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

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, Buyer shall not, and shall ensure that Newco, the Company and the Sold Subsidiaries do not, amend, repeal or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by law), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs).

Director and Officer Liability and Indemnification. (a) For Following the Closing, Seller shall renew for a period of at least six (6) years after from the Closing Date any directors’ and officers’ liability insurance or fiduciary liability insurance covering the directors and officers of Company or any of its Subsidiaries in effect on the date of this Agreement (each, an “Existing Policy”), which renewal shall provide substantially the same kind and quality of coverage. Seller shall not terminate or agree to terminate any Existing Policy, or fail to renew or pay any premiums due under any Existing Policy unless, in either case, Seller obtains a replacement policy from an insurance carrier with the same or a better credit rating than the insurance carrier under such Existing Policy with benefits and levels of coverage substantially as favorable as such Existing Policy. Seller shall notify Acquiror at least five (5) Business Days prior to terminating or not renewing any Existing Policy and shall provide any documentation reasonably requested by Acquiror to demonstrate Seller’s compliance with the first sentence of this Section 6.1(a). Following the Closing, Buyer Seller shall notcooperate with, and shall ensure that Newcotake all actions reasonably requested by, the Acquiror, Company or any of its Subsidiaries, or their respective directors, officers or employees in order to permit such Persons to make and the Sold Subsidiaries do notpursue any claims of such Persons under Seller’s insurance policies, amend, repeal or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating to the exculpationextent such policies cover directors’ and officers’ liability insurance or fiduciary liability insurance, indemnification or advancement and Seller shall not take any action to withhold coverage of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by law), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the ClosingPersons. (b) In addition the event Seller (or any of its successors or assigns) (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its assets to any Person, then, and in each such case, Seller shall purchase a run-off insurance policy to provide similar coverage provided by the other rights insurance policies provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below6.1(a), losses, claims, damages, judgments or amounts paid in settlement which shall cover any remaining portion of the six (collectively, "D&O Costs"6) in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to year period following the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)Date.

Director and Officer Liability and Indemnification. (ai) For a period Without limiting any additional rights that any Person may have under any other agreement, from the Closing Date through the sixth anniversary of six (6) years after the ClosingClosing Date, Buyer shall not, indemnify and shall ensure that Newco, the Company and the Sold Subsidiaries do not, amend, repeal or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date hold harmless each present (unless required by law), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing. ) and former officer, director, manager or employee of the Blocker (the “D&O Indemnified Parties”) against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (a) the fact that the D&O Indemnified Party is or was an officer, director, manager, employee, fiduciary or agent of the Blocker or (b) In addition matters existing or occurring at or prior to the other rights provided for in Closing Date (including this Section 7.06 Agreement and not in limitation thereofthe transactions and actions contemplated hereby), from and whether asserted or claimed prior to, at or after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") toClosing Date, to the fullest extent permitted under applicable law save and except any such Costs actually covered by a policy of directors and officers liability insurance maintained by Seller or any Affiliate of Seller. In the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect event of any Threatened, pending or completed such claim, action, suit suit, proceeding or proceedinginvestigation, whether criminal(x) each D&O Indemnified Party will be entitled to advancement of expenses incurred in its defense from Buyer or the Company within ten business days of receipt by Buyer from the D&O Indemnified Party of a request therefor, civilprovided that any person to whom expenses are advanced provides an undertaking, administrative or investigative, based on or arising out or relating if and only to the fact that such Person is or was a director or officer of Newco, extent required by the Company Delaware Corporation Law or the Sold Subsidiaries and arising out of acts or omissions occurring on or Blocker’s organizational documents as in effect immediately prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; providedClosing, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person person is not entitled to indemnification. Any , (y) neither Buyer nor any of its Affiliates, shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such D&O Indemnifiable Claims Indemnified Party hereunder) unless such settlement, compromise or consent includes an unconditional release of such D&O Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such D&O Indemnified Party otherwise consents and (z) Buyer, the Company and their respective Affiliates shall cooperate in the defense of any such matter. (ii) Buyer shall not, and shall not permit the Blocker to, amend, repeal or modify in a manner adverse to the beneficiary thereof any provision in the Blocker’s organizational documents relating to the exculpation or indemnification of former officers, managers, directors, employees, fiduciaries or agents of the Blocker in effect immediately prior to the Closing, it being the intent of the parties that the officers, managers, directors, employees, fiduciaries and agents of the Blocker prior to the Closing shall continue until to be entitled to such D&O Indemnifiable Claim is disposed of or all judgmentsexculpation and indemnification to the fullest extent permitted under applicable law. (iii) Notwithstanding anything contained in this Agreement to the contrary, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b6C shall survive the consummation of the Closing indefinitely. In the event that Buyer or any of its Affiliates (including the Company Entities) or any of their respective successors or assigns (a) consolidates with or merges into any other Person or (b) transfers all or substantially all of its properties or assets to any Person, then, and in each case, the successors and assigns of Buyer or its Affiliates (including the Company Entities), "D&O Expenses" means attorneys' fees as the case may be, shall expressly assume and all other costs, charges be bound by the obligations set forth in this Section 6C. (iv) The obligations of Buyer and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in its Affiliates (including on appeal), the Company Entities) under this Section 6C shall not be terminated or preparing modified in such a manner as to defend, be a witness in or participate in adversely affect any D&O Indemnifiable Claim, in each case solely Person to whom this Section 6C applies without the extent prior written consent of such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)affected Person.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the ClosingClosing Date, Buyer the Purchaser shall not, and shall ensure that Newco, not permit the Company and the Sold or any of its Subsidiaries do not, to amend, repeal or modify any provision in Newco's, the Company's ’s or the Sold Subsidiaries' certificate any of its Subsidiaries articles of incorporation or bylaws relating to the exculpation, exculpation or indemnification or advancement of expenses of any officers and directors in any way that diminishes current or adversely affects former officer or director (the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date “D&O Indemnified Persons”) (unless required by lawLaw), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") Persons shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under of the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, NewcoLaw. At the Closing, the Purchaser will, or will cause the Company or to, obtain, maintain and fully pay for, at the Sold Subsidiaries) Seller’s sole expense, irrevocable “tail” insurance policies naming the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments direct beneficiaries with a claims period of at least six years from the Closing Date from an insurance carrier with the same or amounts paid better credit rating as the Company’s current insurance carrier with respect to directors’ liability insurance in settlement (collectively, "D&O Costs") in an amount and scope at least as favorable as the Company’s existing policies with respect of any Threatened, pending to matters existing or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on at or prior to the Closing Date. The Purchaser will not, or will cause the Company to not, cancel or change such insurance policies in any respect. If the Purchaser, the Company or any of its Subsidiaries or any of their respective successors or assigns (including in respect i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of acts such consolidation or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and merger or (ii) advance shall transfer all or substantially all of its properties and assets to any Person, then, and in each such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; providedcase, however, proper provisions shall be made so that the successors and assigns of the Purchaser and the Company and its Subsidiaries shall assume all of the obligations set forth in this Section. The provisions of this Section 6.03 are intended for the benefit of, and will be enforceable by, each D&O Indemnified Person and his or her heirs and representatives, and are in addition to, and not in substitution for, any other rights to whom D&O Expenses are to be advanced provides an undertaking to repay indemnification or contribution that any such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of person may have had by contract or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)otherwise.

Director and Officer Liability and Indemnification. (a) For Buyer agrees that all contractual rights to indemnification, advancement of expenses and exculpation by the Company now existing in favor of each person who, as of the Closing Date, was an officer, director, employee, manager, or member (or similar position) of the Company (collectively with such individuals heirs, executors or administrators, the “Covered Representatives”), shall survive the Closing Date and shall continue in full force and effect for a period of not less than six (6) years after from the Closing Date, and the provisions with respect to indemnification and limitations on liability set forth in the Company’ governing documents (including the Operating Agreement) shall not be amended, repealed or otherwise modified. Neither Buyer nor the Company, following the Closing, Buyer shall notsettle, and shall ensure that Newco, the Company and the Sold Subsidiaries do not, amend, repeal compromise or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating consent to the exculpation, indemnification or advancement entry of expenses of any officers and directors judgment in any way that diminishes action, claim, demand or adversely affects proceeding or threatened action, claim, demand or proceeding without the exculpation, indemnification or advancement written consent of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by law), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the ClosingCovered Representative. (b) In addition From and after the Closing Date, Bxxxx agrees to cause the Company to indemnify (solely to the extent covered by the applicable insurance) each Covered Representative with respect to all acts and omissions arising out of such individuals’ services as directors, managers, officers, employees, agents or representatives of the Company, occurring prior to the Closing Date. (c) Notwithstanding any other rights provided for provisions hereof, the obligations of Buyer and the Company under this Section 5.13 shall be binding upon the respective successors and assigns of Buyer and the Company. In the event Buyer or the Company, or any of their successors or assigns, (i) consolidates with or merges into any other person or entity, or (ii) transfers all or substantially all of its properties or assets to any person or entity, proper provision shall be made so that the successors and assigns of Buyer or the Company honor the indemnification and other obligations set forth in this Section 7.06 5.13. (d) Buyer covenants, for itself, the Company, and their respective successors and assigns, that it and they shall not institute any action in limitation thereofany court or before any administrative agency or before any other tribunal against any of the current members or managers of the Company, in their capacity as such, with respect to any liabilities, actions or causes of action, judgments, claims or demands of any nature or description (consequential, compensatory, punitive or otherwise), in each such case to the extent resulting from their approval of this Agreement or the transactions contemplated hereby. (e) In the event that either Bxxxxx or Childress is no longer employed by the Company at any time prior to the three (3) year anniversary of the Closing Date, then the Company shall cancel its EPLI coverage and purchase extended EPLI coverage (otherwise known as an “optional extension period”) covering those persons who are currently covered by the Company’s then current EPLI coverage (the “Insured Representatives”) on terms no less favorable than such existing insurance coverage for a period of three (3) years following the Closing Date or twelve (12) months after termination of the ClosingEPLI coverage, whichever period is longer and permitted by the insurance carrier; provided, that in the event that any claim is brought under such policy, the insurance policy shall be maintained until final disposition of such claim. The cost of such policy shall be paid by the Company. With respect to any Losses incurred by Seller or the Company for which Seller would be entitled to assert, or cause the Company to assert, a claim for recovery under such extended coverage, at the written request of the Seller, Buyer shall, and shall cause Newcothe Company, to act in good faith and assert, or assist Seller in asserting, one or more claims under such extended coverage (and otherwise assist Seller to pursue such claims and recover proceeds under the terms of such extended coverage) if Seller is not himself entitled to assert such claim but the Buyer or the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnificationso entitled. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes The provisions of this Section 7.06(b)5.13(e) are intended to be for the benefit of, "D&O Expenses" means attorneys' fees and all other costsshall be enforceable by, charges each of the Insured Representatives, including their heirs and expenses paid or incurred legal representatives. The rights of the Insured Representatives under this Section 5.13(e) shall be in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing addition to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent rights such amounts would be subject to indemnification, reimbursement or advancement Insured Representatives may have under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)governing documents as set forth under this Section 5.13.

Director and Officer Liability and Indemnification. The Investor hereby agrees to do the following: (a) For a period of six (6) years Upon and at all times after the ClosingClosing Date, Buyer the Articles of Organization shall notcontain provisions that require the Company, subject to appropriate procedures, to indemnify the Company’s former and shall ensure that Newcopresent directors and executive officers (each, an “Indemnified Person”), in each case to the fullest extent permitted by applicable Law. (b) Prior to the Closing Date, the Company shall or, if the Company is unable to, the Investor shall, obtain and fully pay the premium for the non-cancellable extension of the Company’s directors’ and officers’ liability insurance policies and the Sold Subsidiaries do not, amend, repeal or modify any provision Company’s fiduciary liability insurance policies (collectively as in Newco'seffect as of the date hereof, the Company's “D&O Insurance Policies”), in each case for a claims reporting or discovery period of at least six years from and after the Sold Subsidiaries' certificate of incorporation or bylaws relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies Closing Date with respect to any Persons serving in such capacity claim against the Company, and the current and former directors and officers of the Company, related to or arising from any act, error, omission, breach of duty or other wrongful act actually or allegedly committed at or prior to the Closing Date (unless required by lawcollectively, the “Prior D&O Wrongful Acts”) from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to the D&O Insurance Policies with terms, conditions, retentions and limits of liability (including coverage for Prior D&O Wrongful Acts) that are no less favorable than the coverage provided under the D&O Insurance Policies (the “Tail D&O Policies”), it being ; provided that the intent Company shall give the Investor a reasonable opportunity to participate in the selection of the parties that the officers Tail D&O Policies and directors of Newco, the Company shall give reasonable and good faith consideration to any comments made by the Sold Subsidiaries who were officers and directors Investor with respect thereto. If the Company or the Investor for any reason fail to obtain such Tail D&O Policies prior to the Closing (eachDate, a "D&O Indemnified Person") the Investor shall continue to be entitled to such exculpationmaintain in effect, indemnification and advancement for a period of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, at least six years from and after the Closing, Buyer shall, and shall cause NewcoClosing Date, the D&O Insurance Policies with the Company’s current insurance carrier or with an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance Policies with terms, conditions, retentions and limits of liability (including coverage for Prior D&O Wrongful Acts) that are no less favorable than the coverage provided under the D&O Insurance Policies, or the Investor shall purchase from the Company’s current insurance carrier or from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance Policies comparable D&O Insurance Policies for such six-year period with terms, conditions, retentions and limits of liability that are no less favorable than as provided in the D&O Insurance Policies; provided that in no event shall the Investor be required to expend for such policies pursuant to this sentence an annual premium amount in excess of 150% of the aggregate annual premiums that the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, paid in its last full fiscal year with respect to the fullest extent permitted under D&O Insurance Policies, which amount is set forth in Schedule 6.06; and provided further that if the certificate aggregate premiums of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newcosuch insurance coverage exceed such amount, the Company or Investor shall be obligated to obtain a policy with the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below)greatest coverage available, losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in with respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions matters occurring on or prior to the Closing Date, for a cost not exceeding such amount. (including c) If the Investor or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in respect each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of acts the Investor, as the case may be, shall assume the obligations set forth in this Section 6.06. (d) The rights of each Indemnified Person under this Section 6.06 shall be in addition to any rights such Person may have under the Articles of Organization or omissions in connection By-laws of the Company or any of its Subsidiaries, under Delaware Law or any other applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the transactions contemplated by this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") Transaction Documents, and (ii) advance are intended to such D&O benefit, and shall be enforceable by, each Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)Person.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the ClosingClosing Date, Buyer the Purchaser shall not, and shall ensure that Newco, not permit the Company and the Sold or its Subsidiaries do notto, amend, repeal or otherwise modify any provision in Newco's, the Company's ’s or the Sold its Subsidiaries' ’ certificate of incorporation formation, certification of incorporation, articles of incorporation, operating agreement, bylaws, or bylaws equivalent governing documents relating to the exculpation, exculpation or indemnification or advancement of expenses (including fee advancement) of any officers and and/or directors of the Company or its Subsidiaries (each such officer or director, an “Indemnified Person”) as in any way effect as of the date of this Agreement that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies is adverse to any Persons serving in such capacity prior to the Closing Date officers and/or directors (unless required by lawLaw), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") Persons shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses (including fee advancement) to the full extent provided for of the Law. The Purchaser shall cause the Company and its Subsidiaries to honor and perform under Newco's, all indemnification obligations owed to any of the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the ClosingIndemnified Persons. (b) In addition The Purchaser acknowledges that, prior to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after or at the Closing, Buyer shallthe Company or its Subsidiaries intend to purchase a prepaid insurance policy (i.e., “tail coverage”, 50% of the cost of which shall be a Transaction Expense and 50% of the cost of which will be borne by the Purchaser) which policy provides liability insurance coverage for the Indemnified Persons on no less favorable terms (including in amount and scope) as the policy or policies maintained by the Seller, the Company or its Subsidiaries immediately prior to the Closing for the benefit of such Indemnified Persons for an aggregate period of not less than six years with respect to claims arising from acts, events or omissions that occurred at or prior to the Closing, including with respect to the transactions contemplated by this Agreement. Such policy shall be from an insurance carrier with the same or better credit rating as the Company’s or its Subsidiaries’ current insurance carrier with respect to directors’ and officers’ liability insurance. The Purchaser shall not, and shall cause Newco, the Company and its Subsidiaries to not, cancel or otherwise terminate such prepaid insurance policy. (c) If the Sold Company, its Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate or any of incorporation, bylaws their respective successors or other applicable organizational documents, assigns (i) indemnify is to consolidate with or merges into any other Person and hold harmless will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) is to transfer all or substantially all of its properties and release from assets to any liability to BuyerPerson, Newcothen, and in each such case, proper provisions shall be made so that the successors and assigns of the Company and its Subsidiaries shall assume all of the obligations set forth in this Section 8.03. The provisions of this Section 8.03 are intended for the benefit of, and will be enforceable by, each Indemnified Person and his or the Sold Subsidiariesher heirs and representatives, and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have had by contract or otherwise. (d) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating Notwithstanding anything herein to the fact that such contrary, if any Proceeding or investigation (whether arising before, at or after the Closing Date) is made against any Indemnified Person is or was a director or officer of Newcoany other party covered by directors’ and officers’ liability insurance, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the sixth anniversary of the Closing (including in respect of acts or omissions in connection with this Agreement and Date, the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes provisions of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid 8.03 shall continue in effect until the final disposition of such Proceeding or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)investigation.

