fees)costs and expenses thereof from Tenant as additional charges. Throughout the Term (and such earlier or further time as Tenant or any person claiming through Tenant enters upon or occupies any part of the Premises whether pursuant to a license or otherwise) Tenant shall maintain in a responsible company or companies approved by Landlord, judgmentsliability insurance in form satisfactory to Landlord, fineswritten on an occurrence basis, lossesinsuring the Indemnitees and other parties designated by Landlord, and Tenant, as their respective interests may appear, against all claims, damages demands or liabilities incurred actions for injury, death, and property damage in connection amounts not less than those specified in Section 1.1 (as such amounts may, from time to time, be reasonably increased by Landlord). All insurance to be maintained by Tenant under this Section 5.5 shall provide that it will not be subject to cancellation, termination, or adverse change except after at least 30 days' prior written notice to the Indemnitees and other parties designated by Landlord. The policy or policies or a duly executed certificate or certificates for the same (together with any Legal Proceedingsatisfactory evidence of the payment of the premium thereon if requested by Landlord) shall be deposited with Landlord and other parties designated by Landlord at the beginning of the Term and, whether civilupon renewals of such policies, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or not less than 30 days prior to the Effective Timeexpiration of the term of such coverage. If Tenant fails to comply with any of the foregoing requirements, whether asserted or claimed prior toLandlord may obtain such insurance on behalf of Tenant and may keep the same in effect, at or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiariesand Tenant shall pay Landlord, as additional charges (which shall constitute rent hereunder), the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date premium cost thereof upon written demand. The covenants of this Agreement to indemnify such D&O Indemnified Parties (including Section 5.5 shall survive the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions expiration of the Governing Documents of the Company, Acquiror Term or their respective Subsidiaries, as applicable, in each case, as of the date earlier termination of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8Lease.

Indemnification and Insurance. (a) From For six years from and after the Effective Time, Acquiror agrees that it Lyondell shall indemnify indemnify, defend and hold harmless to the fullest extent permitted under Applicable Law each present and former person who is, or has been at any time prior to the Effective Time, an officer or director and officer of the Millennium or Millennium Merger Sub (xor any Subsidiary or division thereof) Company and each person who served at the request of its Subsidiaries Millennium as a director, officer, limited liability company member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (in each caseindividually, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the an “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified PartiesParty” together with the Company Indemnified Partiesand, collectively, the “D&O Indemnified Parties”) against any all losses, claims, damages, liabilities, costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred penalties and amounts paid in settlement in connection with any Legal Proceedingthreatened, whether civilpending or completed claim, criminalaction, administrative suit, proceeding, investigation or investigative, inquiry arising out of or pertaining to matters existing acts or occurring at omissions, or prior to the Effective Timealleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed prior to, at before or after the Effective Time. In the event of any such threatened, pending or completed claim, action, suit, proceeding, investigation or inquiry (an “Action”), Lyondell shall pay, as incurred, the fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to Lyondell, in advance of the final disposition of any such Action to the fullest extent permitted by Applicable Law (provided the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to the Companyindemnification) and, Acquiror if required, upon receipt of any undertaking required by Applicable Law; provided, however, Lyondell or their respective Subsidiariesthe Surviving Entity, as the case may be, would have been permitted under applicable Law shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed), and its respective certificate provided further, that Lyondell shall not be obligated pursuant to this Section 7.15 to pay the fees and disbursements of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O more than one counsel for all Indemnified Parties (including in any single Action, unless, in the advancing good faith judgment of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions any of the Governing Documents Indemnified Parties, there is or may be a conflict of the Company, Acquiror interests between two or their respective Subsidiaries, as applicablemore of such Indemnified Parties, in which case there may be separate counsel for each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8similarly situated group.

Indemnification and Insurance. (a) From and after 8.6.1 The Acquiror shall to the Effective Timefullest extent permitted under applicable Law or its Organizational Documents, Acquiror agrees that it shall indemnify and hold harmless harmless, each present and former director and director, officer or employee of the Acquiror or any Acquiror Subsidiary (x) Company and each of its Subsidiaries (in each casecollectively, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company "Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”") against any costs or expenses (including reasonable attorneys’ ' fees), judgments, fines, losses, claims, damages or damages, liabilities incurred and amounts paid in settlement in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, Proceeding (x) arising out of or pertaining to matters existing the transactions contemplated by this Agreement or (y) otherwise with respect to any acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective TimeClosing Date, to the fullest same extent that as provided in the Company, Acquiror Acquiror's Organizational Documents or their respective Subsidiaries, any applicable contract or agreement as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoinghereof, Acquiror shall, and shall cause its Subsidiaries to (i) maintain in each case for a period of not less than six years after the Closing Date. In the event of any such Proceeding (6whether arising before or after the Closing Date), (i) years from any counsel retained by the Effective Time provisions Indemnified Parties for any period after the Closing Date shall be reasonably satisfactory to the Acquiror, (ii) after the Closing Date, the Acquiror shall pay the reasonable fees and expenses of such counsel, promptly after statements therefore are received, provided that the Indemnified Parties shall be required to reimburse the Acquiror for such payments in its Governing Documents concerning the indemnification circumstances and exoneration (including provisions relating to expense advancement) of the extent required by the Acquiror’s and its Subsidiaries’ former and current officers's Organizational Documents, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror any applicable contract or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreementagreement or applicable Law, and (iiiii) the Acquiror will cooperate in the defense of any such matter; provided, however, that the Acquiror shall not amendbe liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunderfurther, that, in the event that any claim or claims for indemnification are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm to represent them in each caseapplicable jurisdiction with respect to any single action unless there is, except as required by Law. Acquiror shall assumeunder applicable standards of professional conduct, and be liable fora conflict on any significant issue between the positions of any two or more Indemnified Parties, in which case each Indemnified Person with respect to whom such a conflict exists (or group of the covenants such Indemnified Persons who among them have no such conflict) may retain one separate law firm in this Section 7.8each applicable jurisdiction.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it the Surviving Company shall, and Parent shall cause the Surviving Company to, (i) indemnify and hold harmless each present and former individual who at the Effective Time is, or at any time prior to the Effective Time was, a director and or officer of the (x) Company and each or of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business a Subsidiary of the Company being acquired under this Agreement) (the each, an “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified PartiesIndemnitee” together with the Company Indemnified Partiesand, collectively, the “D&O Indemnified PartiesIndemnitees”) against any costs or expenses (including reasonable attorneys’ fees)with respect to all claims, liabilities, losses, damages, judgments, fines, lossespenalties, claims, damages costs (including amounts paid in settlement or liabilities incurred compromise) and expenses (including fees and expenses of legal counsel) in connection with any Legal Proceeding, Action (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnitee was a director or officer of the Company or pertaining such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan)), in each case under clause (A) or (B), at, or at any time prior to, the Effective Time (including any Action relating in whole or in part to matters existing the Transactions or relating to the enforcement of this provision or any other indemnification or advancement right of any Indemnitee), to the fullest extent permitted under applicable Law; provided that no Indemnitee shall be indemnified against any liability which by virtue of any rule of law attaches to such Indemnitee in respect of any fraud or dishonesty of which such Indemnitee may be guilty in relation to the Company, and (ii) assume all obligations of the Company and such Subsidiaries to the Indemnitees in respect of indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after Time as provided in the Effective Time, to Company Organizational Documents and the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents of such Subsidiaries as in effect on the date of this Agreement or in any agreement in existence as of the date of this Agreement providing for indemnification between the Company and any Indemnitee. Without limiting the foregoing, Parent, from and after the Effective Time, shall cause, unless otherwise required by Law, the memorandum of association and bye-laws of the Surviving Company to indemnify such D&O Indemnified Parties contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date of this Agreement in the Company Organizational Documents, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, from the Effective Time, Parent shall cause the Surviving Company to advance any expenses (including fees and expenses of legal counsel) of any Indemnitee under this Section 5.08 (including in connection with enforcing the advancing of expenses indemnity and other obligations referred to in this Section 5.08) as incurred to the fullest extent permitted under applicable Law). Without limiting ; provided that the foregoing, Acquiror shall, and individual to whom expenses are advanced provides an undertaking to repay such advances if it shall cause its Subsidiaries be determined that such person is not entitled to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating be indemnified pursuant to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.85.08(a).

