Common use of Continuance of Existing Indemnification Rights Clause in Contracts

Continuance of Existing Indemnification Rights. (a) For six (6) years after the Company Effective Time (and during the period following the Holdings Effective Time but prior to the Company Effective Time), Laser shall, or shall cause the Surviving Corporation to, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Company Effective Time, a director or officer of the Company (an "Indemnified Person") against all losses, claims, damages, liabilities, costs and expenses (including attorneys' fees and expenses), judgments, fines, losses and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each, a "Claim") to the extent that any such Claim is based on, or arises out of: (i) the fact that such Indemnified Person is or was a director or officer of the Company or 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; or (ii) this Agreement or the Holdings Merger Agreement or any of the transactions contemplated hereby or thereby, in each case to the extent that any such Claim pertains to any matter or fact arising, existing or occurring prior to or at the Company Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Company Effective Time, to the full extent permitted under the DGCL, the Company's certificate of incorporation or by-laws or any indemnification agreement in effect at the date hereof, including provisions relating to advancement of expenses incurred in the defense of any such Claim; provided, however, that neither Laser nor the Surviving Corporation shall be required to indemnify any Indemnified Person in connection with any proceeding (or portion thereof) involving any Claim initiated by such Indemnified Person against the Company unless the initiation of such proceeding (or portion thereof) was authorized by the Board of Directors of the Company or unless such proceeding is brought by an Indemnified Person to enforce rights under this Section 7.8; and provided further that in the event any Claim is asserted or made within such period, all such rights, liabilities and limitations in respect of any such Claim shall continue until disposition thereof. Without limiting the generality of the preceding sentence, in the event any Indemnified Person becomes involved in any Claim after the Company Effective Time, Laser shall, or shall cause the Surviving Corporation to, periodically advance to such Indemnified Person its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the providing by such Indemnified Person of an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Indemnified Person is not entitled thereto.

Continuance of Existing Indemnification Rights. (a) For six (6) years after the Company Effective Time (and during the period following the Holdings Effective Time but prior to the Company Effective Time), Laser Bethlehem shall, or shall cause the Surviving Corporation to, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Company Effective Time, a director director, officer, employee or officer of the Company agent (an "Indemnified Person") of the Company or any of its subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorneys' fees and expenses), judgments, fines, losses and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each, each a "Claim") to the extent that any such Claim is based on, or arises out of: (i) the fact that such Indemnified Person is or was a director director, officer, employee or officer agent of the Company or any of its subsidiaries or is or was serving at the request of the Company or any of its subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; or (ii) this Agreement or the Holdings Merger Agreement or any of the transactions contemplated hereby or therebyhereby, in each case to the extent that any such Claim pertains to any matter or fact arising, existing or occurring prior to or at the Company Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Company Effective Time, to the full extent permitted under the DGCL, the Company's certificate Restated Certificate of incorporation Incorporation or byBy-laws or any indemnification agreement in effect at the date hereof, including provisions relating to advancement of expenses incurred in the defense of any such Claim; provided, however, that neither Laser Bethlehem nor the Surviving Corporation shall be required to indemnify any Indemnified Person in connection with any proceeding (or portion thereof) involving any Claim initiated by such Indemnified Person against the Company unless the initiation of such proceeding (or portion thereof) was authorized by the Board of Directors of the Company Bethlehem or unless such proceeding is brought by an Indemnified Person to enforce rights under this Section 7.8; and provided further that in the event any Claim is asserted or made within such period, all such rights, liabilities and limitations in respect of any such Claim shall continue until disposition thereof5.09. Without limiting the generality of the preceding sentence, in the event any Indemnified Person becomes involved in any Claim Claim, after the Company Effective Time, Laser Bethlehem shall, or shall cause the Surviving Corporation to, periodically advance to such Indemnified Person its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the providing by such Indemnified Person of an undertaking to reimburse all amounts so advanced in the event case of a final non-appealable nonappealable determination by a court of competent jurisdiction that such Indemnified Person is not entitled theretoto be indemnified therefor.