Director and Officer Liability and Indemnification. The Investor hereby agrees to do the following: (a) For a period of six (6) years Upon and at all times after the ClosingClosing Date, Buyer the Certificate of Incorporation shall notcontain provisions that require the Company, subject to appropriate procedures, to indemnify the Company’s former and shall ensure that Newcopresent directors and executive officers (each, an “Indemnified Person”), in each case to the fullest extent permitted by applicable Law. (b) Prior to the Closing Date, the Company shall or, if the Company is unable to, the Investor shall, as of the Closing Date, obtain and fully pay the premium for the non-cancellable extension of the directors’ and officers ’ liability coverage of the Company’s existing directors’ and officers’ insurance policies and the Sold Subsidiaries do notCompany’s existing fiduciary liability insurance policies (collectively, amend“D&O Insurance”), repeal in each case for a claims reporting or modify any provision in Newco's, discovery period of at least six years from and after the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies Closing Date with respect to any Persons serving in such capacity claim related to any period or time at or prior to the Closing Date (unless required from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies; provided that the Company shall give the Investor a reasonable opportunity to participate in the selection of such tail policy and the Company shall give reasonable and good faith consideration to any comments made by law), it being the intent Investor with respect thereto. If the Company or the Investor for any reason fail to obtain such “tail” insurance policies as of the parties that the officers and directors of NewcoClosing Date, the Investor shall continue to maintain in effect, for a period of at least six years from and after the Closing Date, the D&O Insurance in place as of the date hereof with the Company’s current insurance carrier or with an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies as of the date hereof, or the Investor shall purchase from the Company’s current insurance carrier or from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance comparable D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are no less favorable than as provided in the Company’s existing policies as of the date hereof; provided that in no event shall the Investor be required to expend for such policies pursuant to this sentence an annual premium amount in excess of 200% of the amount per annum the Company paid in their last full fiscal year, which amount is set forth in Schedule 6.07; and provided further that if the Sold Subsidiaries who were officers and directors aggregate premiums of such insurance coverage exceed such amount, the Investor shall be obligated to obtain a policy with the greatest coverage available, with respect to matters occurring prior to the Closing (eachDate, for a "D&O Indemnified Person") shall continue to be entitled to cost not exceeding such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closingamount. (bc) In addition If the Investor or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to the other rights provided for in this Section 7.06 and not in limitation thereofany Person, from and after the Closing, Buyer shallthen, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") toin each such case, to the fullest extent permitted necessary, proper provision shall be made so that the successors and assigns of the Investor, as the case may be, shall assume the obligations set forth in this ‎Section 6.07. (d) The rights of each Indemnified Person under this ‎Section 6.07 shall be in addition to any rights such Person may have under the certificate of incorporation, bylaws incorporation or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, by-laws of the Company or the Sold any of its Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments under Delaware Law or amounts paid in settlement (collectively, "D&O Costs") in respect any other applicable Law or under any agreement of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Indemnified Person is or was a director or officer of Newco, with the Company or any of its Subsidiaries. These rights shall survive consummation of the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with transactions contemplated by this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") Transaction Documents, and (ii) advance are intended to such D&O benefit, and shall be enforceable by, each Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)Person.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the ClosingClosing Date, Buyer Purchasers shall not, and shall ensure that Newco, the not permit any Company and the Sold Subsidiaries do notEntity to, amend, repeal or modify any provision of the Charter Documents of any Company Entity as in Newco's, effect on the Company's or the Sold Subsidiaries' certificate date of incorporation or bylaws this Agreement relating to the exculpation, exculpation or indemnification or advancement of expenses currently existing in favor of any officers and current or former officers, directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by law), it being the intent general partners of the parties that Company Entities (the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified PersonPersons") shall continue ), in each case relating to be entitled to such exculpation, indemnification and advancement a state of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws facts existing at or other applicable organizational documents as of immediately prior to the Closing, without the written consent of such affected D&O Indemnified Person. (b) In addition Effective as of the Closing, the Company will cause Truco Enterprises to obtain an irrevocable "tail" insurance policy with respect to the other rights existing policy of directors' and officers' liability insurance maintained by Truco Enterprises as of the date of this Agreement covering those Persons who are currently covered by such existing policies with a claims period of six years from the Closing Date and with terms, conditions, retentions and limits of liability that are no less advantageous in the aggregate than the coverage provided for under such existing policies, in this Section 7.06 each case with respect to matters existing or occurring at or prior to the Closing; provided that in no event shall the aggregate costs and not in limitation thereoffees of purchasing such tail policies exceed three hundred percent (300%) of the aggregate annual premiums currently payable by Truco Enterprises with respect to such existing policies. Purchasers shall pay one hundred percent (100%) of the costs and fees of purchasing such tail policies. (c) If, from and after the Closing, Buyer shall, and shall cause Newco, the any Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate Entity or any of incorporation, bylaws or other applicable organizational documents, their respective successors (i) indemnify and hold harmless shall consolidate with or merge into any other Person (and release from any liability to Buyer, Newco, the other than another Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim"Entity) and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) advance shall transfer all or substantially all of its properties and assets to any Person (other than another Company Entity), then, and in each such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where case, proper provisions shall be made so that the D&O Indemnifying Party has assumed the defense successor of such claimCompany Entity shall assume all of the obligations set forth in Section 7.02(a) promptly after receipt and this Section 7.02(c). The provisions of reasonably detailed statements therefor; providedthis Section 7.02 are intended for the benefit of, howeverand will be enforceable by, that the each D&O Indemnified Person and his or her heirs and representatives, and are in addition to, and not in substitution for, any other rights to whom D&O Expenses are to be advanced provides an undertaking to repay indemnification or contribution that any such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of may have had by contract or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)otherwise.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the ClosingClosing Date, Buyer the Purchaser shall not, and shall ensure that Newco, not permit the Company and the Sold or its Subsidiaries do notto, amend, repeal or otherwise modify any provision in Newco's, the Company's ’s or the Sold its Subsidiaries' ’ certificate of incorporation formation, certification of incorporation, operating agreement, bylaws, or bylaws equivalent governing documents relating to the exculpation, exculpation or indemnification or advancement of expenses (including fee advancement) of any officers and and/or directors in any way manner that diminishes or would adversely affects affect the exculpation, indemnification or advancement rights of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date officers and/or directors thereunder (unless required by lawLaw), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold its Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses (including fee advancement) to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational in such governing documents as of immediately the date hereof. The Purchaser shall, and shall cause the Company and its Subsidiaries to, honor and perform under all such indemnification obligations owed to any of the individuals who were officers and/or directors of the Company or its Subsidiaries at or prior to the ClosingClosing Date. (b) In addition Prior to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after or at the Closing, Buyer the Purchaser shall, and or shall cause Newco, the Company and (at the Sold Subsidiaries (each, a "D&O Indemnifying Party"Purchaser’s expense) to, purchase a prepaid insurance policy (i.e., “tail coverage”) which policy provides directors’ and officers’ liability insurance coverage for the individuals who are as of the date hereof (and any additional individuals who prior to the fullest extent permitted under Closing Date become) covered by the certificate Company’s directors’ and officers’ liability insurance policies in effect on the date hereof (the “Existing D&O Policies”) on no less favorable terms (including in amount and scope) than the terms in such Existing D&O Policies for the benefit of incorporationsuch individuals for an aggregate period of not less than six (6) years with respect to claims arising from acts, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts events or omissions occurring on that occurred at or prior to the Closing (Closing, including in with respect of acts or omissions in connection with this Agreement and to the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements thereforby this Agreement; provided, however, that the Purchaser shall not be required to pay a premium for such “tail coverage” insurance policy in excess of $200,000 (the “Premium Cap”) (it being understood and agreed that in the event such insurance policy cannot be obtained for such amount or less, in the aggregate, (i) the Company, in its sole discretion, may nevertheless, at least three (3) Business Days prior to the Closing Date, elect for the Purchaser to purchase such policy, in which case the amount by which the premium for such policy exceeds the Premium Cap shall be treated as a Transaction Expense or (ii) if the Company does not so elect, the Purchaser shall remain obligated to provide the greatest insurance coverage as may be obtained without requiring payments in excess of the Premium Cap). Such policy shall be from an insurance carrier with the same or better credit rating as the insurance carriers party to the Existing D&O Indemnified Policies. (c) If the Company, its Subsidiaries or any of their respective successors or assigns (i) is to consolidate with or merge into any other Person and will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) is to whom D&O Expenses are transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be advanced provides an undertaking to repay such advances if it is ultimately determined made so that such D&O Indemnified Person is not entitled to indemnificationthe successors and assigns of the Company and its Subsidiaries shall assume all of the obligations set forth in this Section 8.03. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes The provisions of this Section 7.06(b)8.03 are intended for the benefit of, "D&O Expenses" means attorneys' fees and all will be enforceable by, each current and former officer, director or similar functionary of the Company or its Subsidiaries and his or her heirs and representatives, and are in addition to, and not in substitution for, any other costs, charges and expenses paid rights to indemnification or incurred in connection with investigating, defending, being a witness in contribution that any such person may have had by contract or participating in otherwise. (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely d) Notwithstanding anything herein to the extent contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Closing Date) is made against any individuals who are as of the date hereof (and any additional individuals who prior to the Closing Date become) covered by the Company’s Existing D&O Policies on or prior to the sixth anniversary of the Closing Date, the provisions of this Section 8.03 shall continue in effect until the final disposition of such amounts would be subject to indemnificationclaim, reimbursement action, suit, proceeding or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)investigation.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years from and after the Closing, Buyer shall not, and shall ensure that NewcoEffective Time, the provisions in the Organizational Documents of the Acquired Companies and any Contracts to which an Acquired Company and the Sold Subsidiaries do notis party with respect to indemnification, amend, repeal or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating to the exculpation, indemnification or advancement of expenses and exculpation of any former or present directors and officers of the Acquired Companies (each, a “D&O Indemnified Person”) shall be no less favorable to such directors and directors officers than such provisions contained in any way that diminishes the Organizational Documents of such Acquired Companies or adversely affects such Contracts in effect as of the exculpation, indemnification or advancement date of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by law)this Agreement, it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") Persons shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other permitted by applicable organizational documents as of immediately prior to the ClosingLaw. (b) In addition to the other rights provided for in this Section 7.06 7.5 and not in limitation thereof, from and after the Closing, Buyer Parent shall, and shall cause Newco, the Company and the Sold Subsidiaries Acquired Companies (each, a "“D&O Indemnifying Party"”) to, to the fullest extent permitted under the certificate of incorporation, bylaws or other by applicable organizational documentsLaw, (i) indemnify and hold harmless (and release from any liability Liability to Buyer, Newco, the Company Parent or the Sold Subsidiariesany Acquired Company) the any D&O Indemnified Persons Person against all D&O Expenses (as defined below), ) and all losses, claims, damages, judgments or and amounts paid in settlement (collectively, "“D&O Costs"”) in respect of any Threatenedthreatened, pending or completed claim, action, suit action or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the any Acquired Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated therebyTransaction) (a "“D&O Indemnifiable Claim"”) and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately and finally determined by a court of competent jurisdiction that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully and finally satisfied. For Notwithstanding the purposes of this Section 7.06(b)foregoing, "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in the event any D&O Indemnifiable ClaimClaim is brought against any D&O Indemnified Persons and in which indemnification could be sought by such D&O Indemnifying Party, (i) Parent and the Surviving Corporation shall have the right to control the defense thereof after the Effective Time if Parent shall have first acknowledged in each case solely writing that the applicable D&O Indemnified Person entitled to the extent such amounts would be subject to indemnification, reimbursement or advancement indemnification under the certificate this Section 7.5 and (ii) for so long as 44 Agreement and Plan of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs).Merger

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the ClosingClosing Date, Buyer shall notno Purchaser shall, and the Purchasers shall ensure that Newco, the not permit any Company and the Sold Subsidiaries do notor Company Subsidiary to, amend, repeal or modify any provision in Newco's, the any Company's ’s or the Sold Subsidiaries' certificate of incorporation or bylaws Company Subsidiary’s governing documents relating to the exculpation, exculpation or indemnification or advancement of expenses of any officers and directors in any way that diminishes current or adversely affects the exculpationformer employee, indemnification officer, manager or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date director (unless required or no longer permitted by lawApplicable Law), it being the intent of the parties that the officers employees, officers, managers and directors of Newco, the each Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") Company Subsidiary shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws Applicable Law. On or other applicable organizational documents as of immediately prior to the Closing. , the Purchasers shall have purchased so-called “tail” policy coverage (or the equivalent thereof) with respect to the Companies’ and Company Subsidiaries’ existing directors’ and officers’ (or equivalent) liability insurance policies with a fresh, unimpaired aggregate limit of liability, and containing terms and conditions that are no less favorable to the directors and officers (or equivalent) of the Companies and Company Subsidiaries, as applicable, as the Companies’ and Company Subsidiaries’ existing directors’ and officers’ (or equivalent) liability insurance policies, and from insurance carriers with at least comparable claims paying ability ratings, all in form and substance reasonably satisfactory to the Sellers (the “Tail Policies”). Until the sixth anniversary of the Effective Time, the Purchasers shall cause the Companies and the Company Subsidiaries (a) not to amend or otherwise modify the coverage under the Tail Policies or take any action that would result in the cancellation, termination, amendment or modification of any Tail Policy and (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, continue to the fullest extent permitted honor their respective obligations under the certificate of incorporation, bylaws Tail Policies. If any Company or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, NewcoCompany Subsidiary is acquired during such Period, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid Company Subsidiary will require in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or agreement relating to its being acquired that the fact that such Person is or was a acquirer shall maintain in effect the insurance required by this Section. The provisions of this Section 6.3 are intended for the benefit of, and will be enforceable by, each current and former employee, officer, manager and director or officer of Newco, the each Company or the Sold and its Company Subsidiaries and arising out of acts his or omissions occurring on her heirs and representatives, and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have had by Contract or otherwise. At or prior to the Closing (including in respect Closing, the Purchasers shall deliver copies of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely Tail Policies to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)Sellers.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, Buyer shall Buyers will not, and shall ensure that Newco, will not permit the Company and the Sold Subsidiaries do notGroup Companies or Blocker to, amend, repeal or modify any provision in Newco'sthe Group Companies’ or Blocker’s operating agreement, the Company's certificate or the Sold Subsidiaries' certificate articles of incorporation amendment, bylaws or bylaws other equivalent governing documents, or in any contract or agreement, relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation(each, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date a “D&O Indemnified Person”) (unless required by lawlaw or other Governmental Authority), it being the intent of the parties Parties that the officers and directors of Newco, the Company Group Companies and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall Blocker will continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, of the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closinglaw. (b) In addition At or prior to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and will obtain at its own expense a prepaid irrevocable “tail” insurance policy (the Sold Subsidiaries (each, a "“D&O Indemnifying Party"Tail”) to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) naming the D&O Indemnified Persons against all D&O Expenses as direct beneficiaries with a claims period of at least six (6) years from the Closing Date from an insurance carrier with the same or better credit rating as defined below), losses, claims, damages, judgments the Group Companies’ current insurance carrier with respect to directors’ and officers’ liability insurance in an amount and scope at least as favorable as the Group Companies’ existing policies with respect to matters existing or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on at or prior to the Closing Date. Buyers will not, and will cause the Group Companies and Blocker to not, cancel or change such insurance policies in any respect. (including in c) With respect of to any right to indemnification or advancement for acts or omissions in connection with this Agreement occurring prior to or at the Closing, the Group Companies and Blocker will be the transactions contemplated thereby) indemnitors of first resort, responsible for all such indemnification and advancement that any D&O Indemnified Person may have from any direct or indirect shareholder or equity holder of the Group Companies or Blocker (a "D&O Indemnifiable Claim"or any Affiliate of such shareholder or equity holder) and (ii) without right to seek subrogation, indemnity or contribution. Each of the Group Companies, Blocker and Buyers further agree that no advance or prepayment by any party other than the Group Companies and Blocker as the primary indemnitors on behalf of any D&O Indemnified Person with respect to any claim for which such D&O Indemnified Persons Person has sought indemnification from any of the Group Companies and Blocker will affect the foregoing and that any such secondary indemnitor will not have a right of contribution and/or be subrogated to the extent of such advancement or payment to all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the rights of recovery of the D&O Indemnifying Party has assumed Indemnified Person against the defense Group Companies or Blocker, and each of the Group Companies and Blocker hereby irrevocably waives, relinquishes and releases any such claimsecondary indemnitor from any and all claims against the secondary indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. (d) promptly after receipt of reasonably detailed statements therefor; provided, however, that the The obligations under this Section 7.07(d) will not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that this Section 7.07(d) applies without the consent of such D&O Indemnified Person is not entitled (it being expressly agreed that the D&O Indemnified Persons to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes whom this Section 7.07(d) applies will be third-party beneficiaries of this Section 7.06(b), "D&O Expenses" means attorneys' fees 7.07(d) and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing will be entitled to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to enforce the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costscovenants contained herein).