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it Parent shall indemnify cause the Surviving Corporation to indemnify, defend and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the fullest extent acting in their capacity as such and permitted under applicable law each person who is immediately prior to the extent such activities are related Effective Time, or has been at any time prior to the business Effective Time, an officer or director of the Company being acquired under this Agreement(or any Subsidiary or division thereof) and each person who immediately prior to the effective time is serving or prior to the Effective Time has served at the request of the Company as a director, officer, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (individually, an "Indemnified Party" and, collectively, the “Company "Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”") against any all losses, claims, damages, liabilities, costs or expenses (including reasonable attorneys’ ' fees), judgments, fines, losses, claims, damages or liabilities incurred penalties and amounts paid in settlement in connection with any Legal Proceedingclaim, whether civilaction, criminalsuit, administrative proceeding or investigative, investigation arising out of or pertaining to matters existing acts or occurring at omissions, or prior to the Effective Timealleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed prior to, at before or after the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (an "Action"), (i) Parent shall cause the Surviving Corporation to the fullest extent that the Company, Acquiror or their respective Subsidiariespay, as incurred, the case may befees and expenses of counsel selected by the Indemnified Party, would have been permitted under applicable Law and its respective certificate which counsel shall be reasonably acceptable to Parent, in advance of incorporation, certificate the final disposition of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify any such D&O Indemnified Parties (including the advancing of expenses as incurred Action to the fullest extent permitted under by applicable Law). Without limiting the foregoinglaw, Acquiror shalland, and shall cause its Subsidiaries to (i) maintain for a period if required, upon receipt of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreementany undertaking required by applicable law, and (ii) Parent will, and will cause the Surviving Corporation to, cooperate in the defense of any such matter; provided, however, neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not amendbe unreasonably withheld or delayed), repeal or otherwise modify such provisions and provided further that neither Parent nor the Surviving Corporation shall be obligated pursuant to this Section 5.13(a) to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any respect that would adversely affect the rights of those Persons thereundersingle Action, unless, in each case, except as required by Law. Acquiror shall assume, and be liable for, each the good faith judgment of any of the covenants Indemnified Parties, there is or may be a conflict of interests between two or more of such Indemnified Parties, in this Section 7.8which case there may be separate counsel for each similarly situated group.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it Parent shall, and shall indemnify cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each present current and former director director, officer and officer employee of the (x) Company and each any of its Subsidiaries (in each caseeach, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the an “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified PartiesIndemnitee” together with the Company Indemnified Partiesand, collectively, the “D&O Indemnified PartiesIndemnitees”) against any costs or expenses (including reasonable attorneys’ fees)all claims, liabilities, losses, damages, judgments, fines, lossespenalties, claims, damages costs (including amounts paid in settlement or liabilities incurred compromise) and expenses (including fees and expenses of legal counsel) in connection with any Legal Proceeding, actual or threatened Action (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of of, relating to or pertaining in connection with any action or omission relating to matters existing their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or prior in part to the Effective TimeAgreement or the Transactions), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the Subsidiary Charter Documents, if applicable, listed on Section 5.8 of the Company Disclosure Schedule and (B) any indemnification agreements listed on Section 5.8 of the Company Disclosure Schedule with an Indemnitee, which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Law). Without limiting the foregoing, Acquiror shall, from and shall cause its Subsidiaries to (i) maintain for a period of not less than after the Effective Time until six (6) years from the Effective Time Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, cause the certificate of incorporation and bylaws of the Surviving Corporation to include provisions in its Governing Documents concerning the indemnification for limitation of liabilities of directors and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directorsindemnification, employees, advancement of expenses and agents that are exculpation of the Indemnitees no less favorable to those Persons the Indemnitees than as set forth in the provisions of the Governing Company Charter Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of effect on the date of this Agreement, and (ii) which provisions shall not amendbe amended, repeal repealed or otherwise modify such provisions modified in any respect a manner that would adversely affect the rights thereunder of those Persons thereunder, in each case, the Indemnitees except as required by applicable Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8.

Indemnification and Insurance. Seller agrees to defend, hold harmless, and indemnify (aincluding reasonable attorneys’ fees and costs) From Buyer, its customers, affiliates, divisions, or wholly owned subsidiaries, and after the Effective Timeany employee or agent thereof (hereinafter collectively referred to as “Indemnitees”), Acquiror agrees that it shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each caseagainst all liabilities, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Partiesclaims, the “D&O Indemnified Parties”) against any costs or losses, expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, demands arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to connection with (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating injuries to expense advancement) of AcquirorSeller's or Buyer’s and its Subsidiaries’ former and current officersagents, directorsservants, employees, or representatives (collectively, “Representatives”) of every nature and agents that are no less favorable to description except those Persons than the provisions arising out of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and Buyer's negligence; (ii) Seller’s breach of its representations or warranties hereunder; (iii) damage to the property of any person caused by Seller or its Representatives; or (iv) infringement of copyrights, patents, trade secret, trademarks or other intellectual property rights based upon the use of Products furnished by Seller under this Order or Seller’s performance of this Order. Seller shall, prior to commencement of performance, transmit to Buyer a certificate of insurance affirming that Seller has the following types of insurance and minimum coverage amounts: (1) Worker's Compensation and related insurance and/or bonds required by the law of the State in which the work is to be performed; (2) Employer's liability insurance with limits of $1,000,000 USD per occurrence; (3) Commercial General Liability Insurance including contractual liability, product liability, and blanket contractual liability for both personal and property damage in the amount of $2,000,000 USD; (4) If the use of vehicles is required, Automobile liability, including non-owner automobile liability for both bodily injury and property damage in the amount of $2,000,000 USD combined single occurrence. The certificate of insurance shall name Indemnitees as an additional insured and contain a clause that the policy cannot amendbe changed or materially altered without at least thirty (30) days advance notice to Buyer. At Buyer's request, repeal Seller shall maintain greater coverage amounts and other types of insurance. In case of failure to furnish said policies and/or certificates of insurance, or otherwise modify cancellation of any required insurance, Buyer may terminate this order. Irrespective of the above, in such provisions cases where Seller provides Buyer “Specialized Services” in terms of the Mexican Federal Labor Law in force as of April 24th, 2021, Seller agrees to defend, hold harmless, and indemnify (including reasonable attorneys’ fees and costs) Buyer against all liabilities, claims, losses, expenses (including reasonable attorneys’ fees), or demands arising out of or in connection with its civil, labor, administrative, tax, social security related obligations and/or any other obligations which may derive in any respect that would adversely affect type of fine and/or penalties levied by the rights of those Persons thereundercorresponding authorities, in each case, except as required derived and/or due to failure to comply with such obligations by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8Seller and/or its employees for reasons directly or indirectly attributable to Seller.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it Newco and, as applicable, the Dynegy Surviving Entity and the Enron Surviving Entity shall indemnify indemnify, defend and hold harmless to the fullest extent permitted under applicable law each present and former director and officer of the person (x) Company and each of its Subsidiaries (in each caseother than any Excluded Person, solely except to the extent acting in their capacity as such and of existing irrevocable contractual rights) who is, or has been at any time prior to the extent such activities are related Effective Time, an officer or director of Dynegy or Enron, respectively, or any Subsidiary or division thereof, and each person who served at the request of Dynegy or Enron, respectively, as a director, officer, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, and each person who is, or has been at any time prior to the business of Effective Time, a party to a written employee indemnification agreement with Dynegy or Enron or any Subsidiary thereof (individually, an "Indemnified Party" and, collectively, the Company being acquired under this Agreement) (the “Company "Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”") against any all losses, claims, damages, liabilities, costs or expenses (including reasonable attorneys’ ' fees), judgments, fines, losses, claims, damages or liabilities incurred penalties and amounts paid in settlement in connection with any Legal Proceedingclaim, whether civilaction, criminalsuit, administrative proceeding or investigative, investigation arising out of or pertaining to matters existing acts or occurring at omissions, or prior to the Effective Timealleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed prior to, at before or after the Effective Time. In the event of any such claim, to the fullest extent that the Companyaction, Acquiror suit, proceeding or their respective Subsidiariesinvestigation (an "Action"), (i) Newco and, as applicable, the case may beDynegy Surviving Entity or the Enron Surviving Entity shall pay, would have been permitted under applicable Law as incurred, the fees and its respective certificate expenses of incorporationcounsel selected by the Indemnified Party, certificate which counsel shall be reasonably acceptable to Newco and such Surviving Entity, in advance of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date final disposition of this Agreement to indemnify any such D&O Indemnified Parties (including the advancing of expenses as incurred Action to the fullest extent permitted under by applicable Law). Without limiting the foregoinglaw and, Acquiror shallif required, and shall cause its Subsidiaries to (i) maintain for a period upon receipt of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreementany undertaking required by applicable law, and (ii) Newco and such Surviving Entity shall cooperate in the defense of any such matter; provided, however, Newco and such Surviving Entity shall not amendbe liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed), repeal or otherwise modify and provided further, that Newco and such provisions Surviving Entity shall not be obligated pursuant to this Section 7.13 to pay the fees and disbursements of more than one counsel (other than local counsel) for all Indemnified Parties in any respect that would adversely affect the rights of those Persons thereundersingle Action, unless, in each case, except as required by Law. Acquiror shall assume, and be liable for, each the good faith judgment of any of the covenants Indemnified Parties, there is or may be a conflict of interests between two or more of such Indemnified Parties, in which case there may be separate counsel for each similarly situated group. For purposes of this Section 7.8.Agreement, "

