Common use of Director and Officer Indemnification and Insurance Clause in Contracts

Director and Officer Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it shall, and shall cause the Company and AG LLC, to indemnify and hold harmless each present and former director and officer of the Company and AG LLC against any costs or expenses (including attorneys’ fees and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, 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 or AG LLC, as the case may be, would have been permitted under applicable Law and its respective certificate of formation, operating agreement or other organizational documents and agreements in effect on the date of this Agreement to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, (i) Acquiror shall cause the Surviving Entity and each of its Subsidiaries (A) to maintain for a period of not less than six (6) years from the Effective Time provisions in its certification of formation, operating agreement and other organizational documents or agreements concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s and AG LLC’s former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificates of formation, operating agreements and other organizational documents and agreements of the Company or AG LLC, as applicable, in each case, as of the date of this Agreement and (B) not to 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 and (ii) Acquiror agrees that (x) the covenants contained in this Section 6.2 are intended to be for the benefit of, and shall be enforceable by, each of the current and former directors and officers specified in this Section 6.2 and their respective heirs and (y) any indemnification and advancement of expenses available to any current or former director of the Company or AG LLC by virtue of such current or former director’s service as a partner or employee of any investment fund that is an Affiliate or equity owner of the Company prior to the Closing (any such current or former manager, a “Sponsor Manager”) shall be secondary to the indemnification and advancement of expenses to be provided by Acquiror, the Surviving Entity and its Subsidiaries pursuant to this Section 6.2 and that Acquiror, the Surviving Entity and its Subsidiaries (A) shall be the primary indemnitors of first resort for Sponsor Managers pursuant to this Section 6.2, (B) shall be fully responsible for the advancement of all expenses and the payment of all losses, damages and other costs and expenses (including attorneys’ fees and disbursements) with respect to Sponsor Managers which are addressed by this Section 6.2 and (C) shall not make any claim for contribution, subrogation or any other recovery of any kind in respect of any other indemnification available to any Sponsor Manager with respect to any matter addressed by this Section 6.2. Acquiror shall assume, and be jointly and severally liable for, and shall cause the Company and its Subsidiaries to honor, each of the covenants in this Section 6.2.

Director and Officer Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it shall, each of Parent and the Surviving Corporation shall cause the Company and AG LLC, to indemnify and hold harmless each harmless, to the fullest extent permitted under applicable Law, the present and former director officers and officer directors of the Company or any Company Subsidiary, and AG LLC any person who becomes an officer or director of the Company or any Company Subsidiary prior to the Effective Time (each, an “Indemnified Person”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and any fees, costs or and expenses (including the reasonable attorneys’ fees fees, expenses and disbursements), judgments, fines, losses, claims, damages disbursements of counsel of the respective Indemnified Party's choosing) incurred or liabilities incurred arising in connection with any Actionclaim, action, suit or proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining related to matters existing such Indemnified Party’s service as an officer, employee or occurring director at or prior to the Effective Time, whether asserted or claimed prior toservices performed by such Indemnified Party, at the request of the Company or after any Company Subsidiary, as a fiduciary under any Company Benefit Plan, in each case to the extent they arise out of (i) matters existing or occurring or alleged to have existed or occurred at or prior to the Effective Time, (ii) matters related to this Agreement and the fullest extent Transactions and (iii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party. In the event of any such claim, action, suit or proceeding, (A) each Indemnified Person will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding within ten Business Days of receipt by the Surviving Corporation from such Indemnified Person of a request therefor, provided that the Company or AG LLC, as the case may be, would have been permitted Indemnified Person provides an undertaking to repay such advances if it is determined by a final determination of a court of competent jurisdiction (which determination is not subject to appeal) that such Indemnified Person is not entitled to indemnification under applicable Law and its respective certificate of formation, operating agreement or other organizational documents and agreements in effect on the date of this Agreement to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, (i) Acquiror shall cause the Surviving Entity and each of its Subsidiaries (A) to maintain for a period of not less than six (6) years from the Effective Time provisions in its certification of formation, operating agreement and other organizational documents or agreements concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s and AG LLC’s former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificates of formation, operating agreements and other organizational documents and agreements of the Company or AG LLC, as applicable, in each case, as of the date of this Agreement and (B) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect Parent and the rights of those Persons thereunder, in each case, except as required by Law and (ii) Acquiror agrees that (x) the covenants contained in this Section 6.2 are intended to be for the benefit of, and Surviving Corporation shall be enforceable by, each of the current and former directors and officers specified in this Section 6.2 and use their respective heirs and (y) any indemnification and advancement of expenses available best efforts to any current or former director of cooperate in the Company or AG LLC by virtue of such current or former director’s service as a partner or employee defense of any investment fund that is an Affiliate or equity owner of the Company prior to the Closing (any such current or former manager, a “Sponsor Manager”) shall be secondary to the indemnification and advancement of expenses to be provided by Acquiror, the Surviving Entity and its Subsidiaries pursuant to this Section 6.2 and that Acquiror, the Surviving Entity and its Subsidiaries (A) shall be the primary indemnitors of first resort for Sponsor Managers pursuant to this Section 6.2, (B) shall be fully responsible for the advancement of all expenses and the payment of all losses, damages and other costs and expenses (including attorneys’ fees and disbursements) with respect to Sponsor Managers which are addressed by this Section 6.2 and (C) shall not make any claim for contribution, subrogation or any other recovery of any kind in respect of any other indemnification available to any Sponsor Manager with respect to any matter addressed by this Section 6.2. Acquiror shall assume, and be jointly and severally liable for, and shall cause the Company and its Subsidiaries to honor, each of the covenants in this Section 6.2matter.

Director and Officer Indemnification and Insurance. (a) From and after the Effective Time, Acquiror Buyer agrees that it shallall rights to exculpation, indemnification and shall cause advancement of expenses pursuant to the Company and AG LLC, to indemnify and hold harmless each present and former director and officer Organizational Documents of the Company and AG LLC against Acquired Companies or any costs indemnification agreement to which any D&O Indemnified Person is party for acts or expenses (including attorneys’ fees and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at or prior to the Effective TimeClosing, whether (i) asserted or claimed prior to, on or after the Closing Date (including in respect of any matters arising in connection with this Agreement and the transactions contemplated hereby and by the Ancillary Agreements), (ii) now existing or (iii) arising prior to Closing, in favor of each Person who is now, or who has been at any time prior to the date hereof, or who becomes prior to the Closing, a director, officer, employee or other fiduciary of an Acquired Company or JV Entity or was serving as a director, officer, employee or other fiduciary of another Person at the request of an Acquired Company or the Business (each, a “D&O Indemnified Person”) shall survive the Closing and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and remain in full force and effect. For a period of six (6) years after the Closing, (A) Buyer shall not, and shall not permit any Acquired Company to, without the prior written consent of the relevant D&O Indemnified Persons, amend, repeal or modify in a manner adverse to such D&O Indemnified Person any provision in any Acquired Company’s Organizational Documents relating to the exculpation, indemnification or advancement of expenses with respect to any D&O Indemnified Person in connection with acts or omissions occurring on or prior to the Closing Date, whether asserted or claimed prior to, at on or after the Effective TimeClosing Date (including in respect of any matters arising in connection with this Agreement and the transactions contemplated hereby and by the Ancillary Agreements), unless, and only to the fullest extent that the Company or AG LLCextent, as the case may be, would have been permitted under required by applicable Law and its respective certificate of formation, operating agreement or other organizational documents and agreements in effect on the date of this Agreement to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, (i) Acquiror shall cause the Surviving Entity and each of its Subsidiaries (A) to maintain for a period of not less than six (6) years from the Effective Time provisions in its certification of formation, operating agreement and other organizational documents or agreements concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s and AG LLC’s former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificates of formation, operating agreements and other organizational documents and agreements of the Company or AG LLC, as applicable, in each case, as of the date of this Agreement Order and (B) not to 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 and (ii) Acquiror agrees that (x) the covenants contained in this Section 6.2 are intended to be for the benefit of, and shall be enforceable by, each of the current and former directors and officers specified in this Section 6.2 and their respective heirs and (y) any indemnification and advancement of expenses available to any current or former director of the Company or AG LLC by virtue of such current or former director’s service as a partner or employee of any investment fund that is an Affiliate or equity owner of the Company prior to the Closing (any such current or former manager, a “Sponsor Manager”) shall be secondary to the indemnification and advancement of expenses to be provided by Acquiror, the Surviving Entity and its Subsidiaries pursuant to this Section 6.2 and that Acquiror, the Surviving Entity and its Subsidiaries (A) shall be the primary indemnitors of first resort for Sponsor Managers pursuant to this Section 6.2, (B) shall be fully responsible for the advancement of all expenses and the payment of all losses, damages and other costs and expenses (including attorneys’ fees and disbursements) with respect to Sponsor Managers which are addressed by this Section 6.2 and (C) shall not make any claim for contribution, subrogation or any other recovery of any kind in respect of any other indemnification available to any Sponsor Manager with respect to any matter addressed by this Section 6.2. Acquiror shall assume, and be jointly and severally liable forBuyer shall, and shall cause the Acquired Companies to, maintain in full force and effect any indemnification agreements between any Acquired Company and any D&O Indemnified Person in accordance with their terms. Seller will indemnify Buyer for any amounts required to be paid by Buyer or any of its Subsidiaries (including the Acquired Companies) in respect of any of the foregoing matters to the extent the conduct of the applicable D&O Indemnified Person relates to the Retained Business. Buyer will indemnify Seller for any amounts required to be paid by Seller or any of its Subsidiaries to honorany director, each officer, employee or other fiduciary of an Acquired Company to the covenants in this Section 6.2extent such conduct relates to the Business.