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, Buyer the Purchaser shall not, and shall ensure that Newco, not permit the Company and the Sold or any of its Subsidiaries do notto, amend, repeal or otherwise modify any provision in Newco's, the Company's ’s or the Sold any of its Subsidiaries' ’ operating agreement, certificate of incorporation incorporation, bylaws (or bylaws equivalent governing document) relating to the exculpation, exculpation or indemnification or advancement of expenses of any current or former managers, directors and/or officers and directors in any way that diminishes or adversely affects the exculpation(each, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date a “ D&O Indemnitee”) (unless required by law)Law) from the form of such provisions as of immediately prior to the Effective Time, it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") Indemnitees shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closingpermitted by Law. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after At the Closing, Buyer the Purchaser shall, or shall cause the Company to, obtain, maintain and fully pay for irrevocable “tail” insurance policies naming the D&O Indemnitees as direct beneficiaries with a claims period of at least six (6) years from the Closing Date from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ liability insurance in an amount and scope at least as favorable as the Company’s existing policies with respect to matters existing or occurring at or prior to the Closing. The cost of such tail insurance policy shall be borne 50% by the Purchaser, on the one hand, and 50% by the Unitholders (as a Transaction Expense), on the other hand. The Purchaser shall not, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") not to, to cancel or change such insurance policies in any respect. (c) In the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newcoevent Purchaser, the Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below)continuing or surviving corporation or entity in such consolidation or merger, losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance transfers all or substantially all of its properties and assets to any Person, then and in either such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, case proper provision shall be made so that the successors and assigns of Purchaser or the Company, as the case may be, shall assume the obligations set forth in this Section 7.03. (d) The D&O Indemnified Person to whom D&O Expenses Indemnitees are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed express and intended third-party beneficiaries of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes provisions of this Section 7.06(b), "D&O Expenses" means attorneys' fees 7.03 and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being shall be entitled to enforce the terms of this Section 7.03 as if they were each a witness in or participating in (including on appeal), or preparing party to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)this Agreement.

Director and Officer Liability and Indemnification. (a) For a the duration of the period of six (6) years after commencing on the ClosingClosing Date, Buyer the Purchaser shall not, and shall ensure that Newco, not permit the Company and the Sold or any of its Subsidiaries do not, to amend, repeal or otherwise modify any provision in Newco's, the Company's or the Sold any of its Subsidiaries' certificate of incorporation (or equivalent governing document) or bylaws relating to the exculpation, exculpation or indemnification or advancement of expenses of any officers and and/or directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by law), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold its Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses to the full extent provided of the law. In addition, the Purchaser shall cause the Surviving Corporation to maintain in effect for under Newco'sthe duration of the period of six years commencing on the Closing Date directors' and officers' liability insurance covering those persons who are covered by the Company's directors' and officers' liability insurance policy immediately prior to the Effective Time with coverage limits not lower in any respect than, and otherwise on terms no less favorable to the insured parties than, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents insurance coverage as of in effect immediately prior to the Closing. (b) In addition Effective Time. Purchaser may satisfy its obligations under this Section 5.02 by purchasing on or prior to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, Closing Date a "D&O Indemnifying Party") to, to the fullest extent permitted tail" policy under the certificate of incorporation, bylaws or other applicable organizational documents, Company's existing directors' and officers' insurance policy that (i) indemnify and hold harmless has an effective term of six years from the Effective Time, (and release from any liability to Buyerii) covers those persons who are currently covered, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based will be covered on or arising out or relating prior to the fact that Effective Time, by such Person is or was a director or officer of Newco, insurance policy in effect on the Company or the Sold Subsidiaries Closing Date for actions and arising out of acts or omissions occurring on or prior to the Closing Effective Time, and (iii) contains terms and conditions (including without limitation coverage amounts) that are at least as favorable in respect the aggregate as the terms and conditions of acts or omissions such insurance in connection with this Agreement and effect immediately prior to the transactions contemplated thereby) (Effective Time. In the event that the Surviving Corporation would be required to expend more than $250,000 for a "D&O Indemnifiable Claimtail" policy (") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where Maximum Premium"), the D&O Indemnifying Party has assumed Surviving Corporation shall obtain the defense maximum policy limit amount of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, insurance obtainable for the avoidance of doubt, included in the definition of D&O Costs)Maximum Premium.

Director and Officer Liability and Indemnification. (a) Prior to or simultaneously with the Closing, the Company and its Subsidiaries shall purchase (at the Purchaser’s cost and expense) or, alternatively, the Purchaser shall cause to be purchased for the benefit of the Company and its Subsidiaries from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance a prepaid insurance policy (i.e., “tail coverage”) which provide (i) “side A, B and C directors and officers” insurance coverage for each of the individuals who were officers, directors or similar functionaries of the Company or any of its Subsidiaries at or prior to the Closing Date with a policy limit no less than, and on terms no less favorable (including in with respect to scope) than, the policy or policy(ies) maintained by the Company or any of its Subsidiaries immediately prior to the Closing for the benefit of such individuals and (ii) “side A directors and officers” insurance coverage for each such individual with a policy limit of one million dollars ($1,000,000), in each case, for an aggregate period of not less than six (6) years with respect to claims arising from acts, events or omissions that occurred at or prior to the Closing, including with respect to the transactions contemplated by this Agreement (such policies, the “D&O Tail Policies”); provided, that the premium for the D&O Tail Policies shall be borne by the Purchaser. (b) For a period of six (6) years after the Closing, Buyer the Purchaser shall not, and shall ensure that Newco, not permit the Company and the Sold or any of its Subsidiaries do notto, amend, repeal or otherwise modify any provision in Newco's, 41 the Company's ’s or the Sold any of its Subsidiaries' ’ certificate or articles of incorporation or bylaws (or equivalent governing documents) relating to the exculpationexculpation or indemnification of any officers, directors or similar functionaries (unless to provide for greater exculpation or indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by lawLaw), it being the intent of the parties hereto that the officers current and former officers, directors and similar functionaries of Newco, the Company and the Sold its Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, exculpation and indemnification and (including with respect to advancement of expenses expenses) to the full extent provided for under Newco's, of the Company's Law. The Purchaser agrees and acknowledges that this Section 9.02 shall be binding on the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the ClosingPurchaser’s successors and assigns. (bc) In addition If the Company, its Subsidiaries or any of their respective successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the other rights provided for successors and assigns of the Company and its Subsidiaries shall assume all of the obligations set forth in this Section 7.06 and not 9.02. (d) Notwithstanding anything in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, this Agreement to the fullest extent permitted under the certificate of incorporationcontrary, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from if any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit suit, proceeding or proceedinginvestigation (whether arising before, whether criminalat or after the Closing Date) is made against any individual who was an officer, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer similar functionary of Newco, the Company or its Subsidiaries at or prior to the Sold Subsidiaries Closing Date or any other party covered by directors’ and arising out of acts or omissions occurring officers’ liability insurance, on or prior to the sixth (6th) anniversary of the Closing (including Date, the provisions of this Section 9.02 shall continue in respect of acts or omissions in connection with this Agreement and effect until the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense final disposition of such claim, action, suit, proceeding or investigation. (e) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person The obligations under this Section 9.02 shall not be terminated or modified in such a manner as to affect adversely any indemnitee or exculpee to whom D&O Expenses are to be advanced provides an undertaking to repay this Section 9.02 applies without the consent of such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnificationaffected indemnitee or exculpee. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes The provisions of this Section 7.06(b9.02 are intended for the benefit of, and will be enforceable by (as express third-party beneficiaries), "D&O Expenses" means attorneys' fees each current and all former officer, director or similar functionary of the Company and its Subsidiaries and his or her heirs and representatives, successors and assigns and are in addition to, and not in substitution for, any other costs, charges and expenses paid rights to indemnification or incurred in connection with investigating, defending, being a witness in contribution that any such person may have had by contract or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)otherwise.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the ClosingClosing Date, Buyer shall will not, and shall ensure that Newco, the Company and the Sold Subsidiaries do notwill not permit any Acquired Entity to, amend, repeal or modify any provision in Newco's, the Company's or the Sold Subsidiaries' any Acquired Entity’s certificate of incorporation incorporation, bylaws or bylaws other equivalent governing documents relating to the exculpation, indemnification or advancement of expenses of any officers current and directors former officers, directors, managers or direct or indirect equityholders (together with Buyer, each, a “D&O Indemnified Person”) (unless consistent with any amendment, repeal or modification made by Buyer and/or its Affiliates in respect of Buyer or its Affiliates’ respective analogous documents (provided that any way that diminishes or adversely affects such modification is not adverse to the relevant D&O Indemnified Person’s rights to exculpation, indemnification or and advancement of expenses provided therein as it applies pursuant to any Persons serving in such capacity prior to the Closing Date (unless documents) or required by lawLaw), it being the intent of the parties hereto that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall Persons will continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, of the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the ClosingLaw. (b) In addition to the other rights provided for in this Section 7.06 8.02 and not in limitation thereof, from and after the Closing, Buyer shallwill, and shall will cause Newco, the Company and the Sold Subsidiaries Acquired Entities (each, a "D&O Indemnifying Party"“D&O (c) to, At or prior to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, NewcoClosing, the Company Sellers will, or will cause the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments Acquired Entities to obtain irrevocable “tail” insurance policies with respect to matters existing or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and Date naming the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred as direct beneficiaries with a claims period of at least six years from the Closing Date. Buyer will, and will cause the Acquired Entities to, maintain such insurance policies and not cancel or change such insurance policies in connection with any D&O Indemnifiable Claim (including in circumstances where respect. 50% of the D&O Indemnifying Party has assumed the defense cost of such claimpolicies shall borne by Buyer and 50% of the cost of such policies shall be borne the Sellers. (d) promptly after receipt Buyer hereby acknowledges (on behalf of reasonably detailed statements therefor; provided, however, itself and its Subsidiaries) that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject Persons may have certain rights to indemnification, reimbursement advancement of expenses or advancement under the certificate of incorporation, bylaws insurance provided by current equityholders or other applicable organizational documentsAffiliates of the Sellers or their respective equityholders (“Indemnitee Affiliates”) separate from the indemnification obligations of Buyer hereunder. The parties hereto agree that (i) Buyer and the Acquired Entities are the indemnitors of first resort (i.e., but shall exclude lossestheir obligations to the D&O Indemnified Persons are primary and any obligation of any Indemnitee Affiliate to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the D&O Indemnified Persons are secondary), claims(ii) Buyer and the Acquired Entities will be required to advance the full amount of expenses incurred by the D&O Indemnified Persons and will be liable for the full amount of all expenses, damagesjudgments, judgments or penalties, fines, and amounts paid in settlement to the extent legally permitted, without regard to any rights the D&O Indemnified Persons may have against any Indemnitee Affiliate, and (which items areiii) Buyer and the Acquired Entities (on behalf of themselves and their respective Subsidiaries) irrevocably waive, relinquish and release the Indemnitee Affiliates from any and all claims against the Indemnitee Affiliates for the avoidance contribution, subrogation or any other recovery of doubt, included any kind in the definition of D&O Costs)respect thereof.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, Buyer shall not, and shall ensure that Newconot permit any Acquired Company to, the Company and the Sold Subsidiaries do notunless required by law, amend, repeal or modify any provision in Newco'ssuch Person’s partnership agreement, the Company's or the Sold Subsidiaries' operating agreement, certificate of incorporation or bylaws (or equivalent governance documents) relating to the exculpation, exculpation or indemnification or advancement of expenses of any individual who on or prior to the Effective Time was a general partner (and all officers and directors in of such general partner), manager, director, officer, employee or agent of such Person or a trustee or fiduciary of any way that diminishes plan, trust or adversely affects arrangement for the exculpation, indemnification or advancement benefit of expenses provided therein as it applies to employees of any Persons serving in such capacity prior to the Closing Date Acquired Company (unless required by lawan “Indemnified Individual”), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") Individuals shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses to the full extent provided for under Newco's, of the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closinglaw. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and For a period of six years after the Closing, Buyer shall, and or shall cause Newcoeach Acquired Company to, maintain the Company policies for directors’ and officers’ liability insurance currently maintained by the Acquired Companies for the benefit of the Indemnified Individuals currently covered by such policies (or policies of at least the same coverage containing terms and conditions that are not materially less advantageous), including coverage with respect to claims arising from facts or events that occurred at or prior to consummation of the Merger; provided that, if the annual premiums for such insurance during such period shall exceed 200% of the per annum rate of premium paid by the Acquired Companies as of the date hereof for such insurance, then Buyer shall provide a policy with the best coverage as shall then be available at 200% of such rate. (c) From and after the Closing, Buyer and the Sold Subsidiaries (eachAcquired Companies shall, a "D&O Indemnifying Party") tojointly and severally, indemnify any Indemnified Individual to the fullest extent permitted under by applicable law with respect to all acts or omissions arising out of such Indemnified Individual’s service to such Acquired Company or as trustees or fiduciaries of any plan, trust or arrangement for the certificate benefit of incorporationemployees of any Acquired Company, bylaws occurring prior to the Effective Time including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any Indemnified Individual is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring prior to, and including, the Effective Time, Buyer and the Acquired Companies, on a joint and several basis, from and after the Effective Time, shall promptly pay, as incurred, such Indemnified Individual’s legal and other applicable organizational documentsfees, costs and expenses (including the cost of any investigation and preparation) incurred in connection therewith. Buyer and the Acquired Companies, on a joint and several basis, shall also pay all fees, costs and expenses, including attorneys’ fees, that may be incurred by an Indemnified Individual in enforcing this Section 7.02(c) or any action involving an Indemnified Individual resulting from the transactions contemplated by this Agreement. (d) In the event that Buyer or any Acquired Company, or any of their respective successors or assigns, (i) indemnify consolidates with or merges into any other Person and hold harmless (and release from any liability to Buyer, Newco, shall not be the Company continuing or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments surviving Person in such consolidation or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending merger or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance transfers all or substantially all of its properties and assets to such D&O Indemnified Persons all D&O Expenses incurred any Person, then, and in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; providedeach case, however, proper provision shall be made so that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay successors and assigns of Buyer or any such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgmentsAcquired Company, ordersas the case may be, decrees or honor the indemnification and other rulings obligations set forth in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)7.02.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, Buyer shall not, and shall ensure that Newco, not permit the Company and the Sold or any of its Subsidiaries do notto, amend, repeal or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws their respective Organizational Documents as now in effect relating to the exculpation, exculpation or indemnification or advancement of expenses of any officers and officers, managing members, managers, directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any equivalent Persons serving in such capacity prior to the Closing Date (unless required by law), it being the intent of the parties that the officers officers, managing members, managers, directors and directors equivalent Persons of Newco, the Company and the Sold its Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses to the full extent provided for under Newco's, of the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closinglaw. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and For a period of six (6) years after the Closing, Buyer shall, and or shall cause Newco, the Company and the Sold its Subsidiaries (each, a "D&O Indemnifying Party") to, take all necessary steps to acquire and maintain a liability insurance policy (or acquire an equivalent tail-policy) for the benefit of the Company’s and its Subsidiaries’ and (to the fullest extent permitted related to the Company and its Subsidiaries) the Company’s officers, managing members, managers, directors or equivalent Persons with respect to claims arising from facts or events that occurred prior to or in connection with the Closing, in each case, which policy shall have a term of or be maintained for at least six (6) years following the Closing Date and terms that are no less favorable than those under the certificate Company’s and its Subsidiaries’ existing officers’, managing members’, managers’, directors’ and equivalent Persons’ liability insurance policy; provided that, in satisfying their obligations under this Section 7.03(b), Buyer and the Company and its Subsidiaries shall not be obligated to pay premiums in excess of incorporation300% of the amount per annum the Company paid in its last full fiscal year (the “Premium Limit”), bylaws or other applicable organizational documentswhich amount the Company has disclosed to Buyer prior to the date hereof, but nonetheless shall be obligated to maintain the maximum amount of liability insurance coverage available for the Premium Limit. (c) From and after the Closing, Buyer and the Company and its Subsidiaries shall fulfill and honor in all respects the obligations of the Company and its Subsidiaries pursuant to: (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, each indemnification agreement as in effect as of the date of this Agreement between the Company and any individual who at the Closing is, or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of at any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or time prior to the Closing was, a managing member, manager, director, officer, employee or agent of the Company or its Subsidiaries or (including in respect of acts or omissions in connection with this Agreement to the extent related to the Company and its Subsidiaries) the transactions contemplated thereby) (a "D&O Indemnifiable Claim") Company and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim indemnification provision (including advancement of expenses) and any exculpation provision set forth in circumstances where the D&O Indemnifying Party has assumed Organizational Documents of the defense Company or its Subsidiaries, as applicable, as in effect on the date of such claim) promptly after receipt this Agreement. Buyer’s and the Company’s and its Subsidiaries’ obligations under the preceding sentence shall continue in full force and effect for a period of reasonably detailed statements thereforsix years from the Closing; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled all rights to indemnification. Any D&O Indemnifiable Claims , exculpation and advancement of expenses in respect of any claim asserted or made within such period shall continue until the final disposition of such D&O Indemnifiable Claim is disposed claim. (d) In the event that Buyer, the Company, or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all judgmentsor substantially all of its properties and assets to any Person, ordersthen, decrees and in each case, proper provision shall be made so that the successors and assigns of Buyer or the Company, as the case may be, are obligated to honor the indemnification and other rulings obligations set forth in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)7.03.