Indemnification and Insurance. (a) From 13.1 Tengion, its Affiliates, its joint venture partners, co-promoters and after the Effective Time, Acquiror agrees that it shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior torespective Sublicensees will, at or after all times during the Effective TimeDuration and thereafter, to the fullest extent that the Companyindemnify, Acquiror or hold harmless, and defend WFUHS and Wake Forest University and their respective Subsidiariestrustees, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, agents, subcontractors, students and agents that are no less favorable to those Persons than affiliates and their respective successors, heirs and assigns (the provisions “Indemnitees”) from and against all claims, losses, damages, and liabilities of any kind or nature, as well as all costs and expenses, including legal expenses and reasonable attorneys’ fees, incurred by or imposed on any of the Governing Documents Indemnitees which arise or may arise at any time out of or in connection with any third party claim relating to this Agreement or any act or omission of Tengion, its Affiliates, its joint venture partners, its co-promoters and their respective Sublicensees involving any of the CompanyLicensed Products or the Patent Rights, Acquiror including without limitation any action or their respective Subsidiaries, as applicable, in each case, as claim arising out of the date manufacture, use, sale, lease, commercialization, licensing or distribution of this AgreementLicensed Products or any system, and method, process, apparatus, device, product, article or appliance derived from or using the Licensed Products, Know-How or the Patent Rights. Tengion agrees that if any such claim is asserted or such suit is brought against an Indemnitee, Tengion will defend the claim or suit at the expense of Tengion. WFUHS will cooperate with Tengion (iiat Tengion’s expense) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each management of the covenants defense of the claim or suit. The counsel chosen by Tengion (which may be the same * Confidential Treatment Requested 28 attorneys as those representing Tengion unless prohibited by attorney ethical rules relating to conflict of interest) must be reasonably acceptable to WFUHS; provided, where the Parties are co-defendants, WFUHS will be free to select its own counsel (the reasonable cost of which shall be borne by Tengion) if it in this Section 7.8good faith determines that an actual or potential material conflict of interest would arise if a single counsel were to represent both Parties in defense of the claim or suit. Tengion will not settle or compromise any claim or action in a manner that imposes any restrictions or obligations on WFUHS without WFUHS’s prior written consent, which consent will not be unreasonably withheld.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it shall indemnify and hold harmless each present and former director and officer in the event of the (x) Company and each of its Subsidiaries (in each caseany claim, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Partiesaction, the “D&O Indemnified Parties”) against any costs suit, proceeding or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceedinginvestigation, whether civil, criminalcriminal or administrative, administrative including, without limitation, any such claim, action, suit, proceeding or investigativeinvestigation in which any of the present or former officers or directors (the "Managers") of the COMPANY or any of the COMPANY's Subsidiaries is, arising out or is threatened to be, made a party by reason of the fact that he or pertaining to matters existing she served as a Manager of the COMPANY or occurring any of the COMPANY's Subsidiaries, or is or was serving at the request of the COMPANY or prior to any of the Effective TimeCOMPANY's Subsidiaries as a director, officer, employee or agent of another corporation (including without limitation, BUYER), partnership, joint venture, trust or other enterprise, whether asserted or claimed prior to, at before or after the Effective Time, each of the Surviving Corporation and the BUYER shall indemnify and hold harmless, as and to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, COMPANY would have been permitted under applicable Law Delaware law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents incorporation and bylaws in effect on the date of this Agreement to indemnify hereof, each such D&O Indemnified Parties Manager against any losses, claims, damages, liabilities, costs, expenses (including the advancing of expenses as incurred to the fullest extent permitted under applicable Lawreasonable attorneys' fees). Without limiting the foregoing, Acquiror shalljudgments, fines and amounts paid in settlement in connection with any such claim, action, suit, proceeding or investigation, and shall cause its Subsidiaries to in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), and (i) maintain for a period of not less than six if the BUYER or the Surviving Corporation (6) years from after the Effective Time provisions in its Governing Documents concerning Time) have not promptly assumed the indemnification defense of such matter, the Managers may retain counsel satisfactory to them, and exoneration the Surviving Corporation and the BUYER after the Effective Time, shall advance all reasonable fees and expenses (including provisions relating to expense advancementattorneys' fees) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than for the provisions of the Governing Documents of the Company, Acquiror or their respective SubsidiariesManagers promptly, as applicable, in each case, Manager incurs the same and as of the date of this Agreementstatements therefor are received, and (ii) the Surviving Corporation and the BUYER after the Effective Time, will use their respective best efforts to assist in the vigorous defense of any such matter; provided that neither the Surviving Corporation nor the BUYER shall be liable for any settlement effected without its prior written consent; provided further that the Surviving Corporation and the BUYER shall have no obligation under the foregoing provisions of this Section 5.6(a) to any Manager when and if (i) a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification of such Manager in the manner contemplated hereby is prohibited by applicable law or (ii) the loss, claim, damage, liability, cost, expense, judgment or fine is based on or arises from a final non-appealable order of a court of competent jurisdiction or in connection with a settlement, consent, decree, order or injunction with any governmental agency or authority finding that the Manager violated Section 16(b) of the Exchange Act, Section 10(b) of the Exchange Act or Rule 10b-5 promulgated thereunder or any federal or state securities law relating to or governing "insider" trading of securities. At the Effective Time, each Manager shall confirm in writing that upon the finality of any such determination that the Surviving Corporation or the BUYER is not amendliable for any such indemnification claims, the Manager will immediately reimburse the BUYER and the Surviving Corporation in full for any fees, expenses and costs incurred by the BUYER or the Surviving Corporation in connection with the defense of such claims. Any Manager wishing to claim indemnification under this Section 5.6, upon learning of any such claim, action, suit, proceeding or investigation, shall immediately notify the BUYER, thereof (provided that the failure to give such notice shall not affect any obligations hereunder, except to the extent that the indemnifying party is actually and materially prejudiced thereby). The BUYER further covenants not to amend or repeal any provisions of the Certificate of Incorporation or otherwise modify such provisions Bylaws of the BUYER or Surviving Corporation in any respect manner that would adversely affect the rights of those Persons thereunder, in each caseindemnification or exculpatory provisions contained herein, except as to the extent otherwise required by LawDelaware law. Acquiror shall assumeThe provisions of this Section 5.6 are intended to be for the benefit of, and shall be liable forenforceable by, each of indemnified party and his or her heirs and representatives, and shall survive the covenants in this Section 7.8Closing for a period expiring six years from the Effective Time.

Indemnification and Insurance. (a) From The Merger Agreement provides that the Surviving Corporation, for six and one-half years from and after the Effective Time, Acquiror agrees that it shall indemnify will indemnify, defend and hold harmless each the present and former director officers and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business directors of the Company being acquired under this Agreement) (the “Company Indemnified "Covered Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”") against any all losses, claims, damages, liabilities, costs or expenses (and expenses, including reasonable attorneys’ fees)' fees and expenses, judgments, fines, losses, claims, damages or liabilities incurred losses and amounts paid in settlement in connection with any Legal Proceedingactual or threatened action, suit, claim, proceeding or investigation whether civilarising before or after the Effective Time (each a "Claim") to the extent that any such Claim is based on, criminalor arises out of, administrative the fact that such person is or investigativewas an officer or director of the Company or, arising out at the request of the Company, serving as an officer or pertaining director of another corporation, partnership, joint venture, trust or other enterprise, based on the Merger Agreement or the transactions contemplated thereby, in each case to matters the extent that such Claim pertains to any matter of fact arising, existing or occurring at or accruing prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest full extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate law or the Company's Articles of incorporationIncorporation, certificate of formation, bylaws, limited liability company agreement By-laws or other organizational documents indemnification agreements in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to Merger Agreement. In addition, the fullest extent permitted under applicable Law). Without limiting the foregoingSurviving Corporation will, Acquiror shall, for six and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) one-half years from and after the Effective Time, maintain in effect directors' and officers' liability insurance policies for the Covered Parties with respect to matters occurring prior to the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating that is at least equal to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of 's current directors' and officers' liability insurance policies. STATE TAKEOVER LAWS Under the date of this Merger Agreement, the Company will take all reasonably necessary steps to exempt the transactions contemplated by the Merger Agreement, including the Merger, from the requirements of any applicable state takeover law and (ii) not amend, repeal or otherwise modify such provisions to assist Merger Sub in any respect that would adversely affect challenge to the rights validity or applicability to such transactions of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8any state takeover law.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it Newco shall indemnify indemnify, defend and hold harmless to the fullest extent permitted under applicable law each present and former person who is, or has been at any time prior to the Effective Time, an officer or director and officer of the PZE or DVN (xor any Subsidiary or division thereof) Company and each person who served at the request of its Subsidiaries PZE or DVN as a director, officer, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (in each caseindividually, solely to an "Indemnified Party" and, collectively, the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company "Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”") against any all losses, claims, damages, liabilities, costs or expenses (including reasonable attorneys’ ' fees), judgments, fines, losses, claims, damages or liabilities incurred penalties and amounts paid in settlement in connection with any Legal Proceedingclaim, whether civilaction, criminalsuit, administrative proceeding or investigative, investigation arising out of or pertaining to matters existing acts or occurring at omissions, or prior to the Effective Timealleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed prior to, at before or after the Effective Time. In the event of any such claim, to the fullest extent that the Companyaction, Acquiror suit, proceeding or their respective Subsidiariesinvestigation (an "Action"), (i) Newco shall pay, as incurred, the case may befees and expenses of counsel selected by the Indemnified Party, would have been permitted under applicable Law and its respective certificate which counsel shall be reasonably acceptable to Newco, in advance of incorporation, certificate the final disposition of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify any such D&O Indemnified Parties (including the advancing of expenses as incurred Action to the fullest extent permitted under by applicable Law). Without limiting the foregoinglaw, Acquiror shalland, and shall cause its Subsidiaries to (i) maintain for a period if required, upon receipt of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreementany undertaking required by applicable law, and (ii) Newco will cooperate in the defense of any such matter; provided, however, Newco shall not amendbe liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed), repeal or otherwise modify such provisions and provided further, that Newco shall not be obligated pursuant to this Section 7.13 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any respect that would adversely affect the rights of those Persons thereundersingle Action, unless, in each case, except as required by Law. Acquiror shall assume, and be liable for, each the good faith judgment of any of the covenants Indemnified Parties, there is or may be a conflict of interests between two or more of such Indemnified Parties, in this Section 7.8which case there may be separate counsel for each similarly situated group.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it the Surviving Company shall, and Parent shall indemnify cause the Surviving Company to, for six (6) years after the Closing Date, fulfill and honor the obligations of the Company to indemnify, defend and hold harmless each present current and former director director, officer, employee and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business agent of the Company being acquired under this Agreement) (and any of the “Company Indemnified Parties”) and (y) Acquiror Subsidiaries and each person who served as a director, officer, employee, agent, member, trustee or fiduciary of its another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of the Company Subsidiaries (the each, an “Acquiror Indemnified PartiesIndemnitee” together with the Company Indemnified Partiesand, collectively, the “D&O Indemnified PartiesIndemnitees”) against any costs or expenses (including reasonable attorneys’ fees)all claims, liabilities, losses, damages, judgments, fines, lossespenalties, claims, damages costs (including amounts paid in settlement or liabilities compromise) and expenses that have been reasonably incurred (including fees and expenses of legal counsel) in connection with any Legal Proceedingactual or threatened claim, suit, action, proceeding, arbitration, audit, hearing, mediation or investigation (whether civil, criminal, administrative or investigative) (each, arising out of or pertaining to matters existing or occurring at or prior to the Effective Timea “Claim”), whether asserted or claimed prior to, at or after the Effective Time, arising out of, relating to or in connection with any action or omission by them in their capacities as Indemnitees occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to the fullest extent that Agreement or the CompanyTransactions), Acquiror or their respective Subsidiariesin each case, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under the Company Charter Documents and applicable Law), and the Surviving Company shall assume all obligations of the Company and the Company Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in the (A) the Company Charter Documents and the respective organizational documents of each of the Company Subsidiaries in effect immediately prior to the Effective Time and (B) any indemnification agreements with an Indemnitee as set forth on Section 5.6(a) of the Company Disclosure Schedule in effect immediately prior to the Effective Time, which shall in each case survive the Transactions and continue in full force and effect to the fullest extent permitted by applicable Law. Without limiting the foregoing, Acquiror at the Effective Time, Parent and the Surviving Company shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from after the Effective Time Closing Date, cause the certificate of incorporation and bylaws or similar organizational documents of the Surviving Company to maintain in effect provisions in its Governing Documents concerning the indemnification for limitation of liabilities of directors and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directorsindemnification, employees, advancement of expenses and agents that are exculpation of the Indemnitees no less favorable to those Persons the Indemnitees than as set forth in the provisions Company Charter Documents, the applicable organizational documents of the Governing Documents of the Company, Acquiror Company Subsidiaries or their respective Subsidiaries, as applicableany indemnification agreements with an Indemnitee, in each case, as of in effect immediately prior to the date of this AgreementEffective Time, and (ii) to the fullest extent permitted by applicable Law, which provisions shall not amendbe amended, repeal repealed or otherwise modify such provisions modified in any respect a manner that would adversely affect the rights thereunder of those Persons thereunder, in each case, the individuals who immediately before the Effective Time were Indemnitees except as required by applicable Law. Acquiror ; provided, however, that all rights to limitation of liability, indemnification, exculpation and advancement of expenses in respect of any Claim pending or asserted within such period shall assume, and be liable for, each continue until the disposition or resolution of the covenants in this Section 7.8such Claim.