Director and Officer Indemnification and Insurance. (a) From and after the Effective Time, Acquiror Buyer agrees that it shallall rights to exculpation, indemnification and shall cause advancement of expenses pursuant to the Company and AG LLC, to indemnify and hold harmless each present and former director and officer Organizational Documents of the Company and AG LLC against its Subsidiaries or any costs indemnification agreement to which any D&O Indemnified Person is party for acts or expenses (including attorneys’ fees and disbursements), judgments, fines, losses, claims, damages omissions occurring or liabilities incurred in connection with any Action, 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 now existing or asserted or claimed prior to, on or after the Closing Date (including in respect of any matters arising in connection with this Agreement and the transactions contemplated hereby), in favor of each Person who is now, or who has been at any time prior to the date hereof, or who becomes prior to the Closing, a director, officer, or employee of the Company or its Subsidiaries (each, a “D&O Indemnified Person”) shall survive the Closing Date and the consummation of the transactions contemplated hereby and remain in full force and effect to the extent provided in the following sentence. For a period of six (6) years after the Closing Date, (i) Buyer shall not, and shall not permit the Company or its Subsidiaries to, amend, repeal or modify any provision in the Organizational Documents of the Company or its Subsidiaries relating to the exculpation, indemnification or advancement of expenses with respect to any D&O Indemnified Person in connection with acts or omissions occurring on or prior to the Closing Date, whether asserted or claimed prior to, at on or after the Effective Time, to the fullest extent that the Company or AG LLC, as the case may be, would have been permitted under applicable Law and its respective certificate of formation, operating agreement or other organizational documents and agreements in effect on the date of this Agreement to indemnify such person Closing Date (including the advancing in respect of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, (i) Acquiror shall cause the Surviving Entity and each of its Subsidiaries (A) to maintain for a period of not less than six (6) years from the Effective Time provisions any matters arising in its certification of formation, operating agreement and other organizational documents or agreements concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s and AG LLC’s former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificates of formation, operating agreements and other organizational documents and agreements of the Company or AG LLC, as applicable, in each case, as of the date of connection with this Agreement and (B) not the transactions contemplated hereby), unless, and only to amendthe extent, 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 and (ii) Acquiror agrees applicable Law, it being the intent of the parties that (x) the covenants contained in this Section 6.2 are intended all such D&O Indemnified Persons shall continue to be for the benefit ofentitled to such exculpation, and shall be enforceable by, each of the current and former directors and officers specified in this Section 6.2 and their respective heirs and (y) any indemnification and advancement of expenses available to any current or former director of the Company or AG LLC by virtue of such current or former director’s service as a partner or employee of any investment fund that is an Affiliate or equity owner of the Company prior to the Closing (any such current or former manager, a “Sponsor Manager”) shall be secondary to the indemnification and advancement of expenses to be provided the fullest extent permitted by Acquirorapplicable Law, the Surviving Entity and its Subsidiaries pursuant to this Section 6.2 and that Acquiror, the Surviving Entity and its Subsidiaries (A) shall be the primary indemnitors of first resort for Sponsor Managers pursuant to this Section 6.2, (B) shall be fully responsible for the advancement of all expenses and the payment of all losses, damages and other costs and expenses (including attorneys’ fees and disbursements) with respect to Sponsor Managers which are addressed by this Section 6.2 and (Cii) shall not make any claim for contribution, subrogation or any other recovery of any kind in respect of any other indemnification available to any Sponsor Manager with respect to any matter addressed by this Section 6.2. Acquiror shall assume, and be jointly and severally liable forBuyer shall, and shall cause the Company and its Subsidiaries to honorto, each maintain in full force and effect any indemnification agreements of the covenants Company or its Subsidiaries with any D&O Indemnified Person, in this Section 6.2each case of clauses (i) and (ii) above, as in effect as of the date hereof.

Director and Officer Indemnification and Insurance. (a) From and after the Effective Time, Acquiror Buyer agrees that it shallall rights to exculpation, indemnification and shall cause advancement of expenses pursuant to the Company and AG LLC, to indemnify and hold harmless each present and former director and officer Organizational Documents of the Company and AG LLC against Transferred Group Companies or any costs indemnification agreement set forth on Section 5.19(a) for acts or expenses (including attorneys’ fees and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at on or prior to the Effective TimeClosing Date, whether (i) asserted or claimed prior to, on or after the Closing Date (including in respect of any matters arising in connection with this Agreement and the transactions contemplated hereby), (ii) now existing or (iii) arising prior to Closing, in favor of each Person who is now, or who has been at any time prior to the date hereof, or who becomes prior to the Closing, a director, manager or officer of a Transferred Group Company (each, a “D&O Indemnified Person”) shall, for a period of at least six (6) years after the Closing Date, survive the Closing Date and the consummation of the transactions contemplated hereby and remain in full force and effect. For a period of at least six (6) years after the Closing Date, (A) Buyer shall not, and shall not permit any Transferred Group Company to, amend, repeal or modify, in each case, in any manner adverse to a D&O Indemnified Person, any provision in any Transferred Group Company’s Organizational Documents relating to the exculpation, indemnification or advancement of expenses with respect to any D&O Indemnified Person in connection with acts or omissions occurring on or prior to the Closing Date, whether asserted or claimed prior to, at on or after the Effective TimeClosing Date (including in respect of any matters arising in connection with this Agreement, any Ancillary Agreement and the transactions contemplated hereby and thereby) in a manner adverse to such D&O Indemnified Persons, unless, and only to the fullest extent that the Company or AG LLCextent, as the case may be, would have been permitted under applicable Law and its respective certificate of formation, operating agreement or other organizational documents and agreements in effect on the date of this Agreement to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under required by applicable Law). Without limiting , it being the foregoing, (i) Acquiror shall cause the Surviving Entity and each of its Subsidiaries (A) to maintain for a period of not less than six (6) years from the Effective Time provisions in its certification of formation, operating agreement and other organizational documents or agreements concerning the indemnification and exoneration (including provisions relating to expense advancement) intent of the Company’s and AG LLC’s former and current officers, directors, employees, and agents Parties that are no less favorable to those all such D&O Indemnified Persons than the provisions of the certificates of formation, operating agreements and other organizational documents and agreements of the Company or AG LLC, as applicable, in each case, as of the date of this Agreement and (B) not to 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 and (ii) Acquiror agrees that (x) the covenants contained in this Section 6.2 are intended shall continue to be for the benefit ofentitled to such exculpation, and shall be enforceable by, each of the current and former directors and officers specified in this Section 6.2 and their respective heirs and (y) any indemnification and advancement of expenses available to any current or former director of the Company or AG LLC by virtue of such current or former director’s service as a partner or employee of any investment fund that is an Affiliate or equity owner of the Company prior to the Closing (any such current or former manager, a “Sponsor Manager”) shall be secondary to the indemnification and advancement of expenses to be provided the fullest extent permitted by Acquirorthe Organizational Documents of the Transferred Group Companies, the Surviving Entity and its Subsidiaries pursuant to this Section 6.2 and that Acquirorno change, modification or amendment of such documents or arrangements may be made that will adversely affect any such D&O Indemnified Person’s rights thereto without the Surviving Entity prior written consent of such D&O Indemnified Person, and its Subsidiaries (A) shall be the primary indemnitors of first resort for Sponsor Managers pursuant to this Section 6.2, (B) shall be fully responsible for the advancement of all expenses and the payment of all losses, damages and other costs and expenses (including attorneys’ fees and disbursements) with respect to Sponsor Managers which are addressed by this Section 6.2 and (C) shall not make any claim for contribution, subrogation or any other recovery of any kind in respect of any other indemnification available to any Sponsor Manager with respect to any matter addressed by this Section 6.2. Acquiror shall assume, and be jointly and severally liable forBuyer shall, and shall cause the Transferred Group Companies to, maintain in full force and effect any indemnification agreements of any Transferred Group Company and its Subsidiaries to honor, each with any D&O Indemnified Person set forth on Section 5.19(a) of the covenants in this Section 6.2Seller Disclosure Schedules.