Continuance of Existing Indemnification Rights. (a) For six (6) years The Company will, and after the Company Effective Time (and during the period following the Holdings Effective Time but prior to the Company Effective Time), Laser shall, or shall Purchaser agrees that it will cause the Surviving Corporation to, indemnifyuntil the expiration of any applicable statutes of limitation, defend (i) indemnify and hold harmless any person who is noweach present and former director, or has been at any time prior to the date hereof, or who becomes prior to the Company Effective Time, a director or officer and employee of the Company (an collectively, the "Company Indemnified PersonParties") against all losses, claims, damages, liabilities, any costs and or expenses (including ---------------------------- reasonable attorneys' fees and expensesfees), judgments, fines, losses losses, claims, damages or liabilities (collectively, "Costs") (but only to the extent such Costs are not ----- otherwise covered by insurance and amounts paid in settlement paid) incurred in connection with any actual or threatened claim, action, suit, claim, proceeding or investigation investigation, whether civil, criminal, administrative or investigative (eachcollectively, a "ClaimClaims") ), arising out of or ------ pertaining to the extent that any such Claim is based on, or arises out of: (i) the fact that such Indemnified Person is or was a director or officer of the Company or 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; or (ii) this Agreement or the Holdings Merger Agreement or any of the transactions contemplated hereby or thereby, in each case to the extent that any such Claim pertains to any matter or fact arising, matters existing or occurring at or prior to or at the Company Effective Time, regardless of including, in any event, in connection with the Offer, the Merger and this Agreement, whether such Claim is asserted or claimed prior to, at or after the Company Effective Time, to the full fullest extent permitted under applicable law, and (ii) keep in effect the DGCL, the Company's certificate provisions in its articles of incorporation or by-laws or any and bylaws containing the provisions with respect to exculpation of director and officer liability and indemnification agreement in effect at the date hereof, including provisions relating to advancement of expenses incurred set forth in the defense articles of any such Claim; provided, however, that neither Laser nor the Surviving Corporation shall be required to indemnify any Indemnified Person in connection with any proceeding (or portion thereof) involving any Claim initiated by such Indemnified Person against the Company unless the initiation of such proceeding (or portion thereof) was authorized by the Board of Directors incorporation and bylaws of the Company on the date of this Agreement to the fullest extent permitted under applicable law, which provisions shall not be amended, repealed or unless such proceeding is brought by an Indemnified Person to enforce rights under this Section 7.8; and provided further that in the event any Claim is asserted or made within such period, all such rights, liabilities and limitations in respect of any such Claim shall continue until disposition thereof. Without limiting the generality of the preceding sentence, in the event any Indemnified Person becomes involved otherwise modified in any Claim after manner adverse to the Company Effective TimeIndemnified Parties, Laser shallwithout the prior written consent of such persons, or shall cause the Surviving Corporation to, periodically advance to such Indemnified Person its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the providing except as required by such Indemnified Person of an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Indemnified Person is not entitled theretoapplicable law.

Continuance of Existing Indemnification Rights. (a) For six (6) years The Company will, and after the Company Effective Time (and during the period following the Holdings Effective Time but prior to the Company Effective Time), Laser shall, or shall Purchaser agrees that it will cause the Surviving Corporation to, indemnifyuntil the expiration of any applicable statutes of limitation, defend (i) indemnify and hold harmless any person who is noweach present and former director, or has been at any time prior to the date hereof, or who becomes prior to the Company Effective Time, a director or officer and employee of the Company (an collectively, the "Company Indemnified PersonParties") against all losses, claims, damages, liabilities, any costs and or expenses (including reasonable attorneys' fees and expensesfees), judgments, fines, losses losses, claims, damages or liabilities (collectively, "Costs") (but only to the extent such Costs are not otherwise covered by insurance and amounts paid in settlement paid) incurred in connection with any actual or threatened claim, action, suit, claim, proceeding or investigation investigation, whether civil, criminal, administrative or investigative (eachcollectively, a "ClaimClaims") ), arising out of or pertaining to the extent that any such Claim is based on, or arises out of: (i) the fact that such Indemnified Person is or was a director or officer of the Company or 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; or (ii) this Agreement or the Holdings Merger Agreement or any of the transactions contemplated hereby or thereby, in each case to the extent that any such Claim pertains to any matter or fact arising, matters existing or occurring at or prior to or at the Company Effective Time, regardless of including, in any event, in connection with the Merger and this Agreement, whether such Claim is asserted or claimed prior to, at or after the Company Effective Time, to the full fullest extent permitted under applicable law, and (ii) keep in effect the DGCL, the Company's provisions in its certificate of incorporation or by-laws or any and bylaws containing the provisions