Indemnification and Insurance. (a) From the Merger Effective Time through the seventh (7th) anniversary of the date on which the Merger Effective Time occurs, each of DPRX and after the Effective TimePLx shall, Acquiror agrees that it shall jointly and severally, indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Merger Effective Time, a director or officer of DPRX or PLx (each such present and or former director or officer (i) of PLx being referred to as an “PLx Indemnified Party”, and officer (ii) of the (x) Company DPRX being herein referred to as a “DPRX Indemnified Party” and each of its Subsidiaries (in each case, solely PLx Indemnified Party and DPRX Indemnified Party being an “Indemnified Party” and such Persons collectively being referred to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties), the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesfines and reasonable fees, lossescosts and expenses, claimsincluding attorneys’ fees and disbursements, damages or liabilities incurred in connection with any Legal Proceedingclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing the fact that the Indemnified Party is or occurring at was a director or prior to the Effective Timeofficer of DPRX or PLx, whether asserted or claimed prior to, at or after the Merger Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Delaware Law and its respective certificate for directors or officers of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement Delaware corporations. Each Indemnified Party will be entitled to indemnify such D&O Indemnified Parties (including the advancing advancement of expenses as incurred in the defense of any such claim, action, suit, proceeding or investigation from each of DPRX and PLx, jointly and severally, upon receipt by DPRX or PLx from the Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as then required by Delaware Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

Indemnification and Insurance. (a) From and after the Effective TimeDate, Acquiror agrees that it Purchaser shall indemnify indemnify, defend and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each caseperson who is now, solely or has been at any time prior to the extent acting in their capacity as such and date hereof or who becomes prior to the extent such activities are related to the business Effective Date, an officer, director, employee or agent of the Company being acquired under this Agreement) Target (the “Company "Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”") against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, all losses, claims, damages damages, costs, expenses (including attorney's fees), liabilities or liabilities incurred judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of Purchaser, which consent shall not be unreasonably withheld) of or in connection with any Legal Proceedingclaim, whether civilaction, criminalsuit, administrative proceeding or investigativeinvestigation (a "Claim") in which an Indemnified Party is, or is threatened to be made, a party or a witness based in whole or in part on or arising in whole or in part out of the fact that such person is or pertaining was a director, officer, employee or agent of Target if such Claim pertains to matters any matter or fact arising, existing or occurring at on or prior to the Effective TimeDate (including, without limitation, the Merger and other transactions contemplated by this Agreement), regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to Date (the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O "Indemnified Parties (including the advancing of expenses as incurred Liabilities") to the fullest extent permitted by Purchaser's Charter and Bylaws and applicable Delaware law. Any Indemnified Party wishing to claim indemnification under applicable Lawthis Section 5.15(a). Without limiting , upon learning of any Claim, shall notify Purchaser (but the foregoing, Acquiror shall, failure so to notify Purchaser shall not relieve it from any liability which Purchaser may have under this Section 5.15(a) except to the extent such failure prejudices Purchaser) and shall cause its Subsidiaries deliver to (iPurchaser any undertaking required by Delaware law. The obligations of Purchaser described in this Section 5.15(a) maintain shall continue in full force and effect, without any amendment thereto, for a period of not less than six (6) years from the Effective Time provisions Date; provided, however, that all rights to indemnification in its Governing Documents concerning respect of any Claim asserted or made within such period shall continue until the indemnification final disposition of such Claim; and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents provided further that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants nothing in this Section 7.85.15(a) shall be deemed to modify applicable Delaware law regarding indemnification of former officers and directors. The foregoing indemnification shall not apply to any actions, suits proceedings, orders or investigations which at the date hereof are pending or, to the Knowledge of Target or its directors, threatened unless disclosed on Schedule 5.15(a).

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that in addition to any obligations it may have under certain endorsements existing on the date hereof for the benefit of Messrs. X. X. Xxxxxx and Xxxxx X. Xxxxxxx, the Surviving Corporation shall indemnify indemnify, defend and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each caseperson who is now, solely or has been at any time prior to the extent acting in their capacity as date of this Agreement or who becomes such and prior to the extent such activities are related to the business Effective Time, an officer, director, agent, fiduciary or employee of the Company being acquired under this Agreement) or any of its subsidiaries (the “Company "Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”") against (i) any costs or expenses (including reasonable attorneys’ fees), judgments, fines, and all losses, claims, damages damages, costs, expenses, fines, liabilities or liabilities incurred judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not be unreasonably withheld) of or in connection with any Legal Proceedingclaim, whether civilaction, criminalsuit, administrative proceeding or investigative, investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director, officer, agent, fiduciary or employee of the Company or any of its subsidiaries pertaining to matters any action or omission existing or occurring at or prior to the Effective Time, Time and whether asserted or claimed prior to, or at or after after, the Effective TimeTime ("Indemnified Liabilities"), and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby; provided, however, that, such indemnification shall only be to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been a corporation is permitted under applicable Law the DGCL to indemnify its own directors and officers and, with respect to its respective certificate agents, fiduciaries and employees, such indemnification shall only be to the extent such obligations of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect the Company exist on the date of this Agreement hereof to indemnify such D&O agents, fiduciaries and employees, and provided, further such indemnification shall not be applicable to any claims made against the Indemnified Parties if a judgment or other final adjudication established that (including A) their acts or omissions were committed in bad faith or were the advancing result of active and deliberate dishonesty and were material to the cause of action so deliberated or (B) arising out of, or are based upon or attributable to the gaining in fact of any financial profit or other advantage to which they were not legally entitled. In the event any claim for Indemnified Liabilities is asserted or made by an Indemnified Party, any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL shall be made by independent legal counsel selected by such Indemnified Party and the Surviving Corporation. The Surviving Corporation will promptly advance all reasonable out-of-pocket expenses of each Indemnified Party in connection with any such action or proceeding as incurred such expenses are incurred, but only to the fullest extent permitted under applicable Lawby law and subject to receipt of any undertaking contemplated by Section 145(e) of the DGCL (including in the case of any agent, fiduciary or employee, a similar undertaking). Without limiting the foregoing, Acquiror shallin the event any such claim, action, suit, proceeding or investigation is brought against any Indemnified Party (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them and the Surviving Corporation, (ii) the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, and (iii) the Surviving Corporation shall use all reasonable efforts to assist in the vigorous defense of any such matter, provided that the Surviving Corporation shall not be liable for any settlement of any claim effected without its written consent, which consent, however, shall not be unreasonably withheld. Any Indemnified Party wishing to claim indemnification or advancement of expenses under this Section 5.9, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Surviving Corporation (but the failure so to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 5.9 except to the extent such failure materially prejudices such party), and shall cause its Subsidiaries deliver to (ithe Surviving Corporation the undertaking contemplated by Section 145(e) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration DGCL (including provisions relating in the case of any agent, fiduciary or employee, a similar undertaking). The Indemnified Parties as a group may retain only one law firm as well as one law firm to expense advancement) serve as local counsel where required to represent them with respect to each such matter unless there is, under applicable standards of Acquiror’s and its Subsidiaries’ former and current officersprofessional conduct, directors, employees, and agents that are no less favorable to those Persons than a conflict on any significant issue between the provisions positions of the Governing Documents of the Company, Acquiror any two or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8more Indemnified Parties.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it Parent shall, and shall indemnify cause the Surviving Corporation to, indemnify, defend and hold harmless, and shall itself indemnify, defend and hold harmless each present and former director and officer of as if it were the (x) Company and each of its Subsidiaries (Surviving Corporation, in each case, solely to the fullest extent acting in their capacity as such permitted by applicable Law, the present and to the extent such activities are related to the business former officers, directors and agents (each an “Indemnified Party”) of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, all losses, claims, damages damages, fines, penalties and liability in respect of acts or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at or prior to the Effective TimeTime (including acts or omissions occurring in connection with this Agreement and the transactions contemplated hereby) including amounts paid in settlement or compromise with the approval of Parent (which approval shall not be unreasonably withheld or delayed). Parent and Merger Sub agree that all rights to exculpation and indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the Indemnified Parties, whether asserted as provided in the CCC and the certificate of incorporation and bylaws of the Surviving Corporation will contain provisions with respect to exculpation, indemnification and the advancement of expenses that are at least as favorable to the Indemnified Parties as those contained in the Company Organizational Documents as in effect on the date hereof, which provisions will not, except as required by Law, be amended or claimed prior tomodified until expiration of the applicable statute of limitations in any manner that would adversely affect the rights thereunder of the Indemnified Parties. Without limiting the generality of the preceding sentence, at in the event that any Indemnified Party becomes involved in any actual or threatened action, suit, claim, proceeding or investigation covered by this Section 6.4 after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, to the fullest extent permitted by law, promptly advance to such Indemnified Party his or her legal or other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the providing by such Indemnified Party of an undertaking to reimburse all amounts so advanced in the event of a non-appealable determination of a court of competent jurisdiction that such Indemnified Party is not entitled thereto. For at least six years after the Effective Time, Parent will cause the Surviving Corporation to, and Surviving Corporation will, without any lapse in coverage, provide officers’ and directors’ liability insurance in respect of acts or omissions occurring prior to the Effective Time covering each such Person currently covered by the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law ’s officers’ and its respective certificate directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents such policy in effect on the date hereof; provided, that, the Surviving Corporation shall not be obligated to expend annual premiums during such period in excess of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions 200% of the Governing Documents per annum rate of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of aggregate annual premium currently paid by the Company for such insurance on the date of this Agreement, and (ii) not amend, repeal or otherwise modify provided that if the annual premium for such provisions insurance shall exceed such 200% in any respect year, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount; provided further, that would adversely affect in the rights of those Persons thereunderevent Parent shall, in each casedirectly or indirectly, except as required by Law. Acquiror shall assume, and be liable for, each sell all or substantially all of the covenants assets or capital stock of the Surviving Corporation, prior to such sale, Parent shall either assume such obligation or cause a subsidiary of Parent having a net worth substantially equivalent to, or in excess of the net worth of, the Surviving Corporation immediately prior to such sale, to assume such obligation. Parent shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney’s fees, incurred by any Person to enforce the obligations of Parent and Surviving Corporation under this Section 7.86.4.