Director and Officer Indemnification and Insurance. (a) From and after Under the Merger Agreement, beginning at the Effective Time, Acquiror agrees that it shallParent will cause the Surviving Corporation to indemnify, defend and hold harmless, and shall cause will advance expenses as incurred (provided that TABLE OF CONTENTS the Company and AG LLCindemnitee to whom expenses are advanced provides an undertaking to repay such amounts if it is ultimately determined by a court of competent jurisdiction that such indemnitee is not entitled to indemnification for such matter), to indemnify the extent provided in (i) Science 37’s charter, Science 37’s bylaws or similar organizational documents of any of its subsidiaries in effect as of the date of the Merger Agreement and hold harmless (ii) any indemnification contract of Science 37 or any of its subsidiaries in effect as of the date of the Merger Agreement, each present and former director and officer of Science 37 and its subsidiaries and each of their respective employees who serves as a fiduciary of a Science 37 benefit plan (in each case, when acting in such capacity) (each an “Indemnitee” and collectively, the Company and AG LLC “Indemnitees”) against any costs or expenses (including reasonable attorneys’ fees and disbursementsfees), judgments, settlements, fines, losses, claims, damages or liabilities incurred in connection with any Actionproceeding or investigation, whether civil, civil or criminal, administrative or investigative, arising out of or pertaining to matters existing any action or omission by such Indemnitee relating to their position with Science 37 or its subsidiaries, occurring at or prior to the Effective Time, whether asserted including in connection with the Merger Agreement or claimed prior the Transactions. Under the Merger Agreement, Parent agreed that all rights to exculpation, indemnification or advancement of expenses arising from, relating to, at or after otherwise in respect of, acts or omissions occurring prior to the Effective Time, to the fullest extent that the Company or AG LLC, as the case may be, would have been permitted under applicable Law and its respective certificate of formation, operating agreement or other organizational documents and agreements in effect on the date of this Agreement to indemnify such person Time (including in connection with the advancing Merger Agreement or the Transactions) existing as of expenses the Effective Time in favor of an Indemnitee as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, provided in (i) Acquiror shall cause the Surviving Entity and each Science 37’s charter, Science 37’s bylaws or similar organizational documents any of its Subsidiaries (A) to maintain for a period of not less than six (6) years from the Effective Time provisions subsidiaries in its certification of formation, operating agreement and other organizational documents or agreements concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s and AG LLC’s former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificates of formation, operating agreements and other organizational documents and agreements of the Company or AG LLC, as applicable, in each case, effect as of the date of this the Merger Agreement and (Bii) any indemnification contract of Science 37 or its subsidiaries in effect as of the date of the Merger Agreement, will survive the Merger and continue in full force and effect in accordance with their terms. For a period of no less than six years from the Effective Time, Parent will cause the Surviving Corporation to, and Surviving Corporation will, maintain in effect the exculpation, indemnification and advancement of expenses provisions in favor of an Indemnitee as provided in (i) Science 37’s charter, Science 37’s bylaws or similar organizational documents in effect as the date of the Merger Agreement and (ii) any indemnification contract of Science 37 or its subsidiaries in effect as of the date of the Merger Agreement with any Indemnitee, and will 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 individuals who immediately before the Effective Time were Indemnitees; provided, in each casehowever, except as required by Law and (ii) Acquiror agrees that (x) the covenants contained in this Section 6.2 are intended all rights to be for the benefit ofexculpation, and shall be enforceable by, each of the current and former directors and officers specified in this Section 6.2 and their respective heirs and (y) any indemnification and advancement of expenses available to any current or former director of the Company or AG LLC by virtue of such current or former director’s service as a partner or employee of any investment fund that is an Affiliate or equity owner of the Company prior to the Closing (any such current or former manager, a “Sponsor Manager”) shall be secondary to the indemnification and advancement of expenses to be provided by Acquiror, the Surviving Entity and its Subsidiaries pursuant to this Section 6.2 and that Acquiror, the Surviving Entity and its Subsidiaries (A) shall be the primary indemnitors of first resort for Sponsor Managers pursuant to this Section 6.2, (B) shall be fully responsible for the advancement of all expenses and the payment of all losses, damages and other costs and expenses (including attorneys’ fees and disbursements) with respect to Sponsor Managers which are addressed by this Section 6.2 and (C) shall not make any claim for contribution, subrogation or any other recovery of any kind in respect of any proceeding pending or asserted or any claim made within such period will continue until the final disposition of such proceeding or claim. Concurrently with the execution of the Merger Agreement, Science 37 obtained a binder for a prepaid “tail” policy for Science 37’s existing directors’ and officers’ liability insurance and fiduciary insurance for events occurring prior to the Effective Time, to be paid for and to become effective at the Effective Time and to provide coverage for an aggregate period of six years. Parent is required to cause such insurance to be maintained in full force and effect for its full term and to cause the Surviving Corporation to honor all obligations thereunder. In the event that either Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other indemnification available person and is not the continuing or Surviving Corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Sponsor Manager person, then, and in each case, Parent will, and will cause the Surviving Corporation to, cause proper provisions to be made so that the successor or assign will expressly assume the indemnification obligations set forth in the Merger Agreement. Regulatory Matters Science 37 and Parent will cooperate in good faith to develop the strategy and process by which the parties will communicate with all governmental entities regarding any plans or strategies to ensure compliance with applicable Health Care Laws (collectively, the “Regulatory Matters”). To the extent permitted by applicable law, Science 37 will (a) give Parent prompt notice upon obtaining knowledge of any written request, inquiry or communication from or by the U.S. Food and Drug Administration (“FDA”) in connection with any such Regulatory Matters, (b) keep Parent reasonably informed in a timely manner as to the status of any such request, inquiry or communication, and (c) permit Parent to review any material communication delivered to, and consult with Parent in advance of any meeting or conference with, the FDA relating to such Regulatory Matters. Science 37 will also consult and cooperate with Parent and consider in good faith TABLE OF CONTENTS the reasonable views of Parent, in connection with, and provide to Parent in advance, any responses, materials, analyses, presentations, memoranda, or proposals to be made or submitted to the FDA in connection with the Regulatory Matters. Section 14d-10 Matters Parent and Science 37 acknowledged that certain compensatory payments or benefits have been granted or will be granted according to employment compensation, severance and other employee benefit plans of Science 37, including the Company Benefit Plans (collectively, the “Arrangements”), to certain holders of Shares and Company equity awards. Science 37’s Compensation Committee has approved each of the Arrangements as an “employee compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act and has taken all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d)(2) under the Exchange Act with respect to any matter addressed by this Section 6.2. Acquiror shall assume, and be jointly and severally liable for, and shall cause the Company and its Subsidiaries to honor, each of the covenants in this Section 6.2such Arrangements.

Director and Officer Indemnification and Insurance. (a) From For six years from and after the Effective Time, Acquiror agrees that it Tyler shall, and shall cause the Company and AG LLCSurviving Corporation to, to indemnify and hold harmless each all past and present directors and former director officers of NIC and officer of the Company and AG LLC NIC Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and disbursementsexpenses prior to the final disposition of any actual or threatened claim, suit, Proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law and the NIC Governing Documents or the organizational documents of the applicable NIC Subsidiary (as applicable); provided that such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction determines in a final, nonappealable judgment that such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages or liabilities incurred damages, liabilities, and amounts paid in settlement in connection with any Actionactual or threatened Proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger or any of the other Transactions), whether civilasserted or claimed prior to, criminalat, administrative or investigativeafter the Effective Time, arising out in connection with such Persons serving as a director, officer, employee, or other fiduciary of NIC or pertaining any NIC Subsidiary or of any other Person if such service was at the request or for the benefit of NIC or any NIC Subsidiary, to matters existing the fullest extent permitted by applicable Law and the NIC Governing Documents or the organizational documents of the applicable NIC Subsidiary (as applicable) or any indemnification agreements with such Persons in existence on the date of this Agreement as set forth on Section 6.8(a) of the NIC Disclosure Letter and made available to Tyler prior to the date of this Agreement or filed or furnished by NIC with the SEC and publicly available prior to the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification, and advancement of expenses for acts or omissions occurring or alleged to have occurred 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 the fullest extent that Indemnified Parties as provided in the Company NIC Governing Documents or AG LLC, as the case may be, would have been permitted under applicable Law and its respective certificate of formation, operating agreement or other organizational documents and agreements of the applicable NIC Subsidiary (as applicable) or in effect any indemnification agreement of NIC or a NIC Subsidiary with any Indemnified Party in existence on the date of this Agreement to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, (i) Acquiror shall cause the Surviving Entity and each of its Subsidiaries (A) to maintain for a period of not less than six (6) years from the Effective Time provisions in its certification of formation, operating agreement and other organizational documents or agreements concerning the indemnification and exoneration (including provisions relating to expense advancementset forth on Section 6.8(a) of the Company’s NIC Disclosure Letter and AG LLC’s former and current officers, directors, employees, and agents that are no less favorable made available to those Persons than the provisions of the certificates of formation, operating agreements and other organizational documents and agreements of the Company or AG LLC, as applicable, in each case, as of Tyler prior to the date of this Agreement or filed or furnished by NIC with the SEC and (B) publicly available prior to the date of this Agreement shall survive the Transactions, including the Merger, and shall continue in full force and effect in accordance with the terms thereof, and shall not to amendbe amended, repeal repealed or otherwise modify such provisions modified for a period of six years after the Effective Time in any respect manner that would adversely affect the rights thereunder of those Persons thereundersuch Indemnified Parties. Notwithstanding anything herein to the contrary, in each case, except as required by Law and (ii) Acquiror agrees that (x) if any Indemnified Party notifies the covenants contained in this Section 6.2 are intended Surviving Corporation on or prior to be for the benefit of, and shall be enforceable by, each sixth anniversary of the current and former directors and officers specified Effective Time of a matter in this Section 6.2 and their respective heirs and (y) any respect of which such Person intends in good faith to seek elimination of liability, indemnification and or advancement of expenses available to any current or former director of the Company or AG LLC by virtue of such current or former director’s service as a partner or employee of any investment fund that is an Affiliate or equity owner of the Company prior to the Closing (any such current or former manager, a “Sponsor Manager”) shall be secondary to the indemnification and advancement of expenses to be provided by Acquiror, the Surviving Entity and its Subsidiaries pursuant to this Section 6.2 and that Acquiror6.8, the Surviving Entity and its Subsidiaries (A) shall be the primary indemnitors provisions of first resort for Sponsor Managers pursuant to this Section 6.2, (B) 6.8 shall be fully responsible for the advancement of all expenses and the payment of all losses, damages and other costs and expenses (including attorneys’ fees and disbursements) continue in effect with respect to Sponsor Managers which are addressed by this Section 6.2 and (C) shall not make any claim for contribution, subrogation or any other recovery such matter until the final disposition of any kind in respect of any other indemnification available to any Sponsor Manager with respect to any matter addressed by this Section 6.2. Acquiror shall assume, and be jointly and severally liable for, and shall cause the Company and its Subsidiaries to honor, each of the covenants in this Section 6.2all Proceedings relating thereto.

Director and Officer Indemnification and Insurance. The Merger Agreement provides that all rights to indemnification, advancement of expenses and exculpation by Five Prime existing in favor of its current and former directors and officers as of the date of the Merger Agreement (athe “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the certificate of incorporation and bylaws of Five Prime (as in effect as of the date of the Merger Agreement) and as provided in the indemnification agreements between Five Prime and such Indemnified Persons in the forms made available by Five Prime to Amgen or Amgen’s Representatives prior to the date of the Merger Agreement, will survive the Merger and will not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of such Indemnified Persons, and will be observed by Amgen, the Surviving Corporation and their successors and assigns to the fullest extent available under the laws of Delaware for a period of six (6) years from the Effective Time. From and after the Effective TimeTime until its sixth (6th) anniversary, Acquiror agrees that it shallAmgen and the Surviving Corporation (together with their successors and assigns, and shall cause the Company and AG LLC“Indemnifying Parties”) will, to the fullest extent permitted under applicable laws and the certificate of incorporation and bylaws of Five Prime (as in effect as of the date of the Merger Agreement), indemnify and hold harmless each present and former Indemnified Person in their capacity as an officer or director and officer of the Company and AG LLC Five Prime against any costs or expenses (including attorneys’ fees and disbursements), judgments, fines, all losses, claims, damages damages, liabilities, fees, expenses, judgments or liabilities fines incurred by such Indemnified Person in connection with any Action, whether civil, criminal, administrative pending or investigative, threatened legal proceeding based on or arising out of, in whole or in part, the fact that such Indemnified Person is or was a director or officer of Five Prime at or prior to the Effective Time and pertaining to any and all matters pending, 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 or AG LLC, as the case may be, would have been permitted under applicable Law and its respective certificate of formation, operating agreement or other organizational documents and agreements in effect on the date of this Agreement to indemnify such person (including the advancing of expenses as incurred Transactions. Without limiting the foregoing, from the Effective Time until its sixth (6th) anniversary, the Indemnifying Parties will also, to the fullest extent permitted under applicable Law). Without limiting laws and the foregoing, certificate of incorporation and bylaws of Table of Contents Five Prime (i) Acquiror shall cause the Surviving Entity and each of its Subsidiaries (A) to maintain for a period of not less than six (6) years from the Effective Time provisions as in its certification of formation, operating agreement and other organizational documents or agreements concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s and AG LLC’s former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificates of formation, operating agreements and other organizational documents and agreements of the Company or AG LLC, as applicable, in each case, effect as of the date of this Agreement the Merger Agreement), advance reasonable and (B) not to 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 and (ii) Acquiror agrees that (x) the covenants contained in this Section 6.2 are intended to be for the benefit documented out-of, and shall be enforceable by, each of the current and former directors and officers specified in this Section 6.2 and their respective heirs and (y) any indemnification and advancement of expenses available to any current or former director of the Company or AG LLC by virtue of such current or former director’s service as a partner or employee of any investment fund that is an Affiliate or equity owner of the Company prior to the Closing (any such current or former manager, a “Sponsor Manager”) shall be secondary to the indemnification and advancement of expenses to be provided by Acquiror, the Surviving Entity and its Subsidiaries pursuant to this Section 6.2 and that Acquiror, the Surviving Entity and its Subsidiaries (A) shall be the primary indemnitors of first resort for Sponsor Managers pursuant to this Section 6.2, (B) shall be fully responsible for the advancement of all expenses and the payment of all losses, damages and other -pocket costs and expenses (including reasonable and documented attorneys’ fees fees) incurred by the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to the Merger Agreement, subject to the execution by such Indemnified Persons of appropriate undertakings to repay such advanced costs and disbursementsexpenses if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified. The Merger Agreement requires that either (a) the Surviving Corporation maintain in effect, from the Effective Time until its sixth (6th) anniversary, the current policy of directors’ and officers’ liability insurance maintained by Five Prime as of the date of the Merger Agreement for the benefit of the Indemnified Persons who are currently covered by such existing policy with respect to Sponsor Managers which are addressed by this Section 6.2 their acts and omissions occurring prior to the Effective Time in their capacities as directors and officers of Five Prime (C) shall not make any claim for contributionas applicable), subrogation or any other recovery of any kind in respect of any other indemnification available to any Sponsor Manager on terms with respect to coverage, deductibles and amounts no less favorable than the existing policy, or (b) at or prior to the Effective Time, Amgen or Five Prime (through a nationally recognized insurance broker approved by Amgen (such approval not to be unreasonably withheld, conditioned or delayed)) purchase a six (6)-year “tail” policy for the existing policy effective as of the Effective Time. However, in no event will the Surviving Corporation be required to expend in any matter addressed one year an amount in excess of 300% of the annual premium currently payable by this Section 6.2. Acquiror Five Prime with respect to its current policy, it being understood that if the annual premiums payable for such insurance coverage exceed such amount, Amgen shall assume, and be jointly and severally liable for, and shall obligated to cause the Company and its Subsidiaries Surviving Corporation to honor, each obtain a policy with the greatest coverage available for a cost equal to such amount. Conditions of the covenants in this Offer See Section 6.215—“Conditions of the Offer.”

Director and Officer Indemnification and Insurance. (a) From For six years from and after the Effective Time, Acquiror agrees that it Parent shall, and shall cause the Company and AG LLCSurviving Corporation to, to indemnify and hold harmless each all past and present directors and former director and officer officers of the Company and AG LLC the Company Subsidiaries and all current and former holders of security holders of the Company that have or had a right to appoint any of the foregoing (the persons entitled to be indemnified pursuant to such provisions, and all other current and former directors, managers and officers of the Company and the Company Subsidiaries, and all current and former holders of securities of the Company or any Company Subsidiary that have or had a right to appoint any of the foregoing, being referred to collectively as the “Indemnified Parties”) against any costs or expenses (including advancing attorneys’ fees and disbursementsexpenses prior to the final disposition of any actual or threatened claim, suit, Proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law or the Company Governing Documents or the organizational documents of the applicable Company Subsidiary (as applicable)), judgments, fines, losses, claims, damages or liabilities incurred damages, liabilities, and amounts paid in settlement in connection with any Actionactual or threatened Proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger or any of the other Transactions), whether civilasserted or claimed prior to, criminalat, administrative or investigativeafter the Effective Time, arising out in connection with such Persons serving as a director, officer, employee, or other fiduciary of the Company or pertaining any Company Subsidiary or of any other Person if such service was at the request or for the benefit of the Company or any Company Subsidiary, to matters existing the fullest extent permitted by applicable Law or the Company Governing Documents or the organizational documents of the applicable Company Subsidiary (as applicable) or any indemnification agreements with such Persons in existence on the date of this Agreement. The Parties agree that all rights to elimination of liability, indemnification, and advancement of expenses for acts or omissions occurring or alleged to have occurred 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 the fullest extent that Indemnified Parties as provided in the Company Governing Documents or the organizational documents of the applicable Company Subsidiary (as applicable) or in any indemnification agreement of the Company or AG LLC, as the case may be, would have been permitted under applicable Law and its respective certificate of formation, operating agreement or other organizational documents and agreements a Company Subsidiary with any Indemnified Party in effect existence on the date of this Agreement to indemnify such person (including Agreement, shall continue in full force and effect in accordance with the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoingterms thereof, (i) Acquiror and shall cause the Surviving Entity and each of its Subsidiaries (A) to maintain not be amended, repealed or otherwise modified for a period of not less than six (6) years from after the Effective Time provisions in its certification of formation, operating agreement and other organizational documents or agreements concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s and AG LLC’s former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificates of formation, operating agreements and other organizational documents and agreements of the Company or AG LLC, as applicable, in each case, as of the date of this Agreement and (B) not to amend, repeal or otherwise modify such provisions in any respect manner that would adversely affect the rights thereunder of those Persons thereunder, in each casesuch Indemnified Parties, except as to the extent, and only to the extent, required by Law and (ii) Acquiror agrees that (x) applicable Law. Notwithstanding anything herein to the covenants contained in this Section 6.2 are intended contrary, if any Indemnified Party notifies the Surviving Corporation on or prior to be for the benefit of, and shall be enforceable by, each sixth anniversary of the current and former directors and officers specified Effective Time of a matter in this Section 6.2 and their respective heirs and (y) any respect of which such Person intends in good faith to seek elimination of liability, indemnification and or advancement of expenses available to any current or former director of the Company or AG LLC by virtue of such current or former director’s service as a partner or employee of any investment fund that is an Affiliate or equity owner of the Company prior to the Closing (any such current or former manager, a “Sponsor Manager”) shall be secondary to the indemnification and advancement of expenses to be provided by Acquiror, the Surviving Entity and its Subsidiaries pursuant to this Section 6.2 and that Acquiror6.13, the Surviving Entity and its Subsidiaries (A) shall be the primary indemnitors provisions of first resort for Sponsor Managers pursuant to this Section 6.2, (B) 6.13 shall be fully responsible for the advancement of all expenses and the payment of all losses, damages and other costs and expenses (including attorneys’ fees and disbursements) continue in effect with respect to Sponsor Managers which are addressed by this Section 6.2 and (C) shall not make any claim for contribution, subrogation or any other recovery such matter until the final disposition of any kind in respect of any other indemnification available to any Sponsor Manager with respect to any matter addressed by this Section 6.2. Acquiror shall assume, and be jointly and severally liable for, and shall cause the Company and its Subsidiaries to honor, each of the covenants in this Section 6.2all Proceedings relating thereto.

Director and Officer Indemnification and Insurance. (a) From and after the Effective Time, Acquiror agrees that it shall, and the Surviving Corporation shall cause the Company and AG LLC, to indemnify and hold harmless each present and former director and officer comply with all obligations of the Company in existence or in effect as of the Closing Date, under applicable Regulations, their respective organizational documents or by contract, to indemnify, defend, reimburse and AG LLC hold harmless, and also advance expenses as incurred, to the fullest extent permitted under applicable Regulations to, each Person who is now or has been prior to the Closing Date, or who becomes prior to the Effective Time, an officer or director of the Company (the “Indemnified Officers”) against any costs all Losses or expenses (including attorneys’ fees and disbursements), judgments, fines, losses, claims, damages Liabilities arising out of or liabilities incurred in connection with any ActionAction 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 of the Company or an officer, director or similar functionary of any the Company, whether civil, criminal, administrative or investigative, arising out of or not pertaining to matters any matter existing or occurring at or prior to the Effective Time, Time and whether or not asserted or claimed prior to, at or after the Effective Time; provided, however, that the Indemnified Officers to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately and finally determined by a court of competent jurisdiction and all rights of appeal have lapsed that such Indemnified Officer is not entitled to indemnification under applicable Regulation, the Company’s Governing Documents, or pursuant to this Section 6.2(a) and provided, further that the Surviving Corporation shall not be obligated to pay expenses of more than one counsel for all Indemnified Officers in any single Action unless, in the good faith agreement of Parent and such Indemnified Officer(s), a conflict of interest precludes the effective representation of more than one Equityholder Indemnified Party with respect to such Action. The parties hereto intend, to the fullest extent not prohibited by applicable Regulations, that the Company indemnification provided for in this Section 6.2 shall apply without limitation to acts or AG LLComissions (other than illegal or fraudulent acts), or alleged acts or omissions (other than alleged illegal or fraudulent acts), by the Indemnified Officers in their capacities as such, as the case may be, would have been permitted under applicable Law and its respective certificate . The obligations of formation, operating agreement or other organizational documents and agreements in effect on the date of this Agreement to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, (i) Acquiror shall cause the Surviving Entity and each of its Subsidiaries (A) to maintain for a period of not less than six (6) years from the Effective Time provisions in its certification of formation, operating agreement and other organizational documents or agreements concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s and AG LLC’s former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificates of formation, operating agreements and other organizational documents and agreements of the Company or AG LLC, as applicable, in each case, as of the date of this Agreement and (B) not to 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 and (ii) Acquiror agrees that (x) the covenants contained in Corporation under this Section 6.2 are shall not be amended or terminated in such a manner as to adversely affect any Indemnified Officer without his consent, it being understood that each Indemnified Officer, and his heirs and legal representatives, is intended to be for the benefit of, and shall be enforceable by, each a third party beneficiary of the current and former directors and officers specified in this Section 6.2 and their respective heirs and (y) may specifically enforce its terms. This Section 6.2 shall not limit or otherwise adversely affect any indemnification and advancement of expenses available to rights any current or former director of Indemnified Officer may have under any agreement with the Company or AG LLC by virtue of such current or former directorunder the Company’s service as a partner or employee of any investment fund that is an Affiliate or equity owner of the Company prior to the Closing (any such current or former manager, a “Sponsor Manager”) shall be secondary to the indemnification and advancement of expenses to be provided by Acquiror, the Surviving Entity and its Subsidiaries pursuant to this Section 6.2 and that Acquiror, the Surviving Entity and its Subsidiaries (A) shall be the primary indemnitors of first resort for Sponsor Managers pursuant to this Section 6.2, (B) shall be fully responsible for the advancement of all expenses and the payment of all losses, damages and other costs and expenses (including attorneys’ fees and disbursements) with respect to Sponsor Managers which are addressed by this Section 6.2 and (C) shall not make any claim for contribution, subrogation or any other recovery of any kind in respect of any other indemnification available to any Sponsor Manager with respect to any matter addressed by this Section 6.2. Acquiror shall assume, and be jointly and severally liable for, and shall cause the Company and its Subsidiaries to honor, each of the covenants in this Section 6.2organizational documents.

Director and Officer Indemnification and Insurance. (a) From Vodafone agrees that all rights to indemnification and all limitations on liability existing in favor of any Indemnitee (as defined below) in respect of acts or omissions of such Indemnitees on or prior to the Effective Time as provided in the certificate of incorporation and by-laws of AirTouch and each of its Subsidiaries or an agreement between an Indemnitee and AirTouch or any of its Subsidiaries in effect as of the date hereof shall continue in full force and effect in accordance with the terms thereof. (b) For six years after the Effective Time, Acquiror agrees that it shall, and Vodafone shall cause the Company and AG LLC, to indemnify and hold harmless each present and former director and officer of the Company and AG LLC against any costs or expenses (including attorneys’ fees and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at individuals who on or prior to the Effective TimeTime were officers or directors or agents of AirTouch or any of its Subsidiaries (the "INDEMNITEES") to the same extent indemnification is provided as of the date hereof with respect to all actions or omissions by them in their capacities as officers or directors or agents of AirTouch, whether or taken by them at the request of, AirTouch or any of its Subsidiaries. In the event any claim in respect of which indemnification is available pursuant to the foregoing provisions is asserted or claimed prior tomade within the period specified in the previous sentence, at all rights to indemnification shall continue until such claim is disposed of or all judgments, orders, decrees or other rulings in connection with such claim are duly satisfied. (c) For six years after the Effective Time, Vodafone shall procure the provision of officers' and directors' liability insurance in respect of acts or omissions occurring prior to the fullest extent that the Company or AG LLC, as the case may be, would have been permitted under applicable Law Effective Time covering each such Person currently covered by AirTouch's officers' and its respective certificate directors' liability insurance on terms with respect to coverage and in amounts no less favorable than those of formation, operating agreement or other organizational documents and agreements such policy in effect on the date of this Agreement hereof; PROVIDED, HOWEVER, that during such period, Vodafone shall not be required to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, (i) Acquiror shall cause the Surviving Entity and each of its Subsidiaries (A) to maintain for a period of not less than six (6) years from the Effective Time provisions procure any coverage in its certification of formation, operating agreement and other organizational documents or agreements concerning the indemnification and exoneration (including provisions relating to expense advancement) excess of the Company’s and AG LLC’s former and current officers, directors, employees, and agents amount that are no less favorable to those Persons than the provisions of the certificates of formation, operating agreements and other organizational documents and agreements of the Company or AG LLC, as applicable, in each case, as of the date of this Agreement and (B) not to 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 and (ii) Acquiror agrees that (x) the covenants contained in this Section 6.2 are intended to can be obtained for the benefit of, and shall be enforceable by, each remainder of such period for an annual premium of 150% of the current and former directors and officers specified in annual premium paid by AirTouch for its existing coverage. (d) The obligations of Vodafone under this Section 6.2 and their respective heirs and (y) 3.8.2. shall not be terminated or modified in such a manner as to adversely affect any indemnification and advancement of expenses available Indemnitee to any current or former director of whom this Section 3.8.2. applies without the Company or AG LLC by virtue consent of such current or former director’s service as a partner or employee of any investment fund affected Indemnitee (it being expressly agreed that is an Affiliate or equity owner of the Company prior Indemnitees to the Closing (any such current or former manager, a “Sponsor Manager”) whom this Section 3.8.2. applies shall be secondary to the indemnification and advancement third party beneficiaries of expenses to be provided by Acquiror, the Surviving Entity and its Subsidiaries pursuant to this Section 6.2 and that Acquiror, the Surviving Entity and its Subsidiaries (A) shall be the primary indemnitors of first resort for Sponsor Managers pursuant to this Section 6.2, (B) shall be fully responsible for the advancement of all expenses and the payment of all losses, damages and other costs and expenses (including attorneys’ fees and disbursements) with respect to Sponsor Managers which are addressed by this Section 6.2 and (C) shall not make any claim for contribution, subrogation or any other recovery of any kind in respect of any other indemnification available to any Sponsor Manager with respect to any matter addressed by this Section 6.23.8.2.). Acquiror shall assume, and be jointly and severally liable for, and shall cause the Company and its Subsidiaries to honor, each of the covenants in this Section 6.23.8.3.

Director and Officer Indemnification and Insurance. (a) From and after the Effective TimeClosing Date and for a period of six (6) years from the Closing Date, Acquiror agrees that it shall, Buyer and shall cause the Company and AG LLC(each, to indemnify a “D&O Indemnifying Person”) shall indemnify, defend, and hold harmless each present and former director and officer Person who is now, or has been at any time prior to the Closing Date, an officer, manager, or employee of the Company (collectively, the “Company Indemnified Agents”) against all losses, claims, damages, costs, expenses, Liabilities, or judgments, or amounts that are paid in settlement with the approval of the D&O Indemnifying Person (which approval shall not be unreasonably delayed, conditioned, or withheld) of or in connection with any claim, action, suit, proceeding, or 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 an officer, manager, or employee of the Company and AG LLC against any costs or expenses (including attorneys’ fees and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of actions or pertaining to matters existing or omissions, occurring at or prior to the Effective TimeClosing Date, and whether asserted or claimed prior to, or at or after after, the Effective TimeClosing Date, but only to the fullest extent the Company would be required to do so as of the date of this Agreement; provided, that the D&O Indemnifying Person shall only be required to indemnify a Company or AG LLCIndemnified Agent pursuant to this this Section 6.05 to the extent permitted under the Law of the state of its formation to indemnify directors, officers, managers and employees, as the case may be, would have been or those of a direct or indirect subsidiary (and Buyer and the Company, as the case may be, will pay expenses in advance of the final disposition of any such action or proceeding to each Company Indemnified Agent to the fullest extent permitted under applicable Law by Law). In addition, after Closing, the Organizational Documents of the Company and its respective certificate their successors and assigns shall contain provisions with respect to indemnification no less favorable to the former officers, managers, or employees than those in effect in the Organizational Documents of formationthe Company with respect to current officers, operating agreement managers, employees, or other organizational documents and agreements members as in effect on the date of this Agreement to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, (i) Acquiror shall cause the Surviving Entity and each of its Subsidiaries (A) to maintain for a period of not less than six (6) years from the Effective Time provisions in its certification of formation, operating agreement and other organizational documents or agreements concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s and AG LLC’s former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificates of formation, operating agreements and other organizational documents and agreements of the Company or AG LLC, as applicable, in each case, as of the date of this Agreement and (B) not to 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 and (ii) Acquiror agrees that (x) the covenants contained in this Section 6.2 are intended to be for the benefit of, and shall be enforceable by, each of the current and former directors and officers specified in this Section 6.2 and their respective heirs and (y) any indemnification and advancement of expenses available to any current or former director of the Company or AG LLC by virtue of such current or former director’s service as a partner or employee of any investment fund that is an Affiliate or equity owner of the Company prior to the Closing (any such current or former manager, a “Sponsor Manager”) shall be secondary to the indemnification and advancement of expenses to be provided by Acquiror, the Surviving Entity and its Subsidiaries pursuant to this Section 6.2 and that Acquiror, the Surviving Entity and its Subsidiaries (A) shall be the primary indemnitors of first resort for Sponsor Managers pursuant to this Section 6.2, (B) shall be fully responsible for the advancement of all expenses and the payment of all losses, damages and other costs and expenses (including attorneys’ fees and disbursements) with respect to Sponsor Managers which are addressed by this Section 6.2 and (C) shall not make any claim for contribution, subrogation or any other recovery of any kind in respect of any other indemnification available to any Sponsor Manager with respect to any matter addressed by this Section 6.2. Acquiror shall assume, and be jointly and severally liable for, and shall cause the Company and its Subsidiaries to honor, each of the covenants in this Section 6.2Agreement.

Director and Officer Indemnification and Insurance. (a) From Buyer agrees that all rights to exculpation, indemnification and advancement of expenses pursuant to the Organizational Documents of the Company, or any indemnification agreement of the Company set forth on Section 5.11(a) of the Seller Disclosure Schedules to which any D&O Indemnified Person (as defined below) is party, for acts or omissions occurring on or prior to the Closing Date, whether (i) asserted or claimed prior to, on or after the Effective TimeClosing Date (including in respect of any matters arising in connection with this Agreement and the transactions contemplated hereby), Acquiror agrees that it shall(ii) now existing or (iii) arising prior to Closing, and shall cause in favor of each Person who is now, or who has been at any time prior to the Company and AG LLCdate hereof, or who becomes prior to indemnify and hold harmless each present and former the Closing, a director and or officer of the Company (each, solely in their capacity as such, a “D&O Indemnified Person”) shall survive the Closing Date and AG LLC against the consummation of the transactions contemplated hereby and remain in full force and effect. For a period of at least six (6) years after the Closing Date, (A) Buyer shall not, and shall not permit the Company to, adversely amend, repeal or modify any costs provision in the Company’s Organizational Documents relating to the exculpation, indemnification or advancement of expenses (including attorneys’ fees and disbursements), judgments, fines, losses, claims, damages or liabilities incurred with respect to any D&O Indemnified Person in connection with any Action, whether civil, criminal, administrative acts or investigative, arising out of or pertaining to matters existing or omissions occurring at on or prior to the Effective TimeClosing Date, whether asserted or claimed prior to, at on or after the Effective Time, to the fullest extent that the Company or AG LLC, as the case may be, would have been permitted under applicable Law and its respective certificate of formation, operating agreement or other organizational documents and agreements in effect on the date of this Agreement to indemnify such person Closing Date (including the advancing in respect of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, (i) Acquiror shall cause the Surviving Entity and each of its Subsidiaries (A) to maintain for a period of not less than six (6) years from the Effective Time provisions any matters arising in its certification of formation, operating agreement and other organizational documents or agreements concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s and AG LLC’s former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificates of formation, operating agreements and other organizational documents and agreements of the Company or AG LLC, as applicable, in each case, as of the date of connection with this Agreement and (B) not the transactions contemplated hereby), it being the intent of the Parties that all such D&O Indemnified Persons shall continue to amend, repeal or otherwise modify be entitled to such provisions in any respect that would adversely affect the rights of those Persons thereunderexculpation, in each case, except as required by Law and (ii) Acquiror agrees that (x) the covenants contained in this Section 6.2 are intended to be for the benefit of, and shall be enforceable by, each of the current and former directors and officers specified in this Section 6.2 and their respective heirs and (y) any indemnification and advancement of expenses available to any current or former director of the Company or AG LLC by virtue of such current or former director’s service as a partner or employee of any investment fund that is an Affiliate or equity owner of the Company prior to the Closing (any such current or former manager, a “Sponsor Manager”) shall be secondary to the indemnification and advancement of expenses to be provided the fullest extent permitted by Acquirorapplicable Law, the Surviving Entity and its Subsidiaries pursuant to this Section 6.2 and that Acquirorno change, modification or amendment of such documents or arrangements may be made that will adversely affect any such D&O Indemnified Person’s rights thereto without the Surviving Entity prior written consent of such D&O Indemnified Person and its Subsidiaries (A) shall be the primary indemnitors of first resort for Sponsor Managers pursuant to this Section 6.2, (B) shall be fully responsible for the advancement of all expenses and the payment of all losses, damages and other costs and expenses (including attorneys’ fees and disbursements) with respect to Sponsor Managers which are addressed by this Section 6.2 and (C) shall not make any claim for contribution, subrogation or any other recovery of any kind in respect of any other indemnification available to any Sponsor Manager with respect to any matter addressed by this Section 6.2. Acquiror shall assume, and be jointly and severally liable forBuyer shall, and shall cause the Company to, maintain in full force and its Subsidiaries to honor, each effect any indemnification agreements of the covenants in this Company set forth on Section 6.25.11(a) of the Seller Disclosure Schedules with a D&O Indemnified Person.