with respect to exculpation of director and officer liability, advancement of expenses, and indemnification agreement set forth in effect at the certificate of incorporation and bylaws of the Company on the date hereofof this Agreement to the fullest extent permitted under applicable law, including which provisions relating shall not be amended, repealed or otherwise modified in any manner adverse to advancement the Company Indemnified Parties, without the prior written consent of expenses incurred in the defense of any such Claimpersons, except as required by applicable law; provided, howeverfurther, that neither Laser nor the Surviving Corporation shall not be required to indemnify or hold harmless any Company Indemnified Person in connection with any proceeding (or portion thereof) involving any Claim initiated by such Indemnified Person against the Company unless the initiation of such proceeding (or portion thereof) was authorized by the Board of Directors of the Company or unless such proceeding is brought by an Indemnified Person to enforce rights under this Section 7.8; and provided further that in the event any Claim is asserted or made within such period, all such rights, liabilities and limitations Parties in respect of any such Claim shall continue until disposition thereof. Without limiting the generality of the preceding sentence, in the event any Indemnified Person becomes involved in any Claim after the Company Effective Time, Laser shall, acts or shall cause the Surviving Corporation to, periodically advance to such Indemnified Person its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject omissions occurring at or prior to the providing by Effective Time to the Extent such acts or omissions relate to the Indemnified Person of an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Indemnified Person is not entitled theretoParties' gross negligence, willful misconduct or bad faith.

Continuance of Existing Indemnification Rights. (a) For six (6) years after the Company Effective Time (and during the period following the Holdings Effective Time but prior to the Company Effective Time), Laser shall, or shall cause the Surviving Corporation to, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Company Effective Time, a director or officer of the Company (an "Indemnified Person") against all losses, claims, damages, liabilities, costs and expenses (including attorneys' fees and expenses), judgments, fines, losses and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each, a "Claim") to the extent that any such Claim is based on, or arises out of: (i) the fact that such Indemnified Person is or was a director or officer of the Company or 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; or (ii) this Agreement or the Holdings Merger Agreement or any of the transactions contemplated hereby or thereby, in each case to the extent that any such Claim pertains to any matter or fact arising, existing or occurring prior to or at the Company Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Company Effective Time, to the full extent permitted under the DGCL, the Company's certificate of incorporation or by-laws or any indemnification agreement in effect at the date hereof, including provisions relating to advancement of expenses incurred in the defense of any such Claim; provided, however, that neither Laser nor the Surviving Corporation shall be required to indemnify any Indemnified Person in connection with any proceeding (or portion thereof) involving any Claim initiated by such Indemnified Person against the Company unless the initiation of such proceeding (or portion thereof) was authorized by the Board of Directors of the Company or unless such proceeding is brought by an Indemnified Person to enforce rights under this Section 7.8; and provided further that in the event any Claim is asserted or made within such period, all such rights, liabilities and limitations in respect of any such Claim shall continue until disposition thereof. Without limiting the generality of the preceding sentence, in the event any Indemnified Person becomes involved in any Claim after the Company Effective Time, Laser shall, or shall cause the Surviving Corporation to, periodically advance to such Indemnified Person its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the providing by such Indemnified Person of an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Indemnified Person is not entitled thereto.. (b) Laser and the Company agree that all rights to indemnification, and all limitations with respect thereto, existing in favor of any Indemnified Person, as provided in the Company's certificate of incorporation or by-laws and any indemnification agreement in effect at the date hereof, shall survive the Holdings Merger and the Company Merger and shall continue in full force and effect, without any amendment thereto, for a period of six (6) years from the Company Effective Time (and during the period following the Holdings Effective Time but prior to the Company Effective Time) to the extent such rights and limitations are consistent with the DGCL; provided, however, that in the event any Claim is asserted or made within such period, all such rights, liabilities and limitations in respect of any such Claim shall continue until disposition thereof; provided further that any determination required to be made with respect to whether an Indemnified Person's conduct complies with the standards set forth under the DGCL, the Company's certificate of incorporation or by-laws or any such agreement, as the case may be, shall be made by independent legal counsel selected by such Indemnified Person and reasonably acceptable to Laser; and provided further that nothing in this Section 7.8 shall impair any rights or obligations of any current or former director or officer of the Company. (c) Laser or the Surviving Corporation shall use reasonable best efforts to obtain a liability insurance policy ("D&O Insurance") for the benefit of the Company's existing and former directors and officers commencing at the Holdings Effective Time and for a period of not less than six (6) years after the Company Effective Time providing substantially similar coverage in amounts and on terms no less advantageous than that currently provided to such existing and former directors and officers; provided further that neither Laser nor the Surviving Corporation shall be required to pay an annual premium for D&O Insurance in excess of 200% of the last annual premium paid prior to the date hereof, but in such case shall purchase as much coverage as possible for such amount. (d) The provisions of this Section 7.8 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Person, his or her heirs and his or her personal representatives. Section 7.9