Indemnification and Insurance. (a) From the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurred, the Company (and after following the Effective Time, Acquiror agrees that it the Surviving Corporation) shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each caseIndemnitee against all claims, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Partieslosses, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees)liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages or liabilities including attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any Legal Proceedingclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativeinvestigative (an “Action”), arising out of or pertaining to (i) the fact that an Indemnitee is or was an officer, director, employee, fiduciary or agent of the Company or any of its Subsidiaries or (ii) matters existing or occurring at or prior to the Effective TimeTime (including with respect to the negotiation, execution, announcement, performance and consummation of all Transactions contemplated by this Agreement and all actions of each Indemnitee leading thereto and in furtherance thereof on behalf of the Company and holders of Shares), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without In the event of any such Action, (A) each Indemnitee will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from the Surviving Corporation within ten (10) Business Days of receipt by the Surviving Corporation from the Indemnitee of a request therefor; provided, however, that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL or the Company Charter Documents, to repay such advances if it is ultimately determined by a court of competent jurisdiction that such person is not entitled to be indemnified by the Surviving Corporation as authorized by the DGCL, (B) without limiting the foregoing, Acquiror shallthe Indemnitees may retain one (1) independent legal counsel of national standing (provided that such engagement would not create a conflict of interest under applicable rules of ethics) reasonably satisfactory to Parent to represent all Indemnitees, and Parent and the Surviving Corporation shall cause its Subsidiaries pay all reasonable fees and expenses of such counsel for the Indemnitees as promptly as statements therefor are received, (C) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (iand in which indemnification could be sought by such Indemnitee hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnitee from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnitee otherwise consents and (D) maintain for a period the Surviving Corporation shall have the right to assume the defense of any such matter. If the Company or the Surviving Corporation determines such Indemnitee is not less than six (6) years from entitled to indemnification under this Section 5.8, the Effective Time provisions in its Governing Documents concerning Indemnitee shall have the indemnification right, as contemplated by the DGCL, to require that such determination be reconsidered and exoneration (including provisions relating to expense advancement) of Acquiror’s determined by special, independent legal counsel selected by the Indemnitee and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than approved by the provisions of Company or the Governing Documents of the Company, Acquiror or their respective SubsidiariesSurviving Corporation, as applicable, in each case(which approval shall not be unreasonably withheld, conditioned or delayed), and who has not otherwise performed material services for the Company or the Surviving Corporation within the three (3) years preceding such selection to be paid by the Company or, after the Effective Time, the Surviving Corporation; provided, however, that if it is determined that such Indemnitee is not entitled to indemnification by the Company (and following the Effective Time, the Surviving Corporation) under this Section 5.8, such Indemnitee shall be obligated to repay the Company or the Surviving Corporation, as of applicable, the date expenses incurred for such special, independent legal counsel. For purposes of this Agreement, and (iieach individual who is entitled to indemnification pursuant to the Company Charter Documents, the DGCL or those indemnification agreements listed in Section 5.8(a) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8Company Disclosure Schedule at or at any time prior to the Effective Time shall be deemed to be an “Indemnitee”.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it the Surviving Corporation shall (i) indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring individuals who at or prior to the Effective TimeTime were directors or officers of the Company (collectively, whether asserted the “Indemnitees”) with respect to all acts or claimed omissions by them in their capacities as such at any time prior to, at or after to the Effective Time, to the fullest extent that (A) required by the Company, Acquiror or their respective Subsidiaries, Company Charter Documents as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties and (including the advancing of expenses as incurred to the fullest extent B) permitted under applicable Law). Without limiting An Indemnitee shall notify the foregoingSurviving Corporation in writing promptly upon learning of any claim, Acquiror shallaction, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought. The Surviving Corporation shall have the right, but not the obligation, to assume and control the defense of, including the investigation of, and shall cause its Subsidiaries corrective action required to be undertaken in response to, any litigation, claim or proceeding (ieach, a “Claim”) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) any acts or omissions covered under this Section 5.7 with counsel reasonably selected by it (and, if the Surviving Corporation shall have assumed such defense, it shall not be liable for the fees or expenses of Acquiror’s any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Surviving Corporation be liable for any settlement or compromise effected without its written consent. Each of the Surviving Corporation and its Subsidiaries’ former the Indemnitees shall cooperate in the defense of any Claim and current officersshall furnish or cause to be furnished records, directors, employeesinformation and testimony, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Companyattend such conferences, Acquiror discovery proceedings, hearings, trials or their respective Subsidiariesappeals, as applicable, may be reasonably requested in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8connection therewith.

Indemnification and Insurance. (a) From The Certificate of Incorporation and after Bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than are set forth in the Certificate of Incorporation and Bylaws, respectively, of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, Acquiror agrees were directors, officers, or employees, of the Company or any of the Company Subsidiaries. During the period ending on the sixth anniversary of the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, to the fullest extent that it shall the Company would have been permitted to do so under applicable Law, indemnify and hold harmless each present and former director and officer of the (x) Company and each of its the Company Subsidiaries (in each casecollectively, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company "Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”") against any all costs or and expenses (including reasonable attorneys’ ' fees), judgments, fines, losses, claims, damages or damages, liabilities incurred and settlement amounts paid in connection with any Legal Proceedingclaim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing any action or occurring at omission, in his or prior to the Effective Timeher capacity as an officer, whether asserted director, or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents employee of the Company, Acquiror occurring on or before the Effective Time (a "Covered Proceeding"). In the event of any such claim, action, suit, proceeding or investigation, Parent or the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Surviving Corporation, promptly after statements therefor are received (provided the applicable Indemnified Party provides an undertaking to repay all advanced expenses if it is finally judicially determined that such Indemnified Party is not entitled to indemnification); provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without Parent's or the Surviving Corporation's written consent (which consent shall not be unreasonably withheld or delayed); provided, further, that Parent and the Surviving Corporation shall not be required to agree to the entry of any judgment or settlement that provides for injunctive or other non-monetary relief affecting the Parent, the Surviving Corporation or any of their respective Subsidiariessubsidiaries. Neither Parent nor the Surviving Corporation shall be obligated pursuant to this Section 5.3(a) to pay the fees and expenses of more than one counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties with respect to such Covered Proceeding unless there is, as applicableunder applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties, in each casewhich case Parent shall pay the fees of such additional counsel required by such conflict; provided, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunderthat, in each casethe event that any claim for indemnification is asserted or made within such six-year period, except as required by Lawall rights to indemnification in respect of such claim shall continue until the disposition of such claim. Acquiror shall assume, and be liable for, each of the covenants in Any Indemnified Party that desires to claim indemnification under this Section 7.85.3(a) upon becoming aware of any such Covered Proceeding shall promptly notify Parent and the Surviving Corporation.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it Devon shall indemnify indemnify, defend and hold harmless to the fullest extent permitted under applicable law each present and former person who is, or has been at any time prior to the Effective Time, an officer or director and officer of the Santa Xx Xxxxxx (xor any Subsidiary or division thereof) Company and each person who served at the request of its Subsidiaries Santa Xx Xxxxxx as a director, officer, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (in each caseindividually, solely to an "Indemnified Party" and, collectively, the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company "Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”") against any all losses, claims, damages, liabilities, costs or expenses (including reasonable attorneys’ ' fees), judgments, fines, losses, claims, damages or liabilities incurred penalties and amounts paid in settlement in connection with any Legal Proceedingclaim, whether civilaction, criminalsuit, administrative proceeding or investigative, investigation arising out of or pertaining to matters existing acts or occurring at omissions, or prior to the Effective Timealleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed prior to, at before or after the Effective Time. In the event of any such claim, to the fullest extent that the Companyaction, Acquiror suit, proceeding or their respective Subsidiariesinvestigation (an "Action"), (i) Devon shall pay, as incurred, the case may befees and expenses of counsel selected by the Indemnified Party, would have been permitted under applicable Law and its respective certificate which counsel shall be reasonably acceptable to Devon, in advance of incorporation, certificate the final disposition of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify any such D&O Indemnified Parties (including the advancing of expenses as incurred Action to the fullest extent permitted under by applicable Law). Without limiting the foregoinglaw, Acquiror shalland, and shall cause its Subsidiaries to (i) maintain for a period if required, upon receipt of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreementany undertaking required by applicable law, and (ii) Devon will cooperate in the defense of any such matter; PROVIDED, HOWEVER, Devon shall not amendbe liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed), repeal or otherwise modify such provisions and provided FURTHER, that Devon shall not be obligated pursuant to this Section 6.13(a) to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any respect that would adversely affect the rights of those Persons thereundersingle Action, unless, in each case, except as required by Law. Acquiror shall assume, and be liable for, each the good faith judgment of any of the covenants Indemnified Parties, there is or may be a conflict of interests between two or more of such Indemnified Parties, in this Section 7.8which case there may be separate counsel for each similarly situated group.

Indemnification and Insurance. (a) From and For a period of six (6) years after the Effective TimeTime (and until such later date as of which any Action commenced during such six (6) year period shall have been finally disposed of), Acquiror agrees that it the Surviving Corporation and its Subsidiaries shall indemnify honor and hold harmless each present and former director and officer fulfill in all respects the obligations of the (x) Company and each of its Subsidiaries with respect to indemnification and advancement of expenses under the Company Articles or Company Bylaws (or the comparable organizational documents of the Company’s Subsidiaries) or the indemnification agreements set forth on Section 5.7(a) of the Company Disclosure Letter, in each case, solely to in effect as of the extent acting in their capacity as such date of this Agreement for the benefit of any of its current or former directors and to the extent such activities are related to the business officers (and any Person who becomes a director or officer of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each or any of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted ) with respect to acts or claimed omissions occurring prior to, at or after to the Effective TimeTime (the “Indemnified Parties”). In addition, to for a period of six (6) years following the fullest extent that the Company, Acquiror or their respective Subsidiaries, Effective Time (and until such later date as the case may be, would of which any Action commenced during such six (6) year period shall have been permitted under applicable Law and its respective finally disposed of), the articles of incorporation, certificate of incorporation, certificate of formationformation and bylaws and operating agreement, bylawsas applicable (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries shall contain provisions with respect to indemnification, limited liability company agreement advancement of expenses and exculpation that are at least as favorable, in the aggregate, as the indemnification, advancement of expenses and exculpation provisions contained in the articles of incorporation, certificate of incorporation and bylaws (or other comparable organizational documents in effect on documents) of the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, Company and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and during such six (ii6) year period (and until such later date as of which any Action commenced during such six (6) year period shall have been finally disposed of), such provisions shall not amendbe amended, repeal repealed or otherwise modify such provisions modified in any respect that would adversely affect the rights of those Persons thereunder, in each caserespect, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it Parent and the Surviving Entity shall indemnify indemnify, defend and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the fullest extent acting in their capacity as such and permitted under applicable law each person who is, or has been at any time prior to the extent such activities are related to the business Effective Time, an officer or director of the Company being acquired under this Agreement(or any Subsidiary or division thereof) and each person who served at the request of the Company as a director, officer, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (individually, an "Indemnified Party" and, collectively, the “Company "Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”") against any all losses, claims, damages, liabilities, costs or expenses (including reasonable attorneys’ ' fees), judgments, fines, losses, claims, damages or liabilities incurred penalties and amounts paid in settlement in connection with any Legal Proceedingclaim, whether civilaction, criminalsuit, administrative proceeding or investigative, investigation arising out of or pertaining to matters existing acts or occurring at omissions, or prior to the Effective Timealleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed prior to, at before or after the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (an "Action"), (i) Parent and the Surviving Entity shall pay, as incurred, the fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to the fullest extent that Surviving Entity, in advance of the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate final disposition of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify any such D&O Indemnified Parties (including the advancing of expenses as incurred Action to the fullest extent permitted under by applicable Law). Without limiting the foregoinglaw and, Acquiror shallif required, and shall cause its Subsidiaries to (i) maintain for a period upon receipt of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreementany undertaking required by applicable law, and (ii) Parent and the Surviving Entity will cooperate in the defense of any such matter; provided, however, the Surviving Entity shall not amendbe liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed), repeal or otherwise modify such provisions and provided further, that Parent and the Surviving Entity shall not be obligated pursuant to this Section 7.13 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any respect that would adversely affect the rights of those Persons thereundersingle Action, unless, in each case, except as required by Law. Acquiror shall assume, and be liable for, each the good faith judgment of any of the covenants Indemnified Parties, there is or may be a conflict of interests between two or more of such Indemnified Parties, in this Section 7.8which case there may be separate counsel for each similarly situated group.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it Parent shall cause (including by providing adequate funding to) the Surviving Corporation to, and the Surviving Corporation shall (i) indemnify and hold harmless each present and former individual who at the Effective Time is, or at any time prior to the Effective Time was, a director and or officer of the (x) Company and each or of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business a Subsidiary of the Company being acquired under this Agreement) (the each, an “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified PartiesIndemnitee” together with the Company Indemnified Partiesand, collectively, the “D&O Indemnified PartiesIndemnitees”) against any costs or expenses (including reasonable attorneys’ fees)with respect to all claims, liabilities, losses, damages, judgments, fines, lossespenalties, claims, damages costs (including amounts paid in settlement or liabilities compromise) and shall also advance expenses as incurred to the fullest extent permitted by applicable law (including fees and expenses of legal counsel) in connection with any Legal Proceedingclaim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnitee was a director or officer of the Company or pertaining such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan)), in each case under (A) or (B), at, or at any time prior to, the Effective Time (including acts or omissions occurring in connection with the Transactions), to matters existing the fullest extent permitted under the MBCA, and (ii) assume all obligations of the Company and such Subsidiaries to the Indemnitees in respect of indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time, in each case as provided in (x) the Company Charter Documents and the organizational documents of such Subsidiaries as currently in effect and (y) the indemnification agreements listed in Section 5.8(a) of the Company Disclosure Schedule, which shall survive the Transactions and continue in full force and effect in accordance with their respective terms, provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification; and provided, further, that any determination required to be made with respect to whether asserted an officer’s or claimed prior todirector’s conduct complies with the standards set forth under the MBCA or the Company Charter Documents, at or after the Effective Time, to the fullest extent that organizational documents of the Company, Acquiror ’s Subsidiaries or their respective Subsidiariesthe indemnification agreements listed in Section 5.8(a) of the Company Disclosure Schedule, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporationshall be made by independent counsel selected by the Surviving Corporation. Parent agrees to consult with independent legal counsel selected by the Indemnitee in connection with any determination required to be made with respect to whether an Indemnitee’s conduct complies with the standards set forth in the MBCA or the Company Charter Documents, certificate of formation, bylaws, limited liability company agreement or other the organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror ’s Subsidiaries or their respective Subsidiariesthe indemnification agreements listed in Section 5.8(a) of the Company Disclosure Schedule, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8case may be.

Indemnification and Insurance. (a) From Parent and after the Effective TimeXxxxxx Sub agree that all rights to exculpation, Acquiror agrees that it shall indemnify indemnification and hold harmless each present and former director and officer advancement of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs expenses for acts or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to now existing in favor of each current and former director, officer or employee of the fullest extent that Partnership, the CompanyPartnership GP or any of their Subsidiaries and each person who served as a director, Acquiror officer, member, trustee or their fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Partnership or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, an “Indemnified Party”) as provided in the respective Subsidiariescertificates of limited partnership, as the case may bepartnership agreements, would have been permitted under applicable Law and its respective certificate of incorporation, certificate certificates of formation, bylaws, limited liability company agreement agreements of the Partnership or the Partnership GP or any of their respective Subsidiaries (including the Partnership Organizational Documents) or other organizational documents or in effect on any agreement shall survive the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, Merger and shall cause its Subsidiaries to (i) maintain for continue in full force and effect. For a period of not less than six (6) years from the Effective Time provisions Time, Parent and the Surviving Entity shall maintain in its Governing Documents concerning the effect any and all exculpation, indemnification and exoneration (including provisions relating to expense advancement) advancement of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the expenses provisions of the Governing Documents Partnership’s, the Partnership GP and any of their Subsidiaries’ certificates of limited partnership, partnership agreements, certificates of formation, limited liability company agreements, certificates of incorporation and bylaws or similar organizational documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company, Acquiror Partnership the Partnership GP or any of its Subsidiaries with any of their respective Subsidiaries, as applicable, current or former Indemnified Parties in each case, as of effect immediately prior to the date of this AgreementEffective Time, and (ii) shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Entity’s or in the Partnership GP’s certificate of formation and limited liability company agreement partnership agreement in any respect manner that would adversely affect the rights thereunder of those Persons thereunderany individuals who immediately before the Effective Time were current or former Indemnified Parties; provided, however, that all rights to indemnification in each caserespect of any Action pending or asserted or any claim made within such period shall continue until the final disposition of such Action or resolution of such claim. From and after the Effective Time, except as required by Law. Acquiror Parent shall assume, be jointly and be severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Entity and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 7.85.11 without limit as to time.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees and the Surviving Corporation agree that it they shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror Company or their respective its Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents bylaws and indemnification agreements in effect on the date of this Agreement to indemnify such D&O Indemnified Parties Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause the Surviving Corporation and its Subsidiaries to to, (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents certificate of incorporation, bylaws, and indemnification agreements, to the extent applicable, concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s officers and its Subsidiaries’ former and current officers, directors, employees, and agents directors that are no less favorable to those Persons than the provisions of its certificate of incorporation, bylaws, and indemnification agreements, to the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as extent applicable, in each case, as of the date of this Agreement, Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, and shall cause the Surviving Corporation and their respective Subsidiaries to honor, each of the covenants in this Section 7.87.02.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror PubCo agrees that it shall indemnify and hold harmless (x) each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) Group Companies (the “Company Indemnified Parties”) and (y) Acquiror the Sponsor and each present and former director, officer and Affiliate of Sponsor, HCM and each of its their respective Subsidiaries (the “Acquiror HCM Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror HCM or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, memorandum and articles of association, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). For the avoidance of doubt, the right to indemnification pursuant to the preceding sentence in favor of each of the Sponsor and each present and former director, officer and Affiliate of Sponsor, shall be subject to the same limitations as if such D&O Indemnified Party were an officer or director of HCM as of the applicable time. Without limiting the foregoing, Acquiror PubCo shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of AcquirorPubCo’s and its Subsidiaries’ (including the Group Companies’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror HCM or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror PubCo shall assume, and be liable for, each of the covenants in this Section 7.86.8.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it the Parent shall indemnify cause the Company to indemnify, defend and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each caseperson who is now, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Partiesor who becomes, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, an officer, director, employee or agent of the Company (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including attorneys' fees), liabilities or judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of Parent) of or in connection with any claim, action, suit, proceeding or investigation (a "Claim") in which an Indemnified Party is, or is threatened to be made, a party or a witness based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director, officer, employee or agent of the Company if such Claim pertains to any matter or fact arising, existing or occurring on or prior to the Effective Time (including, without limitation, the Merger and other transactions contemplated by this Agreement), regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to Time (the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O "Indemnified Parties (including the advancing of expenses as incurred Liabilities") to the fullest extent permitted by Parent's Certificate of Incorporation and Bylaws and applicable Delaware law. Any Indemnified Party wishing to claim indemnification under applicable Lawthis Section 6.4(a). Without limiting , upon learning of any Claim, shall notify Parent (but the foregoing, Acquiror shall, failure so to notify Parent shall not relieve it from any liability which Parent may have under this Section 6.4(a) except to the extent such failure prejudices Parent) and shall cause its Subsidiaries deliver to (iParent any undertaking required by Delaware law. The obligations of Parent described in this Section 6.4(a) maintain shall continue in full force and effect, without any amendment thereto, for a period of not less than six (6) years from the Effective Time provisions Time; provided, however, that all rights to indemnification in respect of any Claim asserted or made within such period shall continue until the final disposition of such Claim. The foregoing indemnification shall not apply to any actions, suits, proceedings, orders or investigations which at the date hereof are pending or, to the knowledge of the Company or its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8threatened unless disclosed on Schedule 6.4(a).

Indemnification and Insurance. (a) From Without limiting any additional rights that any director, officer or other employee of the Company may have under any indemnification or other agreement, any Benefit Plan or the Company Certificate or Company By-laws, from and after the Effective Time, Acquiror agrees that it Parent and the Surviving Corporation shall, jointly and severally (and Parent shall indemnify cause the Surviving Corporation to), indemnify, defend and hold harmless harmless, to the fullest extent authorized or permitted under the DGCL or other applicable Law, each present and former Person who is now, or has been at any time prior to the date of this Agreement or who becomes such prior to the Effective Time, (i) an officer or director and officer of the Company or any of the Company Subsidiaries or (xii) an employee of the Company or any of the Company Subsidiaries providing services to or for such director or officer in connection with this Agreement or any of the Transactions (such officers, directors and each of its Subsidiaries employees, individually, an “Indemnified Party,” and collectively, the “Indemnified Parties”) (in each case, solely to the extent acting in their such Person’s capacity as such and to the extent such activities are related to the business not as stockholders or optionholders of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”Company) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, and all losses, claims, damages damages, costs, expenses (including attorneys’ fees and disbursements), fines, liabilities and judgments and amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not be unreasonably withheld or liabilities delayed) (collectively, “Indemnified Liabilities”) incurred in connection with any Legal pending, threatened or completed claim, action, suit, proceeding or investigation (each, a “Proceeding, whether civil, criminal, administrative or investigative, ”) arising out of or pertaining to (i) the fact that such Person is or was an officer, director, employee, fiduciary or agent of the Company or any of the Company Subsidiaries or (ii) matters occurring or existing or occurring at or prior to the Effective TimeTime (including acts or omissions occurring in connection with this Agreement and the Transactions), whether asserted or claimed prior to, at or after after, the Effective Time. In the event any claim for Indemnified Liabilities is asserted or made by an Indemnified Party, any determination required to be made with respect to whether such Indemnified Party’s conduct complies with the standards set forth under the DGCL or other applicable Law shall be made by independent legal counsel selected by such Indemnified Party and reasonably acceptable to the fullest Surviving Corporation. Parent shall, or shall cause the Surviving Corporation to, promptly advance all reasonable out-of-pocket expenses of each Indemnified Party in connection with any Proceeding as such expenses (including attorneys’ fees and disbursements) are incurred upon receipt from such Indemnified Party of a request therefor (accompanied by invoices or other relevant documentation), provided (if and to the extent required by the DGCL or other applicable Law) that such Indemnified Party undertakes to repay such amount if it is ultimately determined that such Indemnified Party is not entitled to be indemnified under the Company, Acquiror DGCL or their respective Subsidiaries, as the case may be, would have been permitted under other applicable Law with respect to such Proceeding. In the event any Proceeding is brought against any Indemnified Party, Parent and its respective certificate the Surviving Corporation shall each use all reasonable best efforts to assist in the vigorous defense of incorporationsuch matter, certificate of formationprovided that neither Parent nor the Surviving Corporation shall settle, bylaws, limited liability company agreement compromise or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred consent to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period entry of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions any judgment in any respect that would adversely affect Proceeding (and in which indemnification could be sought by such Indemnified Party hereunder) without the rights prior written consent of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, such Indemnified Party if and be liable for, each of to the covenants in this Section 7.8extent the claimant seeks any non-monetary relief from such Indemnified Party.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it Parent and the Surviving Corporation shall indemnify indemnify, defend and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the fullest extent acting in their capacity as such and permitted under applicable law each person who is, or has been at any time prior to the extent such activities are related to the business Effective Time, an officer or director of the Company being acquired under this Agreement(or any Subsidiary or division thereof) and each person who served at the request of the Company as a director, officer, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (individually, an "Indemnified Party" and, collectively, the “Company "Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”") against any all losses, claims, damages, liabilities, costs or expenses (including reasonable attorneys’ ' fees), judgments, fines, losses, claims, damages or liabilities incurred penalties and amounts paid in settlement in connection with any Legal Proceedingclaim, whether civilaction, criminalsuit, administrative proceeding or investigative, investigation arising out of or pertaining to matters existing acts or occurring at omissions, or prior to the Effective Timealleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed prior to, at before or after the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (an "Action"), (i) Parent and the Surviving Corporation shall pay, as incurred, the fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to the fullest extent that Surviving Corporation, in advance of the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate final disposition of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify any such D&O Indemnified Parties (including the advancing of expenses as incurred Action to the fullest extent permitted under by applicable Law). Without limiting the foregoinglaw, Acquiror shalland, and shall cause its Subsidiaries to (i) maintain for a period if required, upon receipt of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreementany undertaking required by applicable law, and (ii) Parent and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, the Surviving Corporation shall not amendbe liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed), repeal or otherwise modify such provisions and provided further, that Parent and the Surviving Corporation shall not be obligated pursuant to this Section 7.13 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any respect that would adversely affect the rights of those Persons thereundersingle Action, unless, in each case, except as required by Law. Acquiror shall assume, and be liable for, each the good faith judgment of any of the covenants Indemnified Parties, there is or may be a conflict of interests between two or more of such Indemnified Parties, in this Section 7.8which case there may be separate counsel for each similarly situated group.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it Santa Fe shall indemnify cause the Surviving Entity to indemnify, defend and hold harmless to the fullest extent permitted under applicable law each present and former person who is, or has been at any time prior to the Effective Time, an officer or director and officer of the Global (xor any Subsidiary or division thereof) Company and each person who served at the request of its Subsidiaries (in Global as a director, officer, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, and each caseperson who is, solely or has been at any time prior to the extent acting in their capacity as such and Effective Time, a party to a written employee indemnification agreement with Global or any Subsidiary thereof (individually, an "Indemnified Party" and, collectively, the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company "Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”") against any all losses, claims, damages, liabilities, costs or expenses (including reasonable attorneys’ ' fees), judgments, fines, losses, claims, damages or liabilities incurred penalties and amounts paid in settlement in connection with any Legal Proceedingclaim, whether civilaction, criminalsuit, administrative proceeding or investigative, investigation arising out of or pertaining to matters existing acts or occurring at omissions, or prior to the Effective Timealleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed prior to, at before or after the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (an "Action"), (i) Santa Fe shall cause the Surviving Entity to pay, as incurred, the fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to the fullest extent that Surviving Entity, in advance of the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate final disposition of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify any such D&O Indemnified Parties (including the advancing of expenses as incurred Action to the fullest extent permitted under by applicable Law). Without limiting the foregoinglaw and, Acquiror shallif required, and shall cause its Subsidiaries to (i) maintain for a period upon receipt of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreementany undertaking required by applicable law, and (ii) Santa Fe and the Surviving Entity will cooperate in the defense of any such matter; provided, however, the Surviving Entity shall not amendbe liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed), repeal or otherwise modify such provisions and provided further, that Santa Fe and the Surviving Entity shall not be obligated pursuant to this Section 7.13 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any respect that would adversely affect the rights of those Persons thereundersingle Action, unless, in each case, except as required by Law. Acquiror shall assume, and be liable for, each the good faith judgment of any of the covenants Indemnified Parties, there is or may be a conflict of interests between two or more of such Indemnified Parties, in this Section 7.8which case there may be separate counsel for each similarly situated group.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it the Surviving Entity shall indemnify indemnify, defend and hold harmless to the fullest extent permitted under applicable law each present and former person who is, or has been at any time prior to the Effective Time, an officer or director and officer of the Xxxxxx (xor any Subsidiary or division thereof) Company and each person who served at the request of its Subsidiaries Xxxxxx as a director, officer, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (in each caseindividually, solely to an "Indemnified Party" and, collectively, the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company "Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”") against any all losses, claims, damages, liabilities, costs or expenses (including reasonable attorneys’ ' fees), judgments, fines, losses, claims, damages or liabilities incurred penalties and amounts paid in settlement in connection with any Legal Proceedingclaim, whether civilaction, criminalsuit, administrative proceeding or investigative, investigation arising out of or pertaining to matters existing acts or occurring at omissions, or prior to the Effective Timealleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed prior to, at before or after the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (an "Action"), (i) Edge shall cause the Surviving Entity to pay, as incurred, the fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to the fullest extent that Surviving Entity, in advance of the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate final disposition of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify any such D&O Indemnified Parties (including the advancing of expenses as incurred Action to the fullest extent permitted under by applicable Law). Without limiting the foregoinglaw and, Acquiror shallif required, and shall cause its Subsidiaries to (i) maintain for a period upon receipt of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreementany undertaking required by applicable law, and (ii) Edge and the Surviving Entity will cooperate in the defense of any such matter; provided, however, the Surviving Entity shall not amendbe liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed), repeal or otherwise modify such provisions and provided further, that Edge and the Surviving Entity shall not be obligated pursuant to this Section 7.13 to pay the fees and disbursements of more than one counsel (plus one firm of local counsel, if any) for all Indemnified Parties in any respect that would adversely affect the rights of those Persons thereundersingle Action, unless, in each case, except as required by Law. Acquiror shall assume, and be liable for, each the good faith judgment of any of the covenants Indemnified Parties, there is or may be a conflict of interests between two or more of such Indemnified Parties, in this Section 7.8which case there may be separate counsel for each similarly situated group.

Indemnification and Insurance. (a) From During the Employment Term and after the Effective Time, Acquiror agrees that it shall indemnify and hold harmless each present and former director and officer for a period of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Partiessix years thereafter, the “D&O Indemnified Parties”) Employer shall cause the Executive to be covered by and named as an insured under any policy or contract of insurance obtained to insure directors and officers against any costs personal liability for acts or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred omissions in connection with service as a director or officer of Partner Trust or the Bank or any Legal Proceeding, whether civil, criminal, administrative subsidiary or investigative, arising out affiliate thereof or service in other capacities at the request of or pertaining to matters existing or occurring at or prior the Employer. The coverage provided to the Effective TimeExecutive pursuant to this section shall be of the same scope and on the same terms and conditions as the coverage (if any) provided to other officers or directors of the Employer. To the maximum extent permitted under applicable law, whether asserted or claimed prior toduring the Employment Term and for a period of six years thereafter, at or after the Effective TimeEmployer shall indemnify the Executive against and hold him harmless from any costs, liabilities, losses and exposures to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement most favorable terms and conditions that similar indemnification is offered to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions any trustee or officer of the Governing Documents Bank or any subsidiary or affiliate thereof. Indemnification and Insurance coverage will not be provided by the Employer in the event of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date Executive’s voluntary termination (Section 3(b) of this Agreement, and ) or for termination for Cause (iiSection 3(e) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each casethis Agreement), except as required by Law. Acquiror if such indemnification and insurance coverage under the employment agreement between the Employer and Xxxx X. Xxxxxxxx provides a longer period of indemnification and insurance coverage if such employee is voluntarily terminated or is terminated for Cause, then the Executive shall assume, and be liable for, each entitled to an amount of time no less than the amount of time provided to Xxxx X. Xxxxxxxx with respect to indemnification or insurance coverage in the event of the covenants Executive’s voluntary termination (Section 3(b) of this Agreement) or a termination for Cause (Section 3(e) of this Agreement). Nothing contained herein shall limit or an any way impair the obligations to indemnify and maintain directors and officers’ liability insurance as set forth in this Section 7.8the Merger Agreement.

Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it shall indemnify and hold harmless each present and former director and officer in the event of the (x) Company and each of its Subsidiaries (in each caseany claim, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Partiesaction, the “D&O Indemnified Parties”) against any costs suit, proceeding or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceedinginvestigation, whether civil, criminalcriminal or administrative, administrative including, without limitation, any such claim, action, suit, proceeding or investigativeinvestigation in which any of the present or former officers or directors (the "Managers") of the COMPANY or any of the COMPANY's Subsidiaries is, arising out or is threatened to be, made a party by reason of the fact that he or pertaining to matters existing she served as a Manager of the COMPANY or occurring any of the COMPANY's Subsidiaries, or is or was serving at the request of the COMPANY or prior to any of the Effective TimeCOMPANY's Subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether asserted or claimed prior to, at before or after the Effective Time, each of the Surviving Corporation and the BUYER shall indemnify and hold harmless, as and to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, COMPANY would have been permitted under applicable Law Delaware law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents incorporation and bylaws in effect on the date of this Agreement to indemnify hereof, each such D&O Indemnified Parties Manager against any losses, claims, damages, liabilities, costs, expenses (including the advancing of expenses as incurred to the fullest extent permitted under applicable Lawreasonable attorneys' fees). Without limiting the foregoing, Acquiror shalljudgments, fines and amounts paid in settlement in connection with any such claim, action, suit, proceeding or investigation, and shall cause its Subsidiaries to in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), and (i) maintain for a period of not less than six if the BUYER or the Surviving Corporation (6) years from after the Effective Time provisions in its Governing Documents concerning Time) have not promptly assumed the indemnification defense of such matter, the Managers may retain counsel satisfactory to them, and exoneration the Surviving Corporation and the BUYER after the Effective Time, shall advance all reasonable fees and expenses (including provisions relating to expense advancementattorneys' fees) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than for the provisions of the Governing Documents of the Company, Acquiror or their respective SubsidiariesManagers promptly, as applicable, in each case, Manager incurs the same and as of the date of this Agreementstatements therefor are received, and (ii) the Surviving Corporation and the BUYER after the Effective Time, will use their respective best efforts to assist in the vigorous defense of any such matter; provided that neither the Surviving Corporation nor the BUYER shall be liable for any settlement effected without its prior written consent; provided further that the Surviving Corporation and the BUYER shall have no obligation under the foregoing provisions of this Section 5.6(a) to any Manager when and if (i) a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification of such Manager in the manner contemplated hereby is prohibited by applicable law or (ii) the loss, claim, damage, liability, cost, expense, judgment or fine is based on or arises from a final non-appealable order of a court of competent jurisdiction or in connection with a settlement, consent, decree, order or injunction with any governmental agency or authority finding that the Manager violated Section 16(b) of the Exchange Act, Section 10(b) of the Exchange Act or Rule 10b-5 promulgated thereunder or any federal or state securities law relating to or governing "insider" trading of securities. At the Effective Time, each Manager shall confirm in writing that upon the finality of any such determination that the Surviving Corporation or the BUYER is not amendliable for any such indemnification claims, the Manager will immediately reimburse the BUYER and the Surviving Corporation in full for any fees, expenses and costs incurred by the BUYER or the Surviving Corporation in connection with the defense of such claims. Any Manager wishing to claim indemnification under this Section 5.6, upon learning of any such claim, action, suit, proceeding or investigation, shall immediately notify the BUYER, thereof (provided that the failure to give such notice shall not affect any obligations hereunder, except to the extent that the indemnifying party is actually and materially prejudiced thereby). The BUYER further covenants not to amend or repeal any provisions of the Certificate of Incorporation or otherwise modify such provisions Bylaws of the BUYER or Surviving Corporation in any respect manner that would adversely affect the rights of those Persons thereunder, in each caseindemnification or exculpatory provisions contained herein, except as to the extent otherwise required by LawDelaware law. Acquiror shall assumeThe provisions of this Section 5.6 are intended to be for the benefit of, and shall be liable forenforceable by, each of indemnified party and his or her heirs and representatives, and shall survive the covenants in this Section 7.8Closing for a period expiring six years from the Effective Time.

Indemnification and Insurance. (a) From and after the Effective TimeSupplier shall indemnify, Acquiror agrees that it shall indemnify defend, and hold harmless each present Buyer and former director its affiliates, shareholders, officers and officer of the (x) Company employees from and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (and all claims, demands, actions, losses, damages, liabilities, costs, and expenses, including reasonable but not limited to attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigativerelating to, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to connection with (i) maintain for a period of not less than six (6) years from the Effective Time provisions in Supplier, its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Companyagents, Acquiror or their respective Subsidiariessubcontractors, as applicableand/or lower tier subcontractors performance hereunder, in each case, as of the date of this Agreement, and (ii) not amendany act or omission of Supplier, repeal its employees, agents, subcontractors, and/or lower tier subcontractors in the performance hereunder or otherwise modify (iii) any Products supplied by Supplier under this Purchase Order. In the event Supplier, its employees, agents, subcontractors, and/or lower tier subcontractors enter premises occupied by or under the control of Buyer or third parties in the performance of this Purchase Order, Supplier shall indemnify, hold harmless and defend Buyer and its affiliates, shareholders, officers and employees from any loss, cost, damage, expense or liability by reason of property damage or personal injury, including Supplier’s employees, of any nature or kind whatsoever arising out of, as a result of, or in connection with such provisions performance occasioned in whole or in part by the actions or omissions of Supplier, its employees, agents, subcontractors, and/or lower tier subcontractors. Without in any respect that would adversely affect way limiting the rights foregoing undertakings, Supplier and its subcontractors and/or lower tier subcontractors shall maintain insurance, naming Buyer as an additional insured, adequate to cover any products liability, public liability, property damage and automobile liability or any damage incurred in connection with Supplier’s performance of those Persons thereunderany work on or about Buyer’s premises and shall maintain proper Worker’s Compensation insurance covering all employees performing this Purchase Order. If requested by Buyer, in each case, except as required by Law. Acquiror shall assume, and be liable for, each Supplier will furnish certificates of insurance from its insurance carriers evidencing compliance with the covenants in this Section 7.8foregoing obligation.

Indemnification and Insurance. (a) From For a period of six (6) years after the Effective Time (and until such later date as of which any Action commenced during such six (6) year period shall have been finally disposed of), Parent shall, and shall cause the Surviving Corporation and its Subsidiaries, and from and after the Effective TimeUpstream Merger, Acquiror agrees that it shall indemnify the Surviving Company and hold harmless each present its Subsidiaries to, honor and former director fulfill in all respects the obligations (including both indemnification and officer advancement of expenses) of the (x) Company and each of its Subsidiaries (under the certificate of incorporation or any bylaws of the Company or its Subsidiaries or indemnification agreements, in each case, solely in effect immediately prior to the extent acting in their capacity as such Effective Time for the benefit of any of its current or former directors and to the extent such activities are related to the business officers and any person who becomes a director or officer of the Company being acquired under this Agreement) or any of its Subsidiaries prior to the Effective Time (the “Company Indemnified Parties”). In addition, for a period of six (6) years following the Effective Time (and until such later date as of which any Action commenced during such six (y6) Acquiror year period shall have been finally disposed of), Parent shall (and each shall cause the Surviving Corporation, the Surviving Company and their respective Subsidiaries to) cause the certificate of incorporation, certificate of formation and bylaws and operating agreement, as applicable (and other similar organizational documents) of the Surviving Corporation, the Surviving Company and their respective Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and exculpation that are at least as favorable, in the aggregate, as the indemnification, advancement of expenses and exculpation provisions contained in the certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or immediately prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify during such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification year period (and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, until such later date as of the date of this Agreementwhich any Action commenced during such six (6) year period shall have been finally disposed of), and (ii) such provisions shall not amendbe amended, repeal repealed or otherwise modify such provisions modified in any respect that would adversely affect the rights of those Persons thereunder, in each caserespect, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8.

Indemnification and Insurance. (a) From and after the Merger Effective Time, Acquiror agrees CayCo and the Company agree that it they shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror SPAC and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O SPAC Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, to the fullest extent that the Company, Acquiror SPAC or their respective its Subsidiaries, as the case may be, would have been permitted under applicable Law and its their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O SPAC Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror CayCo and the Company shall, and shall cause its Subsidiaries (as applicable) to (i) maintain for a period of not less than six (6) years from the Merger Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of AcquirorSPAC’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror CayCo or their respective its Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror CayCo shall assume, and be liable for, each of the covenants in this Section 7.87.14.