Director and Officer Liability and Indemnification. (a) Prior to or simultaneously with the Closing, the Company and its Subsidiaries shall purchase (at the Purchaser’s cost and expense) or, alternatively, the Purchaser shall cause to be purchased for the benefit of the Company and its Subsidiaries from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance a prepaid insurance policy (i.e., “tail coverage”) which provide (i) “side A, B and C directors and officers” insurance coverage for each of the individuals who were officers, directors or similar functionaries of the Company or any of its Subsidiaries at or prior to the Closing Date with a policy limit no less than, and on terms no less favorable (including in with respect to scope) than, the policy or policy(ies) maintained by the Company or any of its Subsidiaries immediately prior to the Closing for the benefit of such individuals and (ii) “side A directors and officers” insurance coverage for each such individual with a policy limit of one million dollars ($1,000,000), in each case, for an aggregate period of not less than six (6) years with respect to claims arising from acts, events or omissions that occurred at or prior to the Closing, including with respect to the transactions contemplated by this Agreement (such policies, the “D&O Tail Policies”); provided, that the premium for the D&O Tail Policies shall be borne by the Purchaser. (b) For a period of six (6) years after the Closing, Buyer the Purchaser shall not, and shall ensure that Newco, not permit the Company and the Sold or any of its Subsidiaries do notto, amend, repeal or otherwise modify any provision in Newco's, the Company's ’s or the Sold any of its Subsidiaries' ’ certificate or articles of incorporation or bylaws (or equivalent governing documents) relating to the exculpationexculpation or indemnification of any officers, directors or similar functionaries (unless to provide for greater exculpation or indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by lawLaw), it being the intent of the parties hereto that the officers current and former officers, directors and similar functionaries of Newco, the Company and the Sold its Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, exculpation and indemnification and (including with respect to advancement of expenses expenses) to the full extent provided for under Newco's, of the Company's Law. The Purchaser agrees and acknowledges that this Section 9.02 shall be binding on the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the ClosingPurchaser’s successors and assigns. (bc) In addition If the Company, its Subsidiaries or any of their respective successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the other rights provided for successors and assigns of the Company and its Subsidiaries shall assume all of the obligations set forth in this Section 7.06 and not 9.02. (d) Notwithstanding anything in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, this Agreement to the fullest extent permitted under the certificate of incorporationcontrary, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from if any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit suit, proceeding or proceedinginvestigation (whether arising before, whether criminalat or after the Closing Date) is made against any individual who was an officer, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer similar functionary of Newco, the Company or its Subsidiaries at or prior to the Sold Subsidiaries Closing Date or any other party covered by directors’ and arising out of acts or omissions occurring officers’ liability insurance, on or prior to the sixth (6th) anniversary of the Closing (including Date, the provisions of this Section 9.02 shall continue in respect of acts or omissions in connection with this Agreement and effect until the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense final disposition of such claim, action, suit, proceeding or investigation. (e) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person The obligations under this Section 9.02 shall not be terminated or modified in such a manner as to affect adversely any indemnitee or exculpee to whom D&O Expenses are to be advanced provides an undertaking to repay this Section 9.02 applies without the consent of such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnificationaffected indemnitee or exculpee. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes The provisions of this Section 7.06(b9.02 are intended for the benefit of, and will be enforceable by (as express third-party beneficiaries), "D&O Expenses" means attorneys' fees each current and all former officer, director or similar functionary of the Company and its Subsidiaries and his or her heirs and representatives, successors and assigns and are in addition to, and not in substitution for, any other costs, charges and expenses paid rights to indemnification or incurred in connection with investigating, defending, being a witness in contribution that any such person may have had by contract or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)otherwise.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after Each Group Company shall exculpate to the Closing, Buyer shall not, and shall ensure that Newco, fullest extent permitted by applicable Law or under the Company and the Sold Subsidiaries do not, amend, repeal articles or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating or other governing documents of such Group Company, contingent upon but automatically effective upon the North America Closing, or solely with respect to the exculpationChina Companies, indemnification or advancement of expenses of any officers the China Closing, and each Group Company shall indemnify, defend and hold harmless, its present and former officers, employees and directors (each a “D&O Indemnified Person”) against all Losses arising out of actions or omissions in any way that diminishes their capacities as such occurring at or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the North America Closing Date (unless required by law)or, it being solely with respect to the intent of the parties that the officers and directors of NewcoChina Companies, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the China Closing. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the articles or certificate of incorporation, incorporation or bylaws or other applicable organizational documentsgoverning documents of such Group Company, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the agreement between a D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses respective Group Company in effect at the date of this Agreement, including advancing expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of any claim. (b) Prior to the North America Closing, or solely with respect to the China Companies, the China Closing, the Group Companies shall purchase directors’ and officers’ liability insurance policies providing coverage for the officers and directors of the Group Companies for a period of up to six years following the North America Closing or the China Closing, as applicable (including pursuant to a six-year prepaid “tail” policy), subject to the prior written approval by Buyer of such claimpolicies, which approval shall not be unreasonably withheld, conditioned or delayed. The premium and other expenses related to the acquisition of such policies will be paid by the Group Companies; provided that, in satisfying its obligations under this Section 7.21, the Group Companies shall not be obligated to pay premiums in excess of 300% of the amount per annum the Group Companies paid for the most recent full coverage year. Buyer shall not, and shall cause the Group Companies not to, cancel, limit, modify or amend such policies while they are in effect. (c) promptly after receipt None of reasonably detailed statements therefor; providedthe Group Companies or Buyer will take any action to amend or terminate the provisions of any Group Company’s articles or certificate of incorporation or bylaws or other governing documents or any agreements between any present and former officers, howeveremployees and directors of any of the Group Companies so as to reduce, that limit, alter or otherwise terminate such Group Company’s obligations to indemnify any former officer, employee or director. (d) The obligations of the Group Companies under this Section 7.21 shall not -81- be terminated or modified in such a manner as to adversely affect any D&O Indemnified Person to whom D&O Expenses this Section 7.21 applies. (e) If the Group Companies fail, for any reason, to satisfy or discharge, in whole or in part, their obligations pursuant to this Section 7.21 with respect to a claim for indemnification or contribution, Buyer shall be liable for satisfying or discharging such indemnification or contribution obligation to the extent not satisfied or discharged by the Group Companies. (f) The provisions of this Section 7.21 are intended to be advanced provides an undertaking to repay such advances if it is ultimately determined that such for the benefit of, and will be enforceable by, each D&O Indemnified Person is and his or her heirs and representatives, and are in addition to, and not entitled in substitution for, any other rights to indemnification. Any D&O Indemnifiable Claims shall continue until indemnification or contribution that any such D&O Indemnifiable Claim is disposed of Person may have by contract or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)otherwise.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the ClosingClosing Date, Buyer Parent shall not, and shall ensure that Newco, not permit the Company and the Sold or any of its Subsidiaries do not, to amend, repeal or modify any provision in Newco's, the Company's ’s or the Sold Subsidiaries' certificate any of its Subsidiaries articles of incorporation or bylaws (or equivalent Governing Documents) relating to the exculpation, exculpation or indemnification or advancement of expenses of any officers and directors in any way that diminishes current or adversely affects former officer or director or person exercising similar authority (the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date “D&O Indemnified Persons”) (unless required by lawApplicable Law), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") Persons shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses to the full fullest extent provided for under Newco's, of the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closinglaw. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after At the Closing, Buyer shallParent will, and shall or will cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to obtain and maintain irrevocable “tail” insurance policies (the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i“Tail Policy”) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) naming the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments direct beneficiaries with a claims period of six years from the Closing Date from an insurance carrier with the same or amounts paid better credit rating as the Company’s current insurance carrier with respect to directors’ liability insurance in settlement (collectively, "D&O Costs") in an amount and scope at least as favorable as the Company’s existing policies with respect of any Threatened, pending to matters existing or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on at or prior to the Closing (including Date. Parent will not, and will cause the Company to not voluntarily, cancel or change such insurance policies in respect of acts or omissions in connection with this Agreement any respect. All fees and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses expenses incurred in connection with obtaining the Tail Policy shall be borne 50% by Parent and 50% by the Equityholders (as a Transaction Expense). Notwithstanding the foregoing, in no event shall the Company expend for such Tail Policy an aggregate amount in excess of 250% of the amount per annum the Company paid in its last full fiscal year for its existing policy. (c) If Parent, the Company or any D&O Indemnifiable Claim of its Subsidiaries or any of their respective successors or assigns (including in circumstances where i) shall consolidate with or merge into any other Person and shall not be the D&O Indemnifying Party has assumed the defense continuing or surviving corporation or entity of such claimconsolidation or merger or (ii) promptly after receipt shall transfer all or substantially all of reasonably detailed statements therefor; providedits properties and assets to any Person, howeverthen, and in each such case, proper provisions shall be made so that the successors and assigns of Parent, the Company and its Subsidiaries shall assume all of the obligations set forth in this Section 5.11. The provisions of this Section 5.11 are intended for the benefit of, and will be enforceable by, each D&O Indemnified Person and his or her heirs and representatives, and are in addition to, and not in substitution for, any other rights to whom D&O Expenses are to be advanced provides an undertaking to repay indemnification or contribution that any such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of may have had by contract or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)otherwise.

Director and Officer Liability and Indemnification. (a) For Prior to the Closing Date, the Company shall purchase from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ or officers’ liability insurance a prepaid insurance policy (i.e., “tail coverage”) which provides liability insurance coverage for the individuals who were officers, directors and similar functionaries of the Company and its Subsidiaries at or prior to the Closing Date on no less favorable terms (including in amount and scope) as the policy or policies presently maintained by the Company and the Subsidiaries for the benefit of such individuals for an aggregate period of not less than six (6) years after the with respect to claims arising from acts, events or omissions that occurred at or prior to Closing, Buyer shall not, and shall ensure that Newco, the Company and the Sold Subsidiaries do not, amend, repeal or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating including with respect to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required transactions contemplated by law), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closingthis Agreement. (b) In addition Subject to the other rights provided for in this Section 7.06 and not in limitation thereof9.5, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (eachits Subsidiaries, a "D&O Indemnifying Party") tojointly and severally, to the fullest extent permitted under the certificate of incorporationshall indemnify, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, defend each person who is a current or former director or officer of the Company or a Subsidiary of the Sold Subsidiaries) the D&O Indemnified Persons Company against all D&O Expenses Covered Losses arising out of or pertaining to acts or omissions (or alleged acts or omissions) by them in their capacities as such, which acts or omissions occurred at or prior to the Closing. The indemnification and related rights hereunder shall be provided in accordance with the Company’s Organizational Documents, and Buyer or the Company or a Subsidiary shall advance expenses in connection with such indemnification pursuant to such Organizational Documents. (c) The provisions of this Section 6.11 are intended for the benefit of, and will be enforceable by (as defined belowexpress third party beneficiaries), losseseach current and former officer, claimsdirector or similar functionary of the Company and its Subsidiaries and his or her representatives, damagesheirs, judgments successors and assigns and are in addition to, and not in substitution for, any other rights of indemnification or amounts paid contribution that any such person may have had by contract or otherwise. (d) Buyer shall not take, cause or permit to be taken by any Person any action to alter or impair any exculpatory or indemnification provisions, now existing in settlement (collectivelythe Organizational Documents of the Company or any its Subsidiaries, "D&O Costs") in respect for the benefit of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was individual who served as a director or officer of Newco, the Company or a Subsidiary at any time prior to the Sold Subsidiaries Closing, except for any changes that may be required to comply with Law and arising out any changes that do not affect the application of such provisions to acts or omissions occurring on or of such individuals prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)Closing.

Director and Officer Liability and Indemnification. (ai) For a period Without limiting any additional rights that any Person may have under any other agreement, from the Closing Date through the sixth (6th) anniversary of six (6) years after the ClosingClosing Date, Buyer shall not, indemnify and shall ensure that Newco, the Company and the Sold Subsidiaries do not, amend, repeal or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date hold harmless each present (unless required by law), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing. ) and former officer or director of the Company Entities (the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (a) the fact that the Indemnified Party is or was an officer or director of the Company Entities or (b) In addition matters existing or occurring at or prior to the other rights Closing Date (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Closing Date, to the fullest extent provided for in the applicable Company Entity’s respective certificate of incorporation, by-laws or other organizational documents in effect on the date of this Section 7.06 and not in limitation thereofAgreement. In the event of any such claim, from and after the Closingaction, Buyer shallsuit, and shall cause Newcoproceeding or investigation, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying 1) each Indemnified Party") to, to the fullest extent permitted under applicable Law, will be entitled to advancement of expenses incurred in the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect defense of any Threatened, pending or completed claim, action, suit suit, proceeding or proceeding, whether criminal, civil, administrative investigation from Buyer or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing Entities within ten (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby10) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly Business Days after receipt by Buyer from the Indemnified Party of reasonably detailed statements a request therefor; provided, however, provided that the D&O Indemnified Person any person to whom D&O Expenses expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person person is not entitled to indemnification. Any D&O Indemnifiable Claims , (2) neither Buyer nor any Company Entity, nor any of their respective Affiliates, shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents and (3) Buyer, the Company Entities and their respective Affiliates shall cooperate in the defense of any such matter. (ii) Buyer shall not, and shall not permit any Company Entity to, amend, repeal or modify in a manner adverse to the beneficiary thereof any provision in such Company Entity’s Organizational Documents relating to the exculpation or indemnification of former officers and directors as in effect immediately prior to the Closing, it being the intent of the parties that the officers and directors of the Company Entities prior to the Closing shall continue to be entitled to such exculpation and indemnification to the fullest extent permitted under applicable law. (iii) Buyer shall cause the Company Entities to maintain in effect for six (6) years from the Closing Date directors’ and officers’ liability insurance covering those persons who are currently covered by the Company Entities’ directors’ and officers’ liability insurance policy on terms not less favorable than those of such existing insurance coverage; provided that in the event that any claim is brought under any such policy prior to the six (6)-year anniversary of the Closing Date, such directors’ and officers’ liability insurance policy shall be maintained until such D&O Indemnifiable Claim is disposed of or all judgmentsfinal disposition thereof. (iv) Notwithstanding anything contained in this Agreement to the contrary, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b)5M shall survive the consummation of the Closing indefinitely. In the event that Buyer or any of its Subsidiaries or any of their respective successors or assigns (a) consolidates with or merges into any other Person or (b) transfers all or substantially all of its properties or assets to any Person, "D&O Expenses" means attorneys' fees then, and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case, the successors and assigns of Buyer or its Subsidiary, as the case solely may be, shall expressly assume and be bound by the obligations set forth in this Section 5M. (v) The obligations of Buyer and its Subsidiaries under this Section 5M shall not be terminated or modified in such a manner as to adversely affect any Person to whom this Section 5M applies without the extent consent of such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)affected Person.