Continuance of Existing Indemnification Rights. (a) For six (6) years after the Company Effective Time (and during the period following the Holdings Effective Time but prior to the Company Effective Time), Laser shall, or Acquiror shall cause the Surviving Corporation to, indemnify, defend and hold harmless any person Person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Company Effective Time, a director or officer of the Company (an "Indemnified Person") against all losses, claims, damages, liabilities, costs and expenses (including attorneys' fees and expenses), judgments, fines, losses and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each, a "Claim") to the extent that any such Claim is based on, or arises out of: (i) the fact that such Indemnified Person is or was a director or officer of the Company or 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; or (ii) this Agreement or the Holdings Merger Agreement or any of the transactions contemplated hereby or therebyhereby, in each case case, to the extent that any such Claim pertains to any matter or fact arising, existing or occurring prior to or at the Company Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Company Effective Time, to the full extent permitted under the DGCL, the Company's certificate of incorporation or by-laws or any indemnification agreement in effect at the date hereof, including provisions relating to advancement of expenses incurred in the defense of any such Claim; provided, however, that neither Laser Acquiror nor the Surviving Corporation shall be required to indemnify any Indemnified Person in connection with any proceeding (or portion thereof) involving any Claim initiated by such Indemnified Person against the Company unless the initiation of such proceeding (or portion thereof) was authorized by the Board of Directors of the Company or unless such proceeding is brought by an Indemnified Person to enforce rights under this Section 7.8; and provided further that in the event any Claim is asserted or made within such period, all such rights, liabilities and limitations in respect of any such Claim shall continue until disposition thereof8.9. Without limiting the generality of the preceding sentence, in the event any Indemnified Person becomes involved in any Claim Claim, after the Company Effective Time, Laser Acquiror shall, or shall cause the Surviving Corporation to, periodically advance to such Indemnified Person its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the providing by such Indemnified Person of an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Indemnified Person is not entitled thereto.

Continuance of Existing Indemnification Rights. (a) For six (6) years after the Company Effective Time (and during the period following the Holdings Effective Time but prior to the Company Effective Time), Laser shall, or shall cause the Surviving Corporation to, indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Company Effective Time, a director or officer of the Company (an "Indemnified PersonINDEMNIFIED PERSON") against all losses, claims, damages, liabilities, costs and expenses (including attorneys' fees and expenses), judgments, fines, losses and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each, a "ClaimCLAIM") to the extent that any such Claim is based on, or arises out of: (i) the fact that such Indemnified Person is or was a director or officer of the Company or 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; or (ii) this Agreement or the Holdings Merger Agreement or any of the transactions contemplated hereby or thereby, in each case to the extent that any such Claim pertains to any matter or fact arising, existing or occurring prior to or at the Company Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Company Effective Time, to the full extent permitted under the DGCL, the Company's certificate of incorporation or by-laws or any indemnification agreement in effect at the date hereof, including provisions relating to advancement of expenses incurred in the defense of any such Claim; providedPROVIDED, howeverHOWEVER, that neither Laser nor the Surviving Corporation shall be required to indemnify any Indemnified Person in connection with any proceeding (or portion thereof) involving any Claim initiated by such Indemnified Person against the Company unless the initiation of such proceeding (or portion thereof) was authorized by the Board of Directors of the Company or unless such proceeding is brought by an Indemnified Person to enforce rights under this Section 7.8; and provided further PROVIDED FURTHER that in the event any Claim is asserted or made within such period, all such rights, liabilities and limitations in respect of any such Claim shall continue until disposition thereof. Without limiting the generality of the preceding sentence, in the event any Indemnified Person becomes involved in any Claim after the Company Effective Time, Laser shall, or shall cause the Surviving Corporation to, periodically advance to such Indemnified Person its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the providing by such Indemnified Person of an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Indemnified Person is not entitled thereto.