Director and Officer Indemnification and Insurance. (a) From and after the Effective Time, Acquiror Buyer agrees that it shallall rights to exculpation, indemnification and shall cause advancement of expenses pursuant to the Company and AG LLC, to indemnify and hold harmless each present and former director and officer Organizational Documents of the Company Acquired Companies, or any indemnification agreement to which any D&O Indemnified Person (as defined below) is party and AG LLC against any costs provided to Buyer prior to the date hereof, for acts or expenses (including attorneys’ fees and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at on or prior to the Effective TimeClosing Date, whether (i) asserted or claimed prior to, on or after the Closing Date (including in respect of any matters arising in connection with this Agreement and the transactions contemplated hereby), (ii) now existing or (iii) arising prior to Closing, in favor of each Person who is now, or who has been at any time prior to the date hereof, or who becomes prior to the Closing, a director or officer of an Acquired Group Company (each, a “D&O Indemnified Person”) shall survive the Closing Date and the consummation of the transactions contemplated hereby and remain in full force and effect. For a period of at least six (6) years after the Closing Date, (A) Buyer shall not, and shall not permit any Acquired Group Company to, amend, repeal or modify any provision in any Acquired Group Company’s Organizational Documents relating to the exculpation, indemnification or advancement of expenses with respect to any D&O Indemnified Person in connection with acts or omissions occurring on or prior to the Closing Date, whether asserted or claimed prior to, at on or after the Effective Time, to the fullest extent that the Company or AG LLC, as the case may be, would have been permitted under applicable Law and its respective certificate of formation, operating agreement or other organizational documents and agreements in effect on the date of this Agreement to indemnify such person Closing Date (including the advancing in respect of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, (i) Acquiror shall cause the Surviving Entity and each of its Subsidiaries (A) to maintain for a period of not less than six (6) years from the Effective Time provisions any matters arising in its certification of formation, operating agreement and other organizational documents or agreements concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s and AG LLC’s former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificates of formation, operating agreements and other organizational documents and agreements of the Company or AG LLC, as applicable, in each case, as of the date of connection with this Agreement and (B) not to amendthe transactions contemplated hereby), repeal or otherwise modify it being the intent of the Parties that all such provisions in any respect that would adversely affect the rights of those D&O Indemnified Persons thereunder, in each case, except as required by Law and (ii) Acquiror agrees that (x) the covenants contained in this Section 6.2 are intended shall continue to be for the benefit ofentitled to such exculpation, and shall be enforceable by, each of the current and former directors and officers specified in this Section 6.2 and their respective heirs and (y) any indemnification and advancement of expenses available to any current or former director of the Company or AG LLC by virtue of such current or former director’s service as a partner or employee of any investment fund that is an Affiliate or equity owner of the Company prior to the Closing (any such current or former manager, a “Sponsor Manager”) shall be secondary to the indemnification and advancement of expenses to be provided the fullest extent permitted by Acquirorapplicable Law, the Surviving Entity and its Subsidiaries pursuant to this Section 6.2 and that Acquirorno change, modification or amendment of such documents or arrangements may be made that will adversely affect any such D&O Indemnified Person’s rights thereto without the Surviving Entity prior written consent of such D&O Indemnified Person and its Subsidiaries (A) shall be the primary indemnitors of first resort for Sponsor Managers pursuant to this Section 6.2, (B) shall be fully responsible for the advancement of all expenses and the payment of all losses, damages and other costs and expenses (including attorneys’ fees and disbursements) with respect to Sponsor Managers which are addressed by this Section 6.2 and (C) shall not make any claim for contribution, subrogation or any other recovery of any kind in respect of any other indemnification available to any Sponsor Manager with respect to any matter addressed by this Section 6.2. Acquiror shall assume, and be jointly and severally liable forBuyer shall, and shall cause the Acquired Group Companies to, maintain in full force and effect any indemnification agreements provided to Buyer prior to the date hereof of any Acquired Group Company and its Subsidiaries to honor, each of the covenants in this Section 6.2with a D&O Indemnified Person.

Director and Officer Indemnification and Insurance. (a) From and after the Effective Time, Acquiror Buyer agrees that it shall, and shall cause the Company Companies to maintain and AG LLCfulfill, in each case after the Closing, all rights to indemnify exculpation, indemnification and hold harmless each present and former director and officer advancement of expenses pursuant to the Organizational Documents of any of the Company and AG LLC against Companies or any costs indemnification agreement to which any D&O Indemnified Person is party, in each case as in effect immediately prior to the Closing, for acts or expenses (including attorneys’ fees and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at on or prior to the Effective TimeClosing Date, whether (i) asserted or claimed prior to, on or after the Closing Date (including in respect of any matters arising in connection with this Agreement and the transactions contemplated hereby), (ii) now existing or (iii) arising prior to Closing, in favor of each Person who is now, or who has been at any time prior to the date hereof, or who becomes prior to the Closing, a director, officer, employee or other fiduciary of any Company (each, a “D&O Indemnified Person”). For a period of at least six (6) years after the Closing Date, (A) Buyer shall not, and shall not permit any Company to, amend, repeal or modify any provision in any Company’s Organizational Documents relating to the exculpation, indemnification or advancement of expenses with respect to any D&O Indemnified Person in connection with acts or omissions occurring on or prior to the Closing Date, whether asserted or claimed prior to, at on or after the Effective Time, to the fullest extent that the Company or AG LLC, as the case may be, would have been permitted under applicable Law and its respective certificate of formation, operating agreement or other organizational documents and agreements in effect on the date of this Agreement to indemnify such person Closing Date (including the advancing in respect of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, (i) Acquiror shall cause the Surviving Entity and each of its Subsidiaries (A) to maintain for a period of not less than six (6) years from the Effective Time provisions any matters arising in its certification of formation, operating agreement and other organizational documents or agreements concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s and AG LLC’s former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificates of formation, operating agreements and other organizational documents and agreements of the Company or AG LLC, as applicable, in each case, as of the date of connection with this Agreement and (B) not the transactions contemplated hereby), unless, and only to amendthe extent, 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 and (ii) Acquiror agrees applicable Law, it being the intent of the Parties that (x) the covenants contained in this Section 6.2 are intended all such D&O Indemnified Persons shall continue to be for the benefit ofentitled to such exculpation, and shall be enforceable by, each of the current and former directors and officers specified in this Section 6.2 and their respective heirs and (y) any indemnification and advancement of expenses available to any current or former director of the Company or AG LLC by virtue of such current or former director’s service as a partner or employee of any investment fund that is an Affiliate or equity owner of the Company prior to the Closing (any such current or former manager, a “Sponsor Manager”) shall be secondary to the indemnification and advancement of expenses to be provided the fullest extent permitted by Acquirorapplicable Law, the Surviving Entity and its Subsidiaries pursuant to this Section 6.2 and that Acquirorno change, modification or amendment of such documents or arrangements may be made that will adversely affect any such D&O Indemnified Person’s rights thereto without the Surviving Entity prior written consent of such D&O Indemnified Person, and its Subsidiaries (A) shall be the primary indemnitors of first resort for Sponsor Managers pursuant to this Section 6.2, (B) shall be fully responsible for the advancement of all expenses and the payment of all losses, damages and other costs and expenses (including attorneys’ fees and disbursements) with respect to Sponsor Managers which are addressed by this Section 6.2 and (C) shall not make any claim for contribution, subrogation or any other recovery of any kind in respect of any other indemnification available to any Sponsor Manager with respect to any matter addressed by this Section 6.2. Acquiror shall assume, and be jointly and severally liable forBuyer shall, and shall cause the each Company to, maintain in full force and its Subsidiaries to honor, each effect any indemnification agreements of the covenants in this Section 6.2any such Company with any D&O Indemnified Person.

Director and Officer Indemnification and Insurance. (a) From The Merger Agreement provides that for a period of 6 years from and after the Effective Acceptance Time, Acquiror agrees that it shall, and Parent shall (or shall cause the Company Surviving Corporation to) provide indemnification and AG LLC, exculpation for each person who is now or has been prior to indemnify and hold harmless each present and former director and officer the date of the Company and AG LLC against Merger Agreement or who becomes prior to the Effective Time an officer or director of MGF or any costs or expenses of its subsidiaries (including attorneys’ fees and disbursementsthe “Indemnified Parties”), judgmentswhich is at least as favorable to such person as the exculpation and indemnification provided to the Indemnified Parties by MGF and its subsidiaries as of October 8, fines2009. For a period of 6 years after the Acceptance Time, losses, claims, damages Parent shall (or liabilities incurred in connection with any Action, whether civil, criminal, administrative shall cause the Surviving Corporation to) either (i) maintain the current policy of MGF’s directors’ and officers’ fiduciary liability insurance (the “Current D&O Policy”) covering acts or investigative, arising out of or pertaining to matters existing or occurring omissions at or prior to the Acceptance Time with the respect to those persons who are currently covered by the Current D&O Policy or those person who, prior to the Effective Time, whether asserted are designated to fill any vacancies on the MGF Board, or claimed prior to(ii) obtain, in consultation with MGF, a prepaid directors’ and officers’ liability insurance policy covering acts and omissions at or after the Effective Time, prior to the fullest extent Acceptance Time with respect to those persons who are currently covered by the Current D&O Policy that is no less favorable to such indemnified persons than those of the Company Current D&O Policy. The obligations set forth above do not extend or AG LLCotherwise increase the obligations of MGF to provide coverage for acts or omissions of directors or officers of any entity acquired by MGF prior to October 8, as 2009 beyond the case may be, would have been permitted under applicable Law and its respective certificate of formation, operating agreement or other organizational documents and terms provided for in the agreements in effect on with respect to such transactions. In accordance with the date of this Agreement to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoingMerger Agreement, (i) Acquiror shall cause Parent may substitute one or more policies for the Surviving Entity Current D&O Policy, so long as such substitute policies have at least the same coverage and each of its Subsidiaries (A) to maintain for a period of not less than six (6) years from the Effective Time provisions in its certification of formation, operating agreement amounts and other organizational documents or agreements concerning the indemnification contain terms and exoneration (including provisions relating to expense advancement) of the Company’s and AG LLC’s former and current officers, directors, employees, and agents that conditions which are no less favorable advantageous to those Persons than the provisions of persons currently covered by the certificates of formation, operating agreements and other organizational documents and agreements of the Company or AG LLC, as applicable, in each case, as of the date of this Agreement and (B) not to 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 and Current D&O Policy; (ii) Acquiror agrees that (x) the covenants contained in this Section 6.2 are intended Parent will not be required to be pay any annual premium for the benefit of, and shall be enforceable by, each Current D&O Policy or any substitutes with respect thereto in excess of 250% of the current and former directors and officers specified in this Section 6.2 and their respective heirs annual premium; and (yiii) any indemnification and advancement of expenses available to any current or former director of if the Company or AG LLC by virtue of such current or former director’s service as a partner or employee of any investment fund that is an Affiliate or equity owner of the Company prior to the Closing (any such current or former manager, a “Sponsor Manager”) shall be secondary to the indemnification and advancement of expenses to be provided by Acquiror, the Surviving Entity and its Subsidiaries pursuant to this Section 6.2 and that Acquiror, the Surviving Entity and its Subsidiaries (A) shall be the primary indemnitors of first resort for Sponsor Managers pursuant to this Section 6.2, (B) shall be fully responsible premium for the advancement of all expenses and the payment of all losses, damages and other costs and expenses (including attorneys’ fees and disbursements) with respect to Sponsor Managers which are addressed by this Section 6.2 and (C) shall not make any claim for contribution, subrogation Current D&O Policy or any other recovery of any kind in respect of any other indemnification substitutes therefor exceeds such amount, Parent will purchase a substitute policy with the greatest coverage available to any Sponsor Manager with respect to any matter addressed by this Section 6.2. Acquiror shall assume, and be jointly and severally liable for, and shall cause the Company and its Subsidiaries to honor, each of the covenants in this Section 6.2for such 250% amount.

Director and Officer Indemnification and Insurance. (a) From and after the Effective Time, Acquiror The Purchaser agrees that it shallall rights to exculpation, indemnification and advancement of expenses pursuant to the Organizational Documents of the Acquired Companies or OMA or any indemnification agreement to which any D&O Indemnified Person is a party (true, complete, and shall cause correct copies of which have been made available to the Company and AG LLCPurchaser), to indemnify and hold harmless in each present and former director and officer case, as in effect as of the Company and AG LLC against any costs date of this Agreement, for acts or expenses (including attorneys’ fees and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at on or prior to the Effective TimeClosing Date, whether (i) asserted or claimed prior to, on or after the Closing Date (including in respect of any matters arising in connection with this Agreement and the Transactions), (ii) now existing or (iii) arising prior to Closing, in favor of each Person who is now, or who has been at any time prior to the date hereof, or who becomes prior to the Closing, a director, officer, employee or other fiduciary of an Acquired Company or OMA (each, a “D&O Indemnified Person”) shall survive the Closing Date and the consummation of the Transactions and remain in full force and effect for a period of at least six (6) years following the Closing Date. For a period of six (6) years after the Closing Date, (A) the Purchaser shall not, and shall not permit any Acquired Company to, amend, repeal or modify any provision in any the Organizational Documents of the Acquired Companies or OMA relating to the exculpation, indemnification or advancement of expenses with respect to any D&O Indemnified Person in connection with acts or omissions occurring on or prior to the Closing Date, whether asserted or claimed prior to, at on or after the Effective Time, to the fullest extent that the Company or AG LLC, as the case may be, would have been permitted under applicable Law and its respective certificate of formation, operating agreement or other organizational documents and agreements in effect on the date of this Agreement to indemnify such person Closing Date (including the advancing in respect of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, (i) Acquiror shall cause the Surviving Entity and each of its Subsidiaries (A) to maintain for a period of not less than six (6) years from the Effective Time provisions any matters arising in its certification of formation, operating agreement and other organizational documents or agreements concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s and AG LLC’s former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificates of formation, operating agreements and other organizational documents and agreements of the Company or AG LLC, as applicable, in each case, as of the date of connection with this Agreement and (B) not the Transactions), unless, and only to amendthe extent, 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 and (ii) Acquiror agrees applicable Law, it being the intent of the Parties that (x) the covenants contained in this Section 6.2 are intended all such D&O Indemnified Persons shall continue to be for the benefit ofentitled to such exculpation, and shall be enforceable by, each of the current and former directors and officers specified in this Section 6.2 and their respective heirs and (y) any indemnification and advancement of expenses available to any current or former director of the Company or AG LLC by virtue of such current or former director’s service as a partner or employee of any investment fund that is an Affiliate or equity owner of the Company prior to the Closing (any such current or former manager, a “Sponsor Manager”) shall be secondary to the indemnification and advancement of expenses to be provided the fullest extent permitted by Acquirorapplicable Law, the Surviving Entity and its Subsidiaries pursuant to this Section 6.2 and that Acquirorno change, modification or amendment of such documents or arrangements may be made that will materially and adversely affect any such D&O Indemnified Person’s rights thereto without the Surviving Entity prior written consent of such D&O Indemnified Person, and its Subsidiaries (A) shall be the primary indemnitors of first resort for Sponsor Managers pursuant to this Section 6.2, (B) shall be fully responsible for the advancement of all expenses and the payment of all losses, damages and other costs and expenses (including attorneys’ fees and disbursements) with respect to Sponsor Managers which are addressed by this Section 6.2 and (C) shall not make any claim for contribution, subrogation or any other recovery of any kind in respect of any other indemnification available to any Sponsor Manager with respect to any matter addressed by this Section 6.2. Acquiror shall assume, and be jointly and severally liable forPurchaser shall, and shall cause the Acquired Companies to, maintain in full force and effect any indemnification agreements of any Acquired Company and its Subsidiaries to honor, each of the covenants in this Section 6.2OMA with any D&O Indemnified Person.