Director and Officer Liability and Indemnification. (a) All rights to indemnification and exculpation (including the advancement of expenses) from liabilities for acts or omissions occurring at or prior to the Closing (including with respect to the transactions contemplated by this Agreement) existing as of the date hereof in favor of the current or former directors, officers and employees of the Company, as provided in the Articles of Incorporation, the bylaws, other organizational documents, or any indemnification agreements of the Company and pursuant to applicable Law shall survive the transactions contemplated by this Agreement and shall continue in full force and effect without amendment, modification or repeal in accordance with their terms for a period of not less than six (6) years after the Closing; provided, however, that if any claims are asserted or made within such period, all rights to indemnification (and to advancement of expenses) hereunder in respect of any such claims shall continue, without diminution, until disposition of any and all such claims. For a period of six (6) years after the Closing, the Purchaser shall not, and shall not permit the Company to amend, repeal or otherwise modify any provision in the Surviving Corporation’s Articles of Incorporation or Bylaws relating to the exculpation or indemnification of any officers and/or directors (unless required by law) relating to the period prior to the Effective Time, it being the intent of the parties that the officers and directors of the Company prior to the Effective Time shall continue to be entitled to such exculpation and indemnification to the full extent of the law. (b) For a period of six (6) years after the Closing, Buyer the Purchaser shall, or shall notcause the Surviving Corporation to, maintain director and officer liability insurance which insurance shall ensure that Newco, provide coverage for the Company and the Sold Subsidiaries do not, amend, repeal or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by law), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries individuals who were officers and directors of the Company prior to Closing comparable to the policy or policies maintained by the Company immediately prior to the Closing (eachfor the benefit of such individuals. As the sole means of satisfying Purchaser’s obligation under this Section 7.03(b), Company shall acquire, at or before Closing, at commercial rates, and at Purchaser’s expense, a "D&O Indemnified Person"prepaid insurance policy or policies (i.e., “tail coverage”) shall continue to be entitled to such exculpationwhich policy or policies allows for notification of circumstance, indemnification has a minimum 60 day post reporting period, and advancement of expenses to the full extent provided for under Newco's, provides directors and officers and EPL coverage as contained in the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents ’s policy in effect as of immediately the Closing for an aggregate period of not less than six (6) years with respect to claims arising from acts, events or omissions that occurred at or prior to the Closing, including with respect to the transactions contemplated by this Agreement. The foregoing provision is a contract right in favor of the current and former directors and officers of Company and shall not be adversely effected by any modification to the Surviving Corporation’s Articles of Incorporation or Bylaws of the Company after the date hereof. (bc) In addition to the other rights provided for in The provisions of this Section 7.06 and not in limitation thereof, from and after 7.03 are (i) intended to be for the Closing, Buyer shallbenefit of, and shall cause Newcobe enforceable by, each Person entitled to indemnification pursuant to this Section 7.03, and each such person’s heirs, legatees, representatives, successors and assigns, it being expressly agreed that such Persons shall be third party beneficiaries of this Section 7.03 and (ii) shall not be subject to amendment by the parties to this Agreement. The indemnification obligations provided under this Section 7.03 are primary and the indemnified Persons under this Section 7.03 shall not be obligated to pursue claims that exist under any other agreement or document which may provide such Person with any rights of indemnification or exculpation. (d) Purchaser, Merger Sub and the Surviving Corporation hereby acknowledge that the indemnified Persons under this Section 7.03 may have certain rights to indemnification, advancement of expenses and/or insurance provided by current shareholders, members, or other Affiliates of the Company or its shareholders (“Indemnitee Affiliates”) separate from the indemnification obligations of Purchaser, Merger Sub and the Sold Subsidiaries (eachSurviving Corporation hereunder. Purchaser, a "D&O Indemnifying Party") to, to Merger Sub and the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, Surviving Corporation hereby agree (i) indemnify that the Surviving Corporation is the indemnitor of first resort (i.e., its obligations to the indemnified Persons under this Section 7.03 are primary and hold harmless (and release from any liability obligation of any Indemnitee Affiliate to Buyer, Newco, advance expenses or to provide indemnification for the Company same expenses or liabilities incurred by the Sold Subsidiaries) the D&O Indemnified indemnified Persons against all D&O Expenses (as defined belowunder this Section 7.03 are secondary), losses(ii) that Purchaser, claimsMerger Sub and the Surviving Corporation hereby shall be required to advance the full amount of expenses incurred by the indemnified Persons under this Section 7.03 and shall be liable for the full amount of all expenses, damagesjudgments, judgments or penalties, fines and amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject legally permitted, without regard to indemnificationany rights the indemnified Persons under this Section 7.03 may have against any Indemnitee Affiliate, reimbursement and (iii) that Purchaser, Merger Sub and the Surviving Corporation irrevocably waive, relinquishes and releases the Indemnitee Affiliates from any and all claims against the Indemnitee Affiliates for contribution, subrogation or advancement under the certificate any other recovery of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid any kind in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)respect thereof.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the ClosingClosing Date, Buyer the Purchaser shall not, and shall ensure that Newco, not permit the Company and the Sold or any of its Subsidiaries do not, to amend, repeal or modify any provision in Newco's, the Company's ’s or the Sold Subsidiaries' certificate any of its Subsidiaries articles of incorporation or bylaws relating to the exculpation, exculpation or indemnification or advancement of expenses rights of any officers and directors current or former officer or director (the “D&O Indemnified Persons”) in a manner that would adversely affect such exculpation or indemnification rights of any way that diminishes such current or adversely affects the exculpation, indemnification former officer or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date director (unless required by law), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") Persons shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses rights to the full fullest extent of the law to the extent provided for under Newco's, in the Company's and the Sold ’s or any of its Subsidiaries' certificate ’ articles of incorporation, incorporation or bylaws or other applicable organizational documents as of immediately the date hereof relating to exculpation or indemnification. At or prior to the Closing. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company will obtain, maintain and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) fully pay for irrevocable “tail” insurance policies naming the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments direct beneficiaries with a claims period of at least six years from the Closing Date from an insurance carrier with the same or amounts paid better credit rating as the Company’s current insurance carrier with respect to directors’ liability insurance in settlement (collectively, "D&O Costs") in an amount and scope at least as favorable as the Company’s existing policies with respect of any Threatened, pending to matters existing or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on at or prior to the Closing Date. The Purchaser will not, or will cause the Company to not, cancel or change such insurance policies in any material respect. If the Purchaser, the Company or any of its Subsidiaries or any of their respective successors or assigns (including in respect i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of acts such consolidation or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and merger or (ii) advance shall transfer all or substantially all of its properties and assets to any Person, then, and in each such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; providedcase, however, proper provisions shall be made so that the successors and assigns of the Purchaser and the Company and its Subsidiaries shall assume all of the obligations set forth in this Section 6.03. The provisions of this Section 6.03 are intended for the benefit of, and will be enforceable by, each D&O Indemnified Person and his or her heirs and representatives, and are in addition to, and not in substitution for, any other rights to whom D&O Expenses are to be advanced provides an undertaking to repay indemnification or contribution that any such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of person may have had by contract or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)otherwise.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, Buyer ATC shall not, and shall ensure that Newconot permit ATI or any of its Subsidiaries, the Company and the Sold Subsidiaries do notincluding without limitation UniSite, to amend, repeal or modify any provision in Newco's, the CompanyATI's or the Sold Subsidiaries' any of its Subsidiaries certificate of incorporation or bylaws relating to the exculpation, exculpation or indemnification or advancement of expenses of any former officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by lawLaw), except that prior to the Effective Time, ATI's certificate of incorporation shall be amended to provide the maximum exculpation permitted by Section 102(b) of the DCL and to provide for mandatory advancement of expenses, it being the intent of the parties that the officers and directors of NewcoATI and its Subsidiaries, the Company and the Sold Subsidiaries who were officers and directors including without limitation UniSite, prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements thereforApplicable Law; provided, however, that notwithstanding the D&O Indemnified Person to whom D&O Expenses foregoing, ATI and its Subsidiaries may be merged with one or more Entities so long as substantially equivalent exculpation and indemnification provisions are maintained. ATC will cause to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is maintained for a period of not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For less than six (6) years from the purposes of this Section 7.06(b), "D&O Expenses" means attorneysEffective Time UniSite's current directors' fees and all other costs, charges officers' insurance and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely indemnification policies to the extent that they provide coverage for events occurring prior to the Effective Time (the "D&O Insurance") for all persons who are directors and officers of UniSite on the date of this Agreement or at the Effective Time, so long as the annual premium therefor would not be in excess of one hundred fifty percent (150%) of the current premium. If any then existing D&O Insurance expires, is terminated or canceled during such amounts would six-year period, ATC will use its reasonable best efforts to cause to be subject obtained as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of one hundred fifty percent (150%), on terms and conditions no less advantageous to indemnificationthe covered Persons than the then existing D&O Insurance. Notwithstanding the foregoing, reimbursement ATC or advancement its Subsidiaries may, in lieu of maintaining such existing D&O Insurance as provided above, cause coverage to be provided under any policy maintained for the certificate benefit of incorporationATC and its Subsidiaries, bylaws or other applicable organizational documentsincluding without limitation UniSite, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items so long as the terms thereof are, for the avoidance of doubt, included in the definition of D&O Costs)aggregate, not materially less favorable to the covered individual than the UniSite policy terms.

Director and Officer Liability and Indemnification. (ai) For a period of six (6) years after the Closing, The Buyer shall not, and shall ensure that Newco, not permit the Company and the Sold or any of its Subsidiaries do notto, amend, repeal or modify any provision in Newco's, the Company's or the Sold any of its Subsidiaries' certificate of incorporation incorporation, bylaws or bylaws the Stock Option Plan relating to the exculpation, exculpation or indemnification or advancement of expenses of any former officers and directors of the Company or its Subsidiaries as in any way that diminishes or adversely affects effect on the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by law)date hereof, it being the intent of the parties (including each Seller) that the officers and directors of Newco, the Company and the Sold its Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, Closing to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, Applicable Law. (iii) indemnify and hold harmless (and release from any liability to Buyer, Newco, The Buyer shall cause the Company and its Subsidiaries to maintain in effect for six (6) years from the Closing Date directors' and officers' liability insurance coverage (or purchase an insurance tail policy) for those persons who are currently covered by the Sold Subsidiaries) Company's directors' and officers' liability insurance policy on terms not less favorable than those of such existing insurance coverage; provided, that the D&O Indemnified Persons against all D&O Expenses Buyer shall not be required to cause the Company to pay with respect to such insurance policy or coverage (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs"applicable) in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to one policy year annual premiums in excess of 200% of the fact that such Person is or was a director or officer of Newco, last annual premium paid by the Company for such insurance, but in such case shall provide as much coverage as reasonably practicable for such amount; provided, further, that in the event that any claim is brought under any such policy or the Sold Subsidiaries and arising out of acts or omissions occurring on or coverage prior to the six-year anniversary of the Closing (including in respect of acts or omissions in connection with this Agreement Date, such directors' and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance officers' liability insurance policy shall be maintained as to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely claim to the extent necessary to provide coverage for such amounts would be claim until final disposition thereof. (iii) Notwithstanding anything contained in this Agreement to the contrary, the covenants in this Section 9H shall survive the consummation of the Closing for the relevant periods specified herein (but in any event through the six (6) year anniversary of the Closing Date (subject to indemnificationextension thereof as to specified claims pursuant to the last proviso in Section 9H(ii) hereof)). In the event that the Buyer or any of its Subsidiaries or any of their respective successors or assigns (a) consolidates with or merges into any other Person, reimbursement or advancement (b) transfers all or substantially all of its properties or assets to any Person, then, and in each case, the successors and assigns of the Buyer or its Subsidiary, as the case may be, shall expressly assume and be bound by the obligations set forth in this Section 9H. (iv) The terms and conditions governing the obligations of the Buyer and its Subsidiaries under this Section 9H shall not be terminated or modified in such a manner as to materially and adversely affect any Person expressly intended to benefit from the certificate covenants in this Section 9H without the consent of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)such affected Person.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, Buyer shall not, and shall ensure that NewcoClosing Date, the Company and the Sold Subsidiaries do not, amend, repeal or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by law), it being the intent of the parties that the officers and directors of Newco, Buyers shall cause the Company Group and the Sold its Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (the present and release from any liability to Buyerformer officers, Newcodirectors, and similar functionaries of the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") Group and its Subsidiaries in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely Date to the fullest extent such amounts would be subject to indemnification, reimbursement permitted by Law or advancement provided under the certificate of incorporationincorporation and by-laws of the Company Group and its Subsidiaries in effect on the date hereof. Prior to the Closing, bylaws or other Buyers will obtain and pay the premium for a non-cancelable run-off directors’ and officers’ liability insurance policy, with limits equal to those applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid to such policy presently held in settlement (which items arerespect of the Company Group, for a period of six years after the avoidance Closing Date. (b) For a period of doubtsix years after the Closing Date, included the Buyers shall not, and shall not permit the Company Group and its Subsidiaries to, amend, repeal or otherwise modify any provision in the definition certificate of D&O Costsincorporation or by-laws (or equivalent governing documents) of the Company Group and its Subsidiaries relating to the exculpation or indemnification of any officers, directors, or similar functionaries (unless (i) to provide for greater exculpation or indemnification, (ii) required by Law or (iii) to replace such provisions with comparable provisions in such Person’s or such Person’s successor’s certificate of incorporation or by-laws (or equivalent governing documents)), it being the intent of the Parties that the current and former officers, directors, and similar functionaries of the Company Group and its Subsidiaries shall continue to be entitled to such exculpation and indemnification (including with respect to advancement of expenses) to the full extent permitted by Law. The Buyers agree and acknowledge that this Section 9.4 shall be binding on the Buyers’ successors and assigns. (c) If the Buyers, the Company Group, any of its Subsidiaries or any successor or assign of any of the foregoing (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that successors and assigns of the Buyers, the Company Group or such Subsidiary, as the case may be, shall assume all of the applicable obligations set forth in this Section 9.4. (d) Notwithstanding anything in this Agreement to the contrary, if on or prior to the sixth anniversary of the Closing, any Action (whether arising before, on or after the Closing Date) is made against any individual who was an officer or director or similar functionary of the Company Group or any of its Subsidiaries at or prior to the Closing or any other party covered by directors’ and officers’ liability insurance, the provisions of this Section 9.4 shall continue in effect until the final disposition of such Action. (e) The provisions of this Section 9.4 shall not be terminated or modified in such a manner as to affect adversely any indemnitee or exculpee to whom this Section 9.4 applies without the consent of such affected indemnitee or exculpee. The provisions of this Section 9.4 are intended for the benefit of, and will be enforceable by (as express third-party beneficiaries), each current and former officer or director or similar functionary of the Company Group or any of its Subsidiaries and his or her heirs and representatives, successors and assigns and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have had by contract or otherwise.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, Buyer Parent shall not, and shall ensure that Newco, not permit any of the Company and the Sold Subsidiaries do notAcquired Companies to, amend, alter, repeal or modify any provision in Newco's, any of the Company's or the Sold SubsidiariesAcquired Companies' certificate of incorporation or bylaws Organizational Documents relating to the exculpation, exculpation or indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses exculpations provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by lawLaw), it being the intent of the parties Parties that the officers and directors of Newco, any of the Company and the Sold Subsidiaries Acquired Companies who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the ClosingLaw. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and For a period of six (6) years after the Closing, Buyer Parent shall, and or shall cause Newco, each of the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") Acquired Companies to, maintain director and officer and employment practices liability insurance which insurance shall provide coverage for the individuals who were officers and directors of the Acquired Companies prior to the fullest extent permitted under Closing comparable to the certificate policy or policies maintained by the Acquired Companies immediately prior to the Closing as set forth on SCHEDULE 4.22, and with comparable insurance companies, for the benefit of incorporation, bylaws or other applicable organizational documents, such individuals. (ic) indemnify and hold harmless (and release from any liability to Buyer, NewcoIn the event Parent, the Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below)continuing or surviving corporation or entity in such consolidation or merger, losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance transfers all or substantially all of its properties and assets to any Person, then and in either such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; providedcase, however, proper provision shall be made so that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnificationsuccessors and assigns of Parent or the Company, as the case may be, shall assume the obligations set forth in this SECTION 10.4. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes The provisions of this Section 7.06(b), "D&O Expenses" means attorneys' fees SECTION 10.4 shall survive the consummation of the Merger and all other costs, charges and expenses paid or incurred expressly are intended to benefit each of the Indemnified Persons. (d) Nothing contained in connection with investigating, defending, being this SECTION 10.4 shall preclude the right of any Parent Indemnified Party to bring an indemnity claim under ARTICLE XI for a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely matter which is subject to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid indemnification contained in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)this SECTION 10.4.

Director and Officer Liability and Indemnification. (a) For a period If the Merger is consummated, then until the sixth anniversary of six (6) years after the ClosingEffective Time, Buyer shall not, Parent will cause the Surviving Corporation to fulfill and shall ensure that Newco, honor in all respects the obligations of the Company to its present and former directors and officers (and, for further clarity, excluding any venture capital fund, fund, or other entity) (the Sold Subsidiaries do not, amend, repeal or modify any provision “Company Indemnified Parties”) pursuant to indemnification agreements with the Company in Newco's, effect on the Agreement Date and pursuant to the Company's or ’s Charter Documents in effect on the Sold Subsidiaries' certificate of incorporation or bylaws relating to date hereof (the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by law“Company Indemnification Provisions”), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior with respect to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and claims arising out of acts or omissions occurring at or prior to the Effective Time which are asserted after the Effective Time. Any claims for indemnification made under this Section 4.18(a) on or prior to the Closing sixth anniversary of the Effective Time shall survive such anniversary until the final resolution thereof. However, the foregoing covenants under this Section 4.18(a) shall not apply to any claim or matter that relates to (including in respect i) a willful or intentional breach of acts a representation, warranty or omissions covenant in connection with this Agreement and or the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and hereby by such Company Indemnified Party, (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred a willful or intentional breach of a representation, warranty or covenant made in connection with this Agreement or the transactions contemplated hereby by or on behalf of the Company, provided that, in the case of any D&O Indemnifiable Claim Company Indemnified Party who is not a current officer of the Company, such Company Indemnified Party participated in or would reasonably be expected to have knowledge of such willful or intentional breach of a representation, warranty or covenant, or (including iii) recovery from such Company Indemnified Party as an Indemnifying Securityholder in circumstances where connection with a claim for indemnification made by an Indemnified Person under Article 7. For the avoidance of doubt, and notwithstanding any provision to the contrary contained in the Company Indemnification Provisions, no Company Indemnified Party shall be entitled to coverage under any Parent director and officer insurance policy or errors and omission policy unless such Company Indemnified Party is separately eligible for coverage under such policy pursuant to Parent’s policies and procedures and the terms of such insurance policy. Any recourse under this Section 4.18(a) shall first be against the D&O Indemnifying Party has assumed Insurance until it is exhausted before recovery against the defense Surviving Corporation shall take place and the aggregate liability of such claimthe Surviving Corporation under Section 4.18(a) promptly after receipt to all Company Indemnified Parties shall in no event exceed the amount of reasonably detailed statements therefor; stockholders’ equity shown on the Closing Balance Sheet. (b) Prior to the Closing Date, the Company may purchase, at its sole expense, an insurance “tail” or “run-off” coverage on the existing policies of directors’ and officers’ liability insurance maintained by the Company as of the date of this Agreement (“D&O Insurance”), provided, however, that if the Company purchases such D&O Insurance: (i) in addition to any other named beneficiaries therein, the Company shall also be designated as a beneficiary in the D&O Indemnified Person to whom Insurance Policy and (ii) the Company shall provide Parent with a true and complete copy of the D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For Insurance policy at the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)Closing.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, Buyer shall not, and shall ensure that NewcoClosing Date, the Company and the Sold Subsidiaries do not, amend, repeal or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by law), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer Companies shall, and the Buyer shall cause Newco, the Company Companies and the Sold their respective Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (the present and release from any liability to Buyerformer officers, Newcodirectors, managers, partners or similar functionaries of the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") Companies and their respective Subsidiaries in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing Date to the extent provided under the organizational or constituent documents of the Companies and their respective Subsidiaries in effect on the date hereof. (b) Prior to or simultaneously with the Closing, the Sellers shall, or shall cause the Companies to purchase, at the Buyer’s cost and expense, from an insurance carrier with the same or better credit rating as the current insurance carrier of the Companies and their respective Subsidiaries with respect to directors’ and officers’ liability insurance, a prepaid insurance policy (i.e., “tail coverage”) which provides “directors and officers” insurance coverage for each of the individuals who were officers, directors, managers, partners or similar functionaries of any of the Companies or their respective Subsidiaries at or prior to the Closing on no less favorable terms (including in amount and scope) as the policy or policy(ies) maintained by the Companies and their respective Subsidiaries immediately prior to the Closing for the benefit of such individuals for an aggregate claims reporting or discovery period of not less than six (6) years from and after the Closing Date with respect of acts to claims arising from acts, events or omissions in connection that occurred at or prior to the Closing, including with this Agreement and respect to the transactions contemplated therebyby this Agreement (such policy the “D&O Tail Policy”); provided that in no event shall the annual premium for the D&O Tail Policy exceed three hundred percent (300%) of the most recent aggregate annual premium allocation of the Companies and their respective Subsidiaries; and provided further that if the annual premium of such insurance coverage exceeds such amount, the Buyer shall be obligated to obtain a policy with the greatest coverage available, with respect to matters occurring prior to the Closing, for a cost not exceeding such amount. (c) For a "D&O Indemnifiable Claim"period of six (6) years after the Closing, the Buyer shall not, and shall not permit the Companies and their respective Subsidiaries to, amend, repeal or otherwise modify any provision in the certificate of incorporation or by-laws (or equivalent governing documents) of the Companies and their respective Subsidiaries relating to the exculpation or indemnification of any officers, directors or similar functionaries (unless to provide for greater exculpation or indemnification or unless required by Law), it being the intent of the Parties hereto that the current and former officers, directors, partners, managers and similar functionaries of any of the Companies and their respective Subsidiaries shall continue to be entitled to such exculpation and indemnification (including with respect to advancement of expenses) to the extent provided under each governing document of the Companies and their respective Subsidiaries in effect on the date hereof. The Buyer agrees and acknowledges that this Section 9.4 shall be binding on the Buyer’s successors and assigns. (d) If the Buyer, the Companies or any of their respective Subsidiaries or any successor or assign of any of the foregoing (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) advance shall transfer all or substantially all of its properties and assets to any Person, then, and in each such D&O Indemnified Persons case, proper provisions shall be made so that successors and assigns of the Buyer, the Companies or such Subsidiaries, as the case may be, shall assume all D&O Expenses incurred of the obligations set forth in connection with this Section 9.4. (e) Notwithstanding anything in this Agreement to the contrary, if on or prior to the sixth (6th) anniversary of the Closing, any D&O Indemnifiable Claim claim, action, suit, proceeding or investigation (including whether arising before, on or after the Closing Date) is made against any individual who was an officer, director, partner, manager or similar functionary of any of the Companies or their respective Subsidiaries at or prior to the Closing or any other party covered by directors’ and officers’ liability insurance, the provisions of this Section 9.4 shall continue in circumstances where effect until the D&O Indemnifying Party has assumed the defense final disposition of such claim, action, suit, proceeding or investigation. (f) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes The provisions of this Section 7.06(b9.4 shall not be terminated or modified in such a manner as to affect adversely any indemnitee or exculpee to whom this Section 9.4 applies without the consent of such affected indemnitee or exculpee. The provisions of this Section 9.4 are intended for the benefit of, and will be enforceable by (as express third party beneficiaries), "D&O Expenses" means attorneys' fees each current and all former officer, director, partner, manager or similar functionary of the Companies or any their respective Subsidiaries and his or her heirs and representatives, successors and assigns and are in addition to, and not in substitution for, any other costs, charges and expenses paid rights to indemnification or incurred in connection with investigating, defending, being a witness in contribution that any such Person may have had by contract or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)otherwise.