Continuance of Existing Indemnification Rights. (a) For six (6) years after the Company Effective Time (Time, and during the period following the Holdings Effective Time but prior to the Company Effective Time)pendency thereafter of any Claim (as defined below) asserted or made within such six year period, Laser shall, or shall cause the Surviving Corporation to, shall indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Company Effective Time, a director or officer of the Company (an "Indemnified Person") of the Company or any of its subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorneys' fees and expenses), judgments, fines, losses and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each, each a "Claim") to the extent that any such Claim directly or indirectly is based on, or arises out of: (i) of the fact that that: such Indemnified Person is or was a director or officer of the Company or is any of its subsidiaries, including any claim based in whole 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; or (ii) in part on this Agreement or the Holdings Merger Agreement or any of the transactions contemplated hereby or therebyhereby, in each case case, to the extent that any such Claim pertains to any matter or fact arising, existing or occurring prior to or at the Company Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Company Effective Time, to the full fullest extent permitted under the DGCL, the Company's certificate Second Restated Certificate of incorporation or Incorporation and by-laws or and any indemnification agreement in effect at to which the date hereofCompany and an Indemnified Party are parties, including provisions relating to advancement of expenses incurred in the defense of any such Claim; provided, however, that neither Laser nor the Surviving Corporation shall not be required to indemnify any Indemnified Person in connection with any proceeding (or portion thereof) involving any Claim initiated by such Indemnified Person against the Company unless the initiation of such proceeding (or portion thereof) was authorized by the Board of Directors of the Company Surviving Corporation or unless such proceeding is brought by an Indemnified Person to enforce rights under this Section 7.8; 5.6 and provided further provided, further, that in the event Surviving Corporation shall not be liable for any Claim is asserted or made within such period, all such rights, liabilities and limitations in respect settlement effected without its prior written consent (which consent shall not be unreasonably withheld). Any Indemnified Party wishing to claim indemnification under this Section 5.6 upon learning of any such Claim shall continue until disposition thereofnotify the Company (or after the Effective Time, the Surviving Corporation), but the failure to so notify shall not relieve a party from any liability that it may have under this Section 5.6, except to the extent that such failure prejudices such party. The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict or a potential conflict on any significant issue between the positions of any two or more Indemnified Parties. Without limiting the generality of the preceding sentenceforegoing, in the event if any Indemnified Person becomes involved in any Claim Claim, after the Company Effective Time, Laser shall, or shall cause then the Surviving Corporation to, shall periodically advance to such Indemnified Person its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the providing by such Indemnified Person of providing an undertaking to reimburse all amounts so advanced in the event case of a final non-appealable nonappealable determination by a court of competent jurisdiction that such Indemnified Person is not entitled theretoto be indemnified therefor.

Continuance of Existing Indemnification Rights. (a) For six (6) years From and after the Company Effective Time (and during the period following the Holdings Effective Time but prior to the Company Effective Time), Laser shall, or Rent-Way shall cause the Surviving Corporation to, indemnify, defend and hold harmless any to the fullest extent permitted under Applicable Law each person who is now, or has been at any time prior to the date hereof, an officer or who becomes prior to the Company Effective Timedirector of Rent-Way or HCI or any HCI Subsidiary (individually, a director or officer of the Company (an "Indemnified PersonParty" and collectively, the ") Indemnified Parties"), against all losses, claims, damages, liabilities, costs and or expenses (including attorneys' fees and expenses), judgments, fines, losses penalties and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or 25 27 alleged acts or omissions, by them in their capacities as such occurring at or prior to the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (eachan "Action"), a "Claim") to the extent that any such Claim is based on, or arises out of: (i) the fact that such any Indemnified Person is or was a director or officer of the Company or is or was serving at the request of the Company as a directorParty wishing to claim indemnification shall promptly notify Rent-Way thereof, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; or (ii) this Agreement or Rent-Way shall pay the Holdings Merger Agreement or any reasonable fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to Rent-Way, in advance of the transactions contemplated hereby or thereby, in each case to the extent that final disposition of any such Claim pertains to any matter or fact arising, existing or occurring prior to or at the Company Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Company Effective Time, Action to the full extent permitted under the DGCLby Applicable Law, the Company's certificate upon receipt of incorporation or byany undertaking required by Applicable Law, and (iii) Rent-laws or any indemnification agreement in effect at the date hereof, including provisions relating to advancement of expenses incurred Way will cooperate in the defense of any such Claimmatter; provided, however, that neither Laser nor the Surviving Corporation Rent-Way shall not be required liable for any settlement effected without its written consent (which consent will not be unreasonably withheld) and provided, further, that Rent-Way shall not be obligated pursuant to indemnify any Indemnified Person in connection with any proceeding (or portion thereof) involving any Claim initiated by such Indemnified Person against the Company unless the initiation of such proceeding (or portion thereof) was authorized by the Board of Directors of the Company or unless such proceeding is brought by an Indemnified Person to enforce rights under this Section 7.8; 7.9 to pay the fees and provided further that disbursements of more than one counsel for all Indemnified Parties in any single Action except to the event any Claim is asserted or made within such period, all such rights, liabilities and limitations in respect of any such Claim shall continue until disposition thereof. Without limiting the generality of the preceding sentenceextent that, in the event any opinion of counsel for the Indemnified Person becomes involved in any Claim after the Company Effective TimeParties, Laser shall, or shall cause the Surviving Corporation to, periodically advance to two of more of such Indemnified Person its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the providing by such Indemnified Person of an undertaking to reimburse all amounts so advanced Parties have conflicting interests in the event outcome of a final non-appealable determination by a court of competent jurisdiction that such Indemnified Person is not entitled thereto.action. (b)

Continuance of Existing Indemnification Rights. (a) For six (6) years after the Company Effective Time (and during the period following the Holdings Effective Time but prior to the Company Effective Time), Laser shall, or Employer shall cause the Surviving Corporation to, ---------------------------------------------- indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Company Effective Time, a director or officer of the Company (an "Indemnified Person") Employee against all losses, claims, damages, liabilities, costs and expenses (including attorneys' fees and expenses), judgments, fines, losses and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each, each a "Claim") to the extent that any such Claim is based on, or arises out of: (i) of the fact that such Indemnified Person Employee is or was a director director, officer, employee or officer agent of the Company Employer or any of its subsidiaries or is or was serving at the request of the Company Employer or any of its subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; or (ii) this Agreement or the Holdings Merger Agreement or any of the transactions contemplated hereby or thereby, in each case to the extent that any such Claim pertains to any matter or fact arising, existing or occurring prior to or at the Company Effective TimeAugust 21, 1998, regardless of whether such Claim is asserted or claimed prior to, at or after the Company Effective Timesuch date, to the full extent permitted under the DGCLlaws of the State of New York, the CompanyEmployer's certificate Certificate of incorporation Incorporation or byBy-laws or any indemnification agreement in effect at the date hereofas of August 21, 1998 including provisions relating to advancement of expenses incurred in the defense of any such Claim; provided, however, that neither Laser nor the Surviving Corporation Employer shall not be required to indemnify any Indemnified Person Employee in connection with any proceeding (or portion thereof) involving any Claim initiated by such Indemnified Person against the Company Employee unless the initiation of such proceeding (or portion thereof) was authorized by the Board of Directors of the Company Employer or unless such proceeding is brought by an Indemnified Person Employee to enforce rights under this Section 7.8; and provided further that in the event any Claim is asserted or made within such period, all such rights, liabilities and limitations in respect of any such Claim shall continue until disposition thereofParagraph 2. Without limiting the generality of the preceding sentence, in the event any Indemnified Person Employee becomes involved in any Claim Claim, after the Company Effective TimeAugust 21, Laser shall1998, or Employer shall cause the Surviving Corporation to, periodically advance to such Indemnified Person its Employee his legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the providing by such Indemnified Person of an undertaking to provided, however, that Employee will reimburse all amounts so advanced in the event case of a final non-appealable nonappealable determination by a court of competent jurisdiction that such Indemnified Person Employee is not entitled theretoto be indemnified therefor. Employer shall continue to maintain its current directors' and officers' liability insurance, which shall cover Employee with respect to events that occurred before the date hereof, or substantially similar coverage containing terms no less advantageous to Employee.

Continuance of Existing Indemnification Rights. (a) For a)For six (6) years after the Company Effective Time (and during the period following the Holdings Effective Time but prior to the Company Effective Time), Laser shall, or Acquiror shall cause the Surviving Corporation to, indemnify, defend and hold harmless any person Person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Company Effective Time, a director or officer of the Company (an "Indemnified Person") against all losses, claims, damages, liabilities, costs and expenses (including attorneys' fees and expenses), judgments, fines, losses and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each, a "Claim") to the extent that any such Claim is based on, or arises out of: (i) the fact that such Indemnified Person is or was a director or officer of the Company or 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; or (ii) this Agreement or the Holdings Merger Agreement or any of the transactions contemplated hereby or therebyhereby, in each case case, to the extent that any such Claim pertains to any matter or fact arising, existing or occurring prior to or at the Company Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Company Effective Time, to the full extent permitted under the DGCL, the Company's certificate of incorporation or by-by- laws or any indemnification agreement in effect at the date hereof, including provisions relating to advancement of expenses incurred in the defense of any such Claim; provided, however, that neither Laser Acquiror nor the Surviving Corporation shall be required to indemnify any Indemnified Person in connection with any proceeding (or portion thereof) involving any Claim initiated by such Indemnified Person against the Company unless the initiation of such proceeding (or portion thereof) was authorized by the Board of Directors of the Company or unless such proceeding is brought by an Indemnified Person to enforce rights under this Section 7.8; and provided further that in the event any Claim is asserted or made within such period, all such rights, liabilities and limitations in respect of any such Claim shall continue until disposition thereof8.9. Without limiting the generality of the preceding sentence, in the event any Indemnified Person becomes involved in any Claim Claim, after the Company Effective Time, Laser Acquiror shall, or shall cause the Surviving Corporation to, periodically advance to such Indemnified Person its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the providing by such Indemnified Person of an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Indemnified Person is not entitled thereto.

Continuance of Existing Indemnification Rights. (a) For six (6) years after the Company Effective Time (Time, and during the period following the Holdings Effective Time but prior to the Company Effective Time)pendency thereafter of any Claim (as defined below) asserted or made within such six year period, Laser shall, or shall cause the Surviving Corporation to, shall indemnify, defend and hold harmless any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Company Effective Time, a director or officer of the Company (an "Indemnified Person") of the Company or any of its subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorneys' fees and expenses), judgments, fines, losses and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each, each a "Claim") to the extent that any such Claim directly or indirectly is based on, or arises out of: (i) of the fact that that: such Indemnified Person is or was a director or officer of the Company or is any of its subsidiaries, including any claim based in whole 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; or (ii) in part on this Agreement or the Holdings Merger Agreement or any of the transactions contemplated hereby or therebyhereby, in each case case, to the extent that any such Claim pertains to any matter or fact arising, existing or occurring prior to or at the Company Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Company Effective Time, to the full fullest extent permitted under the DGCL, the Company's certificate Second Restated Certificate of incorporation or by-Incorporation and by- laws or and any indemnification agreement in effect at to which the date hereofCompany and an Indemnified Party are parties, including provisions relating to advancement of expenses incurred in the defense of any such Claim; provided, however, that neither Laser nor the Surviving Corporation shall not be required to indemnify any Indemnified Person in connection with any proceeding (or portion thereof) involving any Claim initiated by such Indemnified Person against the Company unless the initiation of such proceeding (or portion thereof) was authorized by the Board of Directors of the Company Surviving Corporation or unless such proceeding is brought by an Indemnified Person to enforce rights under this Section 7.8; 5.6 and provided further provided, further, that in the event Surviving Corporation shall not be liable for any Claim is asserted or made within such period, all such rights, liabilities and limitations in respect settlement effected without its prior written consent (which consent shall not be unreasonably withheld). Any Indemnified Party wishing to claim indemnification under this Section 5.6 upon learning of any such Claim shall continue until disposition thereofnotify the Company (or after the Effective Time, the Surviving Corporation), but the failure to so notify shall not relieve a party from any liability that it may have under this Section 5.6, except to the extent that such failure prejudices such party. The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict or a potential conflict on any significant issue between the positions of any two or more Indemnified Parties. Without limiting the generality of the preceding sentenceforegoing, in the event if any Indemnified Person becomes involved in any Claim Claim, after the Company Effective Time, Laser shall, or shall cause then the Surviving Corporation to, shall periodically advance to such Indemnified Person its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the providing by such Indemnified Person of providing an undertaking to reimburse all amounts so advanced in the event case of a final non-appealable nonappealable determination by a court of competent jurisdiction that such Indemnified Person is not entitled theretoto be indemnified therefor.