Director and Officer Liability and Indemnification. (a) For a period of six (6) seven years after the Closing, Buyer the Company shall not, and the Buyer shall ensure that Newco, not permit the Company and the Sold Subsidiaries do notto, amend, repeal or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate Certificate of incorporation Incorporation or bylaws of the Company relating to the exculpation, exculpation or indemnification or advancement of expenses of any former officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by law)) in any manner adverse to such officers or directors, it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under applicable law. (b) The Company shall use its reasonable best efforts to bind, effective as of the certificate Closing Date, from an insurance carrier or carriers reasonably satisfactory to the Company, directors' and officers' liability insurance run-off and tail coverage of incorporation, bylaws or other applicable organizational documents, the lesser of (i) indemnify $20,000,000 and hold harmless (ii) the coverage that can be purchased for a single premium for six years of coverage of $450,000, protecting those persons who were directors and release from any liability to Buyer, Newco, officers of the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating immediately prior to the fact that such Person is or was Closing from liability with respect to claims made during the six years immediately following the Closing Date as a director or officer of Newco, the Company or the Sold Subsidiaries and arising out result of acts or omissions occurring or alleged to have occurred on or prior to the Closing Date which were committed or alleged to have been committed by such officers or directors in their capacity as such. The Company shall pay, at or prior to Closing, all premiums for said coverage for said period of six years. (including c) If the coverage described in (b) above cannot for any reason be bound, the Company and Buyer hereby agree to maintain in effect continuously during the six years immediately following the Closing Date, from an insurance carrier or carriers reasonably satisfactory to the Management Stockholder Representatives, directors' and officers' liability insurance coverage of the lesser of (i) $20,000,000 and (ii) the coverage that can be purchased for an annual premium of $75,000, protecting those persons who were directors and officers of the Company immediately prior to the Closing from liability with respect to claims made during the six years immediately following the Closing Date as a result of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance occurring or alleged to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of have occurred on or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely prior to the extent Closing Date which were committed or alleged to have been committed by such amounts would be subject to indemnification, reimbursement officers or advancement under the certificate directors in their capacity as such. The Company shall maintain such insurance in effect and pay all required premiums for said period of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)six years.

Director and Officer Liability and Indemnification. From the Closing through the sixth (a6th) For a period anniversary of six (6) years after the ClosingClosing Date, Buyer shall Buyers will not, and shall ensure that Newco, Buyer Guarantor will not permit any of Buyers or the Company and the Sold Subsidiaries do notTransferred Companies to, amend, repeal repeal, or otherwise modify any provision in Newco's, any of the Company's or the Sold SubsidiariesTransferred Companies' certificate of incorporation or bylaws Organizational Documents relating to the exculpation, indemnification indemnification, or advancement of expenses of any current or former officers and or directors in any way that diminishes with respect to acts or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity omissions prior to the Closing Date (Closing, unless required to do so by law)applicable Law, it being the intent of the parties hereto that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall such Persons will continue to be entitled to such exculpation, indemnification indemnification, and advancement of expenses to the full extent of applicable Law and as otherwise provided for under Newco'sin the provisions of such Organizational Documents. In addition, the Company's Buyers, at their sole expense, will, and Buyer Guarantor will cause Buyers and the Sold SubsidiariesTransferred Companies to, maintain in effect, from the Closing through the sixth (6th) anniversary of the Closing Date, directors' certificate and officers' liability insurance covering those Persons who either (a) are covered by the Transferred Companies' liability insurance policies as of incorporation, bylaws or other applicable organizational documents date of this Agreement and (b) are hired after the date of this Agreement in accordance with Section 5.3 (Negative Covenants) and are covered by the Transferred Companies' liability insurance policies as of immediately prior to the Closing. (b) In addition , with coverage limits not lower in any respect than, and otherwise on terms no less favorable to the insured parties than, the Transferred Companies' insurance coverage as in effect on the date of this Agreement; provided, that in no event will Buyers or Buyer Guarantor be required to expend on such insurance an amount in excess of two hundred fifty percent (250%) of the annual premium of such insurance coverage paid by or on behalf of the Transferred Companies as of the date of this Agreement. If any of Buyers or any of the Transferred Companies, or any of their respective successors or assigns, consolidates with or merges into any other rights provided for Person and is not the continuing or surviving corporation or entity of such consolidation or merger, or transfers or conveys substantially all of its properties or assets to any Person, then, in each case, proper provision will be made, and Buyer Guarantor will cause proper provision to be made, so that the successors and assigns of such Buyer or such Transferred Company, as the case may be, will readily assume the obligations set forth in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)5.18.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years From and after the ClosingClosing Date until the expiration of the applicable statute of limitations relating to claims against the directors and officers of the Company and its Subsidiaries for actions taken or omitted to be taken, Buyer or matters arising, prior to the Effective Time, the Purchaser shall not, and shall ensure that Newco, not permit the Surviving Company and the Sold or any of its Subsidiaries do not, to amend, repeal or modify any provision in Newco's, the Company's or the Sold any of its Subsidiaries' certificate of incorporation organizational and governing documents or bylaws any agreement set forth on Schedule 6.03, relating to the exculpationexculpation or indemnification rights of, indemnification or advancement of expenses to, any employee, manager, managing member, member, fiduciary or agent who is a current or former officer or director (the "D&O Indemnified Persons") in a manner that would adversely affect such exculpation or indemnification rights of any officers and directors in any way that diminishes such current or adversely affects the exculpation, indemnification former officer or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date director (unless required by law), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") Persons shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses rights to the full fullest extent of the Law to the extent provided for under Newco's, in the Company's and the Sold or any of its Subsidiaries' certificate of incorporation, bylaws or other applicable organizational and governing documents as of immediately prior the date hereof relating to exculpation or indemnification. If the ClosingPurchaser, the Surviving Company or any of its Subsidiaries or any of their respective successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or Surviving Company or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of the Purchaser and the Surviving Company and its Subsidiaries shall assume all of the obligations set forth in this Section 6.03. The provisions of this Section 6.03 are intended for the benefit of, and will be enforceable by, each D&O Indemnified Person and his or her heirs and representatives, and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have had by contract or otherwise. (b) In addition This Section 6.03 is intended to be for the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate benefit of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) each of the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of and may be enforced by any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until as if such D&O Indemnifiable Claim is disposed Indemnified Person were a party to this Agreement. The obligations of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of Purchaser under this Section 7.06(b), "D&O Expenses" means attorneys' fees 6.03 shall not be terminated or modified in such a manner as to materially and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in adversely affect any Person to whom this Section 6.03 applies without the consent of such affected Person. (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for c) For the avoidance of doubt, included the provisions of this Section 6.03 and the indemnification contemplated by this Section 6.03 shall not be subject to any of the survival or other limitation or exclusive remedy provisions of Article VIII. (d) Before or on the Closing Date, Purchaser shall purchase a six (6) year tail policy of the same amount for the Company's directors' and officers' liability insurance policy, covering those Persons who are covered by the policy existing prior to the Closing, for all acts or events that occurred up to and including the Closing Date. Purchaser will be responsible for the payment of any deductible under any director and officer liability insurance policy. (e) Notwithstanding anything to the contrary, no D&O Indemnified Person shall have any rights with respect to advancement, indemnification, contribution or other recovery of any kind from Purchaser, the Merger Subs, LGC, the Company, the Surviving Company or any of their respective Affiliates or Subsidiaries for any matter (i) which is a claim against such D&O Indemnified Person in connection with or arising under this Agreement or any other document, certificate or agreement executed or delivered in connection with the definition consummation of the transactions contemplated hereby (including any Letter of Transmittal) or (ii) such D&O Costs)Indemnified Person may be liable to Purchaser, Merger Sub, the Company, the Surviving Company or their respective Affiliates or Subsidiaries for fraud based on the representations and warranties contained in this Agreement (including the costs and expenses of defending any claims with respect to such matter) or any other document, certificate or agreement referenced herein or executed or delivered in connection with the consummation of the transactions contemplated hereby.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, Buyer shall notthe Purchaser shall, and shall ensure that Newcoto the fullest extent permitted by law, cause the Company and the Sold Subsidiaries do not, amend, repeal or modify any provision in Newco's, Surviving Corporation to honor all of the Company's ’s and any of its Subsidiaries’ obligations to exculpate or indemnify any current or former officers and/or directors (as of immediately prior to the Sold Effective Time) pursuant to the Company’s or any of its Subsidiaries' ’ certificate of incorporation or bylaws relating to (or equivalent governing document) as in effect on the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by law)date hereof, it being the intent of the parties that the officers and directors of Newco, the Company and the Sold its Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents that is in effect as of immediately prior to the Closingdate hereof. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and For a period of six (6) years after the Closing, Buyer the Purchaser shall, and or shall cause Newco, the Company and the Sold its Subsidiaries (each, a "D&O Indemnifying Party") to, maintain director and officer liability insurance which insurance shall provide coverage for the individuals who were officers and directors of the Company and its Subsidiaries prior to Closing comparable to the fullest extent permitted under the certificate of incorporation, bylaws policy or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, policies maintained by the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating its Subsidiaries immediately prior to the fact Closing for the benefit of such individuals; provided that such Person is in no event shall the Purchaser or was a director or officer of Newco, the Company and its Subsidiaries be required to expend an aggregate amount more than 250% of the amount currently expended by the Company per year of coverage as of the date of this Agreement. The Purchaser shall be deemed to have been satisfied this Section 7.03(b) if a prepaid insurance policy or policies (i.e., “tail coverage”) have been obtained by the Sold Subsidiaries Company (at the Purchaser’s expense) which policy or policies provide directors and officers with the coverage described in Section 7.03(b) above for an aggregate period of not less than six (6) years with respect to claims arising out of acts from acts, events or omissions occurring on that occurred at or prior to the Closing (Closing, including in with respect of acts or omissions in connection with this Agreement and to the transactions contemplated therebyby this Agreement. (c) If the Company, its Subsidiaries or any of their respective successors or assigns (a "D&O Indemnifiable Claim"a) shall consolidate with or merge into any other Person and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where shall not be the D&O Indemnifying Party has assumed the defense continuing or surviving corporation or entity of such claimconsolidation or merger or (b) promptly after receipt shall transfer all or substantially all of reasonably detailed statements therefor; providedits properties and assets to any Person, howeverthen, and in each such case, proper provisions shall be made so that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnificationsuccessors and assigns of the Company and its Subsidiaries shall assume all of the obligations set forth in this Section 7.03. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes The provisions of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, 7.03 are intended for the avoidance benefit of, and will be enforceable by, each current and former officer, director or similar functionary of doubtthe Company or its Subsidiaries and his or her heirs and representatives, included and are in the definition of D&O Costs)addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have had by contract or otherwise.

Director and Officer Liability and Indemnification. (a) Without limiting any additional rights that any Person may have under any other agreement, from the Closing Date through the sixth (6th) anniversary of the Closing Date, Buyer shall cause the Company and its Subsidiaries to indemnify and hold harmless each present (as of immediately prior to the Closing) and former officer, director, manager or managing member of the Company or any of its Subsidiaries (each, an “Indemnified Person”) to the maximum extent permitted under applicable Law, against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any Action arising out of or pertaining to the fact that the Indemnified Person is or was an officer, director, manager or managing member of the Company or any of its Subsidiaries (but in no event more than as set forth in the organizational or other governing documents of the Company or any such Subsidiary, as applicable). In the event of any such Action, each Indemnified Person will be entitled to advancement of expenses incurred in the defense of any Action from the Company and its Subsidiaries within ten (10) Business Days of receipt by the Company from the Indemnified Person of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL or other applicable Law and by the certificate of incorporation, bylaws, limited liability company agreement or operating agreement (or equivalent organizational documents) of the Company or any Subsidiary thereof. (b) For a period of at least six (6) years after from the ClosingClosing Date, Buyer shall the Company will not, and shall ensure that Newco, Buyer will not permit the Company and the Sold or any of its Subsidiaries do notto, amend, repeal or modify any provision in Newco's, the Company's or the Sold Subsidiaries' such Person’s certificate of incorporation incorporation, bylaws, limited liability company agreement or bylaws operating agreement (or equivalent organizational documents), or in any Contract, relating to the exculpationexculpation or indemnification of, indemnification or advancement of expenses of to, any officers and directors Indemnified Person as in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity effect immediately prior to the Closing Date (unless required in any manner adverse to any Indemnified Person, and Buyer and the Company will cause all such provisions to be observed by law)the Company and its Subsidiaries, it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O any Indemnified Person") shall Person will continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and or the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, applicable Subsidiary to the fullest extent permitted under applicable Law. (c) At the Closing, the Company will (at Buyer’s and Seller’s expense as provided in Section 11.05) obtain, maintain and fully pay for irrevocable “tail” insurance policies with respect to directors’ and officers’ liability and employment practices liability insurance with a reporting period of at least six (6) years from the Closing Date from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to such insurance in an amount and scope at least as favorable as the Company’s and its Subsidiaries’ existing directors’ and officers’ liability and employment practices liability policies with respect to matters existing or occurring at or before the Closing Date, and covering at least those of the Indemnified Persons that are covered under such existing policies; provided that, in the event that any claim is brought under any such policy before the sixth (6th) anniversary of the Closing Date, such insurance policies will be maintained until final disposition thereof. Buyer and the Company will not, and will cause their Subsidiaries to not, cancel or change such insurance policies in any respect. (d) The rights of indemnification and to receive advancement of expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which any Indemnified Person may at any time be entitled. No right or remedy herein conferred by this Agreement is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at Law or in equity or otherwise. Buyer hereby acknowledges that the Indemnified Persons have or may in the future have certain rights to indemnification, advancement of expenses or insurance provided by other Persons (collectively, “Other Indemnitors”). Buyer and the Company hereby agree that, with respect to any advancement or indemnification obligation owed at any time to an Indemnified Person by the Company or any of its Subsidiaries or any Other Indemnitor, whether pursuant to any certificate of incorporation, bylaws bylaws, partnership agreement, operating agreement, indemnification agreement or other applicable organizational documentsdocument or agreement or pursuant to this Section 7.05 (any of the foregoing, an “Indemnification Obligation”), the Company and its Subsidiaries shall be (i) indemnify and hold harmless the indemnitors of first resort (and release from any liability to Buyer, Newcoi.e., the Company Company’s and its Subsidiaries’ obligations to an Indemnified Person shall be primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the Sold Subsidiaries) the D&O same expenses or liabilities incurred by an Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim"shall be secondary) and (ii) advance required to such D&O advance, and liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement or any Indemnification Obligation, without regard to any rights that an Indemnified Persons Person may have against the Other Indemnitors. Furthermore, the Company and Buyer (on behalf of the Company and its Subsidiaries) irrevocably waive, relinquish and release the Other Indemnitors from any and all D&O Expenses incurred claims (x) against the Other Indemnitors for contribution, subrogation, indemnification or any other recovery of any kind in connection respect thereof and (y) that the Indemnified Person must seek expense advancement, reimbursement or indemnification from any Other Indemnitor before the Company or its Subsidiaries must perform its expense advancement, reimbursement and indemnification obligations under this Agreement. The Company and Buyer (on behalf of the Company and its Subsidiaries) hereby further agree that no advancement, indemnification or other payment by the Other Indemnitors on behalf of an Indemnified Person with respect to any D&O Indemnifiable Claim (including in circumstances where claim for which an Indemnified Person has sought indemnification from the D&O Indemnifying Party has assumed Company or its Subsidiaries shall affect the defense foregoing, and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such claim) promptly after receipt advancement, indemnification or other payment to all of reasonably detailed statements therefor; provided, however, that the D&O rights of recovery of such Indemnified Person against the Company or its Subsidiaries, the Company and its Subsidiaries shall indemnify and hold harmless against such amounts actually paid by the Other Indemnitors to whom D&O Expenses are to be advanced provides an undertaking to repay or on behalf of such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would have otherwise been payable by the Company or its Subsidiaries under any Indemnification Obligation. (e) In the event that the Company or any of their Subsidiaries or any of the respective successors or assigns of the foregoing (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties, rights or assets to any Person, then, in each case, the successors and assigns of such Persons or properties, rights or assets, as the case may be, must expressly assume in writing and be bound by the obligations set forth in this Section 7.05 as a condition of succession of assignment. (f) This Section 7.05 is intended to be for the benefit of each of the Indemnified Persons and may be enforced by any such Indemnified Person as if such Indemnified Person were a party to this Agreement. The obligations of Buyer and the Company under this Section 7.05 will not be terminated or modified in such a manner as to adversely affect any Person to whom this Section 7.05 applies without the consent of such affected Person. (g) Buyer and the Company, on behalf of themselves and their Subsidiaries, knowingly, willingly, irrevocably and expressly acknowledge and agree, that the agreements contained in this Section 7.05 and the indemnification contemplated by this Section 7.05 require performance after the Closing to the maximum extent permitted by applicable Law and will survive the Closing for the maximum duration permitted under applicable Law (or if earlier, when no obligations under this Section 7.05 remain) and will not be subject to indemnification, reimbursement any of the survival or advancement under the certificate exclusive remedy provisions of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)Section 11.01.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, Buyer Parent shall, and shall cause the Surviving Corporation to, continue in effect, and take all other reasonable actions necessary to maintain and provide “directors and officers” insurance under the Company’s existing policy (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms that are not less favorable and such policy shall be from Parent’s current insurance carrier or an insurance carrier with the same or better credit rating as the Company’s insurance carrier as of the Closing Date or an insurance carrier with at least a “A VII” rating with respect to directors’ and officers’ liability insurance) with coverage levels at least as great as those in effect immediately prior to the Closing and covering those Persons who were directors and officers of the Company immediately prior to the Closing; provided, however, that in no event shall the Surviving Corporation be required to expend more than an amount equal to the current annual premium paid by the Company for such insurance; and provided further that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. The obligations under this Section 8.15(a) shall not be terminated or modified in such a manner as to affect adversely any indemnitee to whom this Section 8.15(a) applies without the consent (which shall not be unreasonably withheld, conditioned or delayed) of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 8.15(a) applies and their respective heirs, successors and assigns shall be express third party beneficiaries of this Section 8.15(a)). (b) For a period of four (4) years after the Closing, Parent shall not, and shall ensure that Newco, not permit the Company and the Sold Subsidiaries do notSurviving Corporation to, amend, repeal or otherwise modify any provision in Newco's, the Company's Surviving Corporation’s certificate or the Sold Subsidiaries' certificate articles of incorporation or formation or bylaws (or equivalent governing documents), or any Contract, relating to the exculpation, exculpation or indemnification or advancement of expenses of any officers and or directors in any way that diminishes (unless to provide for greater exculpation or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by lawapplicable Legal Requirements), it being the intent of the parties hereto that the current and former officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, exculpation and indemnification and (including with respect to advancement of expenses expenses) to the full extent provided for under Newco's, the Company's of applicable Legal Requirements. Parent agrees and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closingacknowledges that this Section 8.15 shall be binding on Parent’s successors and assigns. (bc) In addition If the Surviving Corporation, its Subsidiaries or any of their respective successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the other rights provided for successors and assigns of the Surviving Corporation and its Subsidiaries shall assume all of the obligations set forth in this Section 7.06 and not 8.15. (d) Notwithstanding anything in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, this Agreement to the fullest extent permitted under the certificate of incorporationcontrary, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from if any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit suit, proceeding or proceedinginvestigation (whether arising before, whether criminal, civil, administrative at or investigative, based on after the Closing Date) is made against any individuals who were officers or arising out directors of the Company at or relating prior to the fact that such Person is Effective Time or was a director or officer of Newcoany other party covered by directors’ and officers’ liability insurance, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing sixth (including 6th) anniversary of the Effective Time, the provisions of this Section 8.15 shall continue in respect of acts or omissions in connection with this Agreement and effect until the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense final disposition of such claim, action, suit, proceeding or investigation. (e) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes The provisions of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, 8.15 are intended for the avoidance benefit of, and will be enforceable by, each current and former officer, director or similar functionary of doubtthe Company and his or her heirs and representatives, included and are in the definition of D&O Costs)addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have had by Contract or otherwise.

Director and Officer Liability and Indemnification. (ai) For a period of six (6) years after following the Closing, Buyer shall notwill, or will cause the Constituent Corporations to, defend and shall ensure that Newcohold harmless all current and former directors and officers of Company (in their capacities as such) (each, individually, a “Covered Person” and, collectively, the “Covered Persons”) from and against any Losses incurred by such Covered Person by reason of: (i) any act or omission or alleged act or omission performed or omitted to be performed on behalf of the Company and the Sold Subsidiaries do not, amend, repeal occurring on or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date Date; or (unless required by law), it being ii) the intent fact that he or she is or was a director or officer of the parties that the officers and directors of NewcoCompany, the Company and the Sold Subsidiaries who were officers and directors whether asserted or claimed prior to to, on or following the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") toDate, to the fullest extent permitted under the certificate DGCL (it being understood that the DGCL requires that a Covered Person must have acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of incorporationthe Company, bylaws and with respect to any criminal action or other applicable organizational documentsProceeding, had no reasonable cause to believe the conduct was unlawful), or the Organizational Documents of the Company in effect on the date hereof; provided, however, that for the avoidance of doubt, the foregoing indemnification shall not be available to any Equityholder in the event of an indemnification claim by the Buyer Indemnified Parties against the Equityholder(s) pursuant to Article 12. (ii) Buyer shall purchase a “tail” insurance policy comparable to the Company’s current policy of directors’ and officers’ liability insurance coverage for the Covered Persons and, following the Closing, the Evolent Entities or Merger Sub shall maintain in effect such “tail” policy for a period of six (6) years after the Closing Date. Such “tail” policy shall (i) indemnify have a claim period of at least six (6) years following the Closing Date, (ii) insure each Covered Person for acts and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") Date, and (iiiii) advance contain terms and conditions which are not materially less favorable to such D&O Indemnified the Covered Persons all D&O Expenses incurred in connection than the directors’ and officers’ liability insurance coverage presently maintained by the Company with any D&O Indemnifiable Claim respect to claims arising from or related to facts or events that occurred on or before the Closing Date. (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claimiii) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes The provisions of this Section 7.06(b)11B are intended to be for the benefit of, "D&O Expenses" means attorneys' fees and all shall be enforceable by, each Covered Person and his or her heirs and legal representatives. (iv) In the event that the Evolent Entities or Merger Sub or any of their respective successors or assigns consolidates with or merges with or into any other costs, charges Person and expenses paid shall not be the continuing or incurred in connection with investigating, defending, being a witness in surviving corporation or participating in (including on appeal)entity of such consolidation or merger, or preparing transfers or conveys all or substantially all of its properties and assets to defendany Person, be a witness in or participate in any D&O Indemnifiable Claimthen, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or Merger Sub, as the case solely may be, shall succeed to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid obligations set forth in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs).this Section 11B.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the ClosingClosing Date, Buyer the Purchaser shall not, and shall ensure that Newco, not permit the Company and the Sold or any of its Subsidiaries do not, to amend, repeal or modify any indemnification or exculpation provision in Newco's, the Company's ’s or the Sold Subsidiaries' any of its Subsidiaries articles of incorporation, bylaws, certificate of incorporation formation, limited liability company agreement or bylaws relating to the exculpation, indemnification or advancement of expenses of any officers and directors other similar governing documents as in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity effect immediately prior to the Closing Date (unless required by law)in any manner that would adversely affect the rights thereunder of individuals who, it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect Closing, were directors, officers, managers, employees or holders of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense equity interests of such claim) promptly after receipt of reasonably detailed statements thereforPerson (each, a “D&O Indemnitee”). The Purchaser shall pay all reasonable expenses, including reasonable attorneys’ fees that may be incurred by a D&O Indemnitee in enforcing the covenants set forth in this Section 7.2 (the “D&O Expenses”); provided, however, that the D&O Indemnified Person Indemnitee to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. (b) At the Closing, the Purchaser shall, or shall cause the Company to, obtain and maintain for irrevocable “tail” insurance policies naming all D&O Indemnitees as direct beneficiaries with a claims period of at least six years from the Closing Date from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance in an amount and scope at least as favorable as the Company’s existing policies with respect to matters existing or occurring at or prior to the Closing Date. Any D&O Indemnifiable Claims The costs and expenses for obtaining, maintaining and paying for such “tail” insurance policies shall continue until be borne evenly by Seller and Purchaser on a fifty-fifty (50%-50%) basis. The Purchaser shall not, and shall cause the Company and its Subsidiaries not to, cancel or change such D&O Indemnifiable Claim is disposed of or all judgmentsinsurance policies in any respect. Provided, ordershowever, decrees or other rulings that in connection complying with such D&O Indemnifiable Claim are fully satisfied. For its obligations pursuant to the purposes terms of this Section 7.06(b7.2(b), "D&O Expenses" means attorneys' fees Purchaser shall not be required to pay annual insurance premiums in excess of 250% of the current annual premium paid by the Purchaser for its existing coverage in the aggregate. If the Purchaser cannot obtain such insurance coverage without paying annual premiums in excess of such limit, the Purchaser shall purchase such insurance with the maximum coverage available by paying annual premiums equal to such limit. (c) If the Purchaser, the Company or any of its Subsidiaries or any of their respective successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all other costsor substantially all of its properties and assets to any Person, charges then, and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to such case, proper provisions shall be made so that the extent such amounts would be subject to indemnification, reimbursement or advancement under successors and assigns of the certificate Purchaser and the Company and its Subsidiaries shall assume all of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid the obligations set forth in settlement (which items are, this Section 7.2. The provisions of this Section 7.2 are intended for the avoidance benefit of, and will be enforceable by, each any current and former officer and director of doubtthe Company and its Subsidiaries and his or her heirs and representatives, included and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have had by contract or otherwise. The provisions of this Section 7.2 shall survive indefinitely following the definition consummation of D&O Costs)the Closing.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after Prior to the ClosingEffective Time, Buyer shall notcause Merger Sub to obtain, at the Company’s sole expense, “tail” coverage for the six year period immediately following the Effective Time with respect to the Company’s directors’ and officers’ liability insurance policy (the “Tail Policy”). Buyer will use commercially reasonable efforts to ensure that the Tail Policy contains coverage amounts, terms and conditions substantially similar to those of the Acquired Companies’ directors’ and officers’ liability insurance policy or policies in effect as of the date hereof and covering each current and former director and officer of the Acquired Companies covered by the Acquired Companies’ directors’ and officers’ liability insurance policy in effect as of the date hereof. Buyer shall maintain such Tail Policy in full force and effect, and shall ensure that Newco, the Company and the Sold Subsidiaries do not, amend, repeal or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by law), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpationhonor the obligations thereunder, indemnification and advancement of expenses to during the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closingterm hereof. (b) In addition the event of any threatened or actual Action in which any Person who is now, or has been at any time prior to the other rights provided for in this Section 7.06 and not in limitation thereofdate hereof, from and after or who becomes prior to the ClosingEffective Time, Buyer shalla director, and shall cause Newco, or officer of the Company and (the Sold Subsidiaries (each“D&O Indemnified Parties”) is, or is threatened to be, made a "D&O Indemnifying Party") toparty based in whole or in part on, or arising in whole or in part out of, or pertaining to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person he or she is or was a director or officer of Newcothe Company, or is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise or (ii) the negotiation, approval, execution or performance of this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time, the Company, Buyer and Merger Sub agree to cooperate and use their commercially reasonable efforts to defend against and respond thereto. It is understood and agreed that the Company shall indemnify and hold harmless, and after the Effective Time Buyer shall cause the Surviving Corporation to, indemnify and hold harmless, as and to the fullest extent permitted by applicable Law, each D&O Indemnified Party against any Losses and amounts paid in settlement in connection with any such Action, and in the event of any such Action (whether asserted or arising before or after the Effective Time), the Company shall, and Buyer shall cause the Surviving Corporation after the Effective Time to, promptly pay the expenses incurred by each D&O Indemnified Party as the same are incurred in advance of the final disposition of any Action to such D&O Indemnified Party; provided, however, that none of the Company, the Surviving Corporation or Buyer shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and provided further that the Sold Subsidiaries Company, Surviving Corporation and arising out Buyer shall have no obligation hereunder to any D&O Indemnified Party when and if a court of acts or omissions occurring on or prior competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification of such D&O Indemnified Party in the manner contemplated hereby is prohibited by applicable Law. Any D&O Indemnified Party wishing to claim indemnification under this Section 4.09, upon learning of any such Action shall notify the Company and, after the Effective Time, the Surviving Corporation and Buyer thereof; provided that the failure to so notify shall not affect the obligations of the Company, the Surviving Corporation and Buyer except to the Closing extent such failure to notify materially prejudices such party. (including c) Buyer and Merger Sub agree that all rights to indemnification or exculpation existing in favor of, and all limitations on the personal liability of, each present and former director, officer, employee, fiduciary and agent of the Company provided for in their respective Organizational Documents or otherwise in effect as of the date hereof shall continue in full force and effect for a period of six years from the Effective Time; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. From and after the Effective Time, Buyer also agrees to indemnify and hold harmless, and to cause the Surviving Corporation to indemnify and hold harmless, the present and former officers and directors of the Company in respect of acts or omissions occurring prior to the Effective Time to the extent provided in connection with any written indemnification agreements between the Company and such present and former officers and directors. (d) The obligations under this Agreement and the transactions contemplated thereby) (Section 4.09 shall not be terminated or modified in such a "D&O Indemnifiable Claim") and (ii) advance manner as to such adversely affect any D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where Party to whom this Section 4.09 applies without the D&O Indemnifying Party has assumed the defense consent of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, affected D&O Indemnified Party (it being expressly agreed that the D&O Indemnified Person Parties to whom D&O Expenses are to this Section 4.09 applies shall be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes third party beneficiaries of this Section 7.06(b4.09 and shall be entitled to enforce the covenants contained herein). (e) In the event Buyer or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, "D&O Expenses" means attorneys' fees then, and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Surviving Corporation, as the case solely to may be, assume the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid obligations set forth in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)this Section 4.09.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, Buyer (i) Purchaser shall not, not and shall ensure that Newco, not permit the Company and or any of its Subsidiaries identified on Schedule 9.6 (the Sold Subsidiaries do not“Designated Subsidiaries”) (or their successors as a result of any mergers) to, amend, repeal or modify any provision in Newco's, the Company's or the Sold its Designated Subsidiaries' certificate of incorporation governance or bylaws other documents relating to the exculpationexculpation or indemnification of former officers, indemnification directors or advancement of expenses of any officers and directors manager, in any way manner that diminishes would adversely affect the rights thereunder of such former officers, directors or adversely affects the exculpationmanagers, indemnification unless such amendment repeal or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless modification is required by law), it being the intent of the parties that the officers officers, directors and directors managers of Newco, the Company and the Sold its Designated Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate law of its jurisdiction of formation or incorporation, bylaws and (ii) Purchaser shall cause the Company and its Subsidiaries (or other applicable organizational documents, (iits successors as a result of any mergers) indemnify to maintain in effect directors' and hold harmless (officers' liability insurance with reputable and release from any financially sound carriers covering the officers and directors of the Company and the Designated Subsidiaries who are currently covered by the current directors' and officers' liability to Buyer, Newcoinsurance policies of the Seller, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in any Designated Subsidiaries with respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to matters occurring prior to the fact Closing on terms not less favorable to persons than those provided under the Company's directors' and officers' liability insurance as of the date of this Agreement. Purchaser and Seller shall split and have equal responsibility for all costs, fees and expenses of such insurance. Without limitation of the preceding portions of this Section, it is understood and agreed that such Person is or was a director or officer from and after the Closing, except as expressly set forth herein, none of NewcoPurchaser, the Company or any Subsidiary of the Sold Company will be responsible for providing or maintaining directors' and officers' liability insurance coverage for the benefit of any person other than with respect to any person who first becomes an officer or director of any of the Purchaser, the Company or any Subsidiary of the Company after the Closing. Effective upon the Closing, the Company, for itself and its Subsidiaries, hereby waives any claims that the Company or any of its Subsidiaries and arising out currently has or, in the future, may have against any employees or representatives of acts the Company or omissions occurring on or prior to the Closing (including in respect any of acts its Subsidiaries for any of such Person's actions or omissions in connection with this Agreement and their capacities as officers or directors of the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with Company or any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)its Subsidiaries.

Director and Officer Liability and Indemnification. (a) For Prior to the Closing, the Company shall obtain a period of six (6) years after year “tail policy” for its directors and officers (the Closing“Tail Policy”) with coverage amounts, Buyer shall notterms and conditions substantially similar to those of the Company’s directors and officers policy in effect as of the date hereof and deductibles no larger than those customary for such type of insurance coverage; provided, however, that if such policy or other coverage is not available at a cost not greater than 300% of the annual premiums paid as of the date hereof under the existing directors and shall ensure that Newcoofficers policy (the “Insurance Cap”), then the Company shall obtain as much coverage as is possible under substantially similar policies for such premium as does not exceed the Insurance Cap. Parent shall cause the Surviving Corporation to maintain such Tail Policy and the Sold Subsidiaries do not, amend, repeal not take any action to amend or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating a manner materially adverse to the exculpation, indemnification beneficiaries thereunder or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date terminate (unless required by lawreplaced with alternative coverage satisfying this Section 6.16(a), it being ) the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing Tail Policy during such six (each, a "D&O Indemnified Person"6) shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closingyear period. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, Parent shall and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, Surviving Corporation to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such each Person who is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts against any Losses such Person may incur in their capacity as such based upon acts, errors or omissions taken on behalf of the Company existing or occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to each such D&O Indemnified Persons all D&O Expenses Person expenses actually and reasonably incurred in connection defending any claims, actions, proceedings or investigations with any D&O Indemnifiable Claim (including in circumstances where respect to matters covered by the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this indemnity under Section 7.06(b6.16(b)(i), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the fullest extent (but only to the fullest extent) that (x) the Company would be permitted to indemnify and/or advance expenses to such Person under applicable Law and (y) the Company would have been required to indemnify and/or advance expenses to such Person under the Certificate of Incorporation or bylaws of the Company as in effect on the date hereof. In addition, the Surviving Corporation shall, and to the extent such amounts the Surviving Corporation would be legally or contractually required to (subject to indemnificationany limitations imposed by applicable Law) Parent shall, reimbursement fulfill and honor in all respects the obligations of the Company pursuant to each indemnification agreement in effect between the Company and each person who is or advancement under was a director or officer of the certificate Company, provided such indemnification agreements are set forth in Section 3.7(a)(xiii) of incorporation, bylaws or other applicable organizational documents, but the Company Disclosure Schedule and made available to Parent prior to the date hereof. (c) The rights and remedies of the beneficiaries of this Section 6.16 shall exclude losses, claims, damages, judgments or amounts paid in settlement be cumulative (which items are, for the avoidance of doubt, included and not in the definition of D&O Costsalternative).

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the ClosingClosing Date, Buyer shall Parent will not, and shall ensure that Newco, will not permit the Company and the Sold Surviving Corporation or any of its Subsidiaries do notto, amend, repeal or modify in any adverse manner any provision in Newco's, the Company's Surviving Corporation’s or the Sold any of its Subsidiaries' ’ certificate of incorporation incorporation, bylaws or bylaws other equivalent governing documents, or in any agreement between the Surviving Corporation or any of its Subsidiaries and any D&O Indemnified Person, in each case in place at the Closing, relating to the exculpation, indemnification or advancement of expenses of any officers and directors in Person who at any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity time prior to or on the Closing Date is or was an officer, director or direct or indirect equityholder of the Surviving Corporation or any of its Subsidiaries (each, a “D&O Indemnified Person”) (unless expressly required by applicable law), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall Persons will continue to be entitled to such all pre-existing rights to exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, of the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior law. Notwithstanding anything to the Closingcontrary contained in this Section 6.02, none of the D&O Indemnified Persons shall be entitled to make a claim for indemnification or contribution against the Surviving Corporation or any of its Subsidiaries after the Closing solely by reason of the fact that such D&O Indemnified Person was an officer or director of the Surviving Corporation or any of its Subsidiaries with respect to any indemnification claim brought by a Parent Indemnitee under this Agreement. (b) In addition At the Closing, Parent will, or will cause the Surviving Corporation and its Subsidiaries to, at Parent’s expense in an amount not to exceed $85,000, obtain, maintain and fully pay for irrevocable “tail” insurance policies naming the D&O Indemnified Persons as direct beneficiaries (with respect to acts or omissions existing or occurring at or prior to the other rights provided for Closing Date) with a coverage period of six years from the Closing Date from an insurance carrier or carriers with the same or better credit rating as the Surviving Corporation’s and its Subsidiaries’ current insurance carrier or carriers with respect to directors’ and officers’ liability insurance and employment practices liability insurance, in each case in an amount and scope of coverage at least as favorable as the Surviving Corporation’s and its Subsidiaries’ existing policies. Parent will not, and will cause the Surviving Corporation and its Subsidiaries to not, cancel or change such insurance policies in any material respect to the detriment of such D&O Indemnified Persons. Parent will make available to the Stakeholder Representative and any D&O Indemnified Person, upon request, proof of compliance with this Section 7.06 6.02(b). (c) Parent hereby acknowledges (on behalf of itself and not in limitation thereofits respective Affiliates, including the Surviving Corporation and its Subsidiaries from and after the Closing) that the D&O Indemnified Persons may have certain rights to indemnification, advancement of expenses and insurance provided by current direct or indirect equityholders, members, or other Affiliates or representatives of the Stakeholder Representative, the Company or their respective direct or indirect equityholders (“Indemnitee Affiliates”) separate from the obligations of Parent and the Surviving Corporation and its Subsidiaries hereunder. The parties hereby agree that, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, Closing (i) indemnify Parent and hold harmless the Surviving Corporation and its Subsidiaries are and shall be the indemnitors of first resort (and release from any liability i.e., their obligations to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined beloware and shall be primary and any obligation of any Indemnitee Affiliate to advance expenses or to provide indemnification or insurance are and shall be secondary), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to the parties (on behalf of themselves and their respective Affiliates) irrevocably waive, relinquish and release the Indemnitee Affiliates from any and all claims against or liability of the Indemnitee Affiliates for contribution, subrogation or any other recovery of any kind in respect thereof. (d) In the event that all or substantially all of the equity or assets of the Surviving Corporation or any of its Subsidiaries are directly or indirectly sold or otherwise conveyed, whether in one transaction or a series of transactions, including by merger or consolidation of the Surviving Corporation or any of its Subsidiaries with or into any other Person, or by any other manner, then Parent, the Surviving Corporation and its Subsidiaries will, in each such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; providedcase, however, ensure that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnificationacquirors, successors and permitted assigns of the Surviving Corporation and its Subsidiaries, as applicable, assume the obligations set forth in this Section 6.02(d) or otherwise provide substantially equivalent benefits. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes The provisions of this Section 7.06(b), "D&O Expenses" means attorneys' fees 6.02(d) will apply to all of the successors and all other costs, charges permitted assigns of the Surviving Corporation and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)its Subsidiaries.

Director and Officer Liability and Indemnification. (a) Prior to or simultaneously with the Closing, the Purchaser shall, or shall cause the Company and its Subsidiaries to purchase from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance a prepaid insurance policy (i.e., “tail coverage”) which provides (i) “side A, B and C directors and officers” insurance coverage for each of the individuals who were officers, directors or similar functionaries of the Company or any of its Subsidiaries at or prior to the Closing Date with a policy limit of at least twenty million dollars ($20,000,000) on terms no less favorable (including with respect to scope) as the policy or policy(ies) maintained by the Company or any of its Subsidiaries immediately prior to the Closing for the benefit of such individuals and (ii) “side A directors and officers” insurance coverage for each such individual with a policy limit of zero dollars ($0), in each case, for an aggregate period of not less than six years with respect to claims arising from acts, events or omissions that occurred at or prior to the Closing, including with respect to the transactions contemplated by this Agreement (such policies, the “D&O Tail Policies”); provided, that the premium for the D&O Tail Policies shall be borne by the Purchaser. (b) For a period of six (6) years after the Closing, Buyer the Purchaser shall not, and shall ensure that Newco, not permit the Company and the Sold or any of its Subsidiaries do notto, amend, repeal or otherwise modify any provision in Newco's, the Company's ’s or the Sold any of its Subsidiaries' ’ certificate or articles of incorporation or bylaws (or equivalent governing documents) relating to the exculpationexculpation or indemnification of any officers, directors or similar functionaries (unless to provide for greater exculpation or indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by lawLaw), it being the intent of the parties hereto that the officers current and former officers, directors and similar functionaries of Newco, the Company and the Sold its Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, exculpation and indemnification and (including with respect to advancement of expenses expenses) to the full extent provided for under Newco's, of the Company's Law. The Purchaser agrees and acknowledges that this Section 8.03 shall be binding on the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the ClosingPurchaser’s successors and assigns. (bc) In addition If the Company, its Subsidiaries or any of their respective successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the other rights provided for successors and assigns of the Company and its Subsidiaries shall assume all of the obligations set forth in this Section 7.06 and not 8.03. (d) Notwithstanding anything in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, this Agreement to the fullest extent permitted under the certificate of incorporationcontrary, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from if any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit suit, proceeding or proceedinginvestigation (whether arising before, whether criminalat or after the Closing Date) is made against any individual who was an officer, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer similar functionary of Newco, the Company or its Subsidiaries at or prior to the Sold Subsidiaries Closing Date or any other party covered by directors’ and arising out of acts or omissions occurring officers’ liability insurance, on or prior to the sixth (6th) anniversary of the Closing (including Date, the provisions of this Section 8.03 shall continue in respect of acts or omissions in connection with this Agreement and effect until the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense final disposition of such claim, action, suit, proceeding or investigation. (e) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person The obligations under this Section 8.03 shall not be terminated or modified in such a manner as to affect adversely any indemnitee or exculpee to whom D&O Expenses are to be advanced provides an undertaking to repay this Section 8.03 applies without the consent of such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnificationaffected indemnitee or exculpee. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes The provisions of this Section 7.06(b8.03 are intended for the benefit of, and will be enforceable by (as express third party beneficiaries), "D&O Expenses" means attorneys' fees each current and all former officer, director or similar functionary of the Company and its Subsidiaries and his or her heirs and representatives, successors and assigns and are in addition to, and not in substitution for, any other costs, charges and expenses paid rights to indemnification or incurred in connection with investigating, defending, being a witness in contribution that any such person may have had by contract or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)otherwise.

Director and Officer Liability and Indemnification. (a) For a period Parent agrees that all rights of six (6) years after the Closingformer directors, Buyer shall not, managers and shall ensure that Newco, officers of the Company and each Company Subsidiary (the Sold Subsidiaries do not, amend, repeal “D&O Indemnified Parties”) to indemnification and exculpation from liabilities for acts or modify any provision in Newco's, the Company's omissions occurring at or the Sold Subsidiaries' certificate of incorporation or bylaws relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by law), it being as provided in the intent respective governing documents of the parties that the officers and directors Company or any of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as in effect as of immediately prior to the ClosingEffective Time, and any indemnification agreements or arrangements of the Company or any of the Company Subsidiaries shall survive the Closing Date and shall continue in full force and effect in accordance with their terms, in each case to the extent such documents have been Made Available to Parent prior to the date of this Agreement. For a period of at least six (6) years from the Closing Date, Parent shall not, and shall cause the Surviving Corporation not to, amend, or otherwise modify such rights or agreements in any manner that would adversely affect the rights of the D&O Indemnified Parties. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on At or prior to the Closing Date, the Company will (including at Parent’s expense), in respect of acts consultation with Parent and through a nationally recognized insurance broker approved by Parent (such approval not to be unreasonably withheld, conditioned or omissions in connection with this Agreement and the transactions contemplated therebydelayed) (i) purchase a "“tail” prepaid insurance policy with respect to the D&O Indemnifiable Claim"Indemnified Parties that shall provide such Persons coverage for at least six (6) years following the Effective Time (the “D&O Tail Policy”); provided, that in no event shall the Company be required to expend an amount in excess of three hundred percent (300%) of the annual premium currently payable by the Company with respect to such current policy for each year of coverage (the “Maximum Annual Premium”); provided, further, that if such insurance coverage can only be obtained at an annual premium in excess of the Maximum Annual Premium, the Company shall cause to be obtained the best coverage available for a cost not exceeding the Maximum Annual Premium; and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim obtain quotes for run-off fiduciary liability (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claimsix (6) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(byear), "D&O Expenses" means attorneys' fees cyber liability (six (6) year) and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)pension trust liability insurance policies.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the ClosingClosing Date, Buyer the Purchaser shall not, and shall ensure that Newco, not permit the Company and the Sold or any of its Subsidiaries do not, to amend, repeal or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate any of incorporation its Subsidiaries articles of incorporation, bylaws, limited liability company agreement or bylaws other applicable organizational or governing document relating to the exculpation, exculpation or indemnification or advancement of expenses rights of any officers and directors current or former officer, manager or member (the "D&O Indemnified Persons") in a manner that would adversely affect such exculpation or indemnification rights of any way that diminishes such current or adversely affects the exculpation, indemnification former officer or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date director (unless required by lawLaw), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") Persons shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses rights to the full fullest extent of the law to the extent provided for under Newco's, in the Company's and the Sold or any of its Subsidiaries' certificate articles of incorporation, bylaws bylaws, limited liability company agreement or other applicable organizational documents or governing document as of immediately the date hereof relating to exculpation or indemnification. If the Purchaser, the Company or any of its Subsidiaries or any of their respective successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of the Purchaser and the Company and its Subsidiaries shall assume all of the obligations set forth in this Section 6.03. The provisions of this Section 6.03 are intended for the benefit of, and will be enforceable by, each D&O Indemnified Person and his or her heirs and representatives, and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have had by contract or otherwise. For the avoidance of doubt, the expense of any "tail" insurance policy obtained by the Company or its managers with respect to managers liability insurance shall be the responsibility of the Sellers, either directly or indirectly through the use of the Company's Cash on Hand prior to the Closing. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs).

Director and Officer Liability and Indemnification. (a) For The Certificate of Incorporation and By-laws of the Surviving Corporation shall contain the provisions with respect to indemnification set forth in Article Tenth of MediSync’s Certificate of Incorporation, as amended, and Article Eight of MediSync’s Amended and Restated Bylaws on the date of this Agreement and shall provide for indemnification to the fullest extent permitted by and in accordance with the DGCL, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years after the ClosingEffective Time (provided that in the event any claim is asserted or made within such six (6) year period, Buyer shall not, and shall ensure that Newco, the Company and the Sold Subsidiaries do not, amend, repeal or modify any provision all rights to indemnification in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating to the exculpation, indemnification or advancement of expenses respect of any officers and directors such claim shall continue until final disposition of any such claim) in any way manner that diminishes or would adversely affects affect the exculpation, indemnification or advancement rights thereunder of expenses provided therein as it applies to individuals who at any Persons serving in such capacity time prior to the Closing Date (unless required by law), it being the intent Effective Time were directors or officers of the parties that the officers and directors MediSync in respect of Newco, the Company and the Sold Subsidiaries who were officers and directors actions or omissions occurring at or prior to the Closing Effective Time (eachincluding, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco'swithout limitation, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the ClosingContemplated Transactions). (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and Parent agrees that at all times after the Closing, Buyer Effective Time it shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") Surviving Corporation to, indemnify each person who is now, or has been at any time prior to the fullest extent permitted under the certificate of incorporationdate hereof, bylaws or other applicable organizational documentsan employee, (i) indemnify and hold harmless (and release from any liability to Buyeragent, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of NewcoMediSync or of any of MediSync’s Subsidiaries (individually an “Indemnified Party” and collectively the “Indemnified Parties”), to the Company full extent permitted by applicable Legal Requirements, with respect to any claim, Liability, loss, damage, cost or the Sold Subsidiaries and expense, whenever asserted or claimed, based in whole or in part on, or arising in whole or in part out of acts of, any matter existing or omissions occurring on at or prior to the Closing Effective Time. Parent shall, and shall cause the Surviving Corporation to, maintain in effect for not less than six (including 6) years after the Effective Time policies of directors’ and officers’ liability insurance equivalent in all material respects to those maintained by or on behalf of MediSync on the date hereof (and having at least the same coverage and containing terms and conditions which are no less advantageous to the persons currently covered by such policies as insured) with respect of acts to matters existing or omissions occurring at or prior to the Effective Time; and Parent, in connection with addition to the indemnification provided above in this Agreement and Section 7.2, shall indemnify the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where Parties for the D&O Indemnifying Party has assumed the defense balance of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that insurance coverage on the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For same terms and conditions as though Parent were the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement insurer under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)those policies.

Director and Officer Liability and Indemnification. (a) At or prior to the Closing, the Sellers shall cause each of the directors of the Company Entities to tender a resignation to act as a director, which resignation shall be effective as of the Closing. Each such resignation shall be accompanied by a mutual release substantially in the form attached as Schedule F hereto. (b) For a period of six (6) years after the Closing, Buyer shall will not, and shall ensure that Newco, will not permit the Company and the Sold Subsidiaries do notto, amend, repeal or modify any provision in Newco's, the Company's ’s certificate or articles of amendment, bylaws or other equivalent governing documents, or in any contract or agreement disclosed in Section 6.08 of the Sold Subsidiaries' certificate of incorporation or bylaws Disclosure Schedule, relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation(each, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date a “D&O Indemnified Person”) (unless required by lawlaw or other Governmental Authority), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall will continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, of the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closinglaw. (bc) In addition to The Company has obtained and the other rights provided for in this Section 7.06 and not in limitation thereofBuyer shall, from and after following the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) maintain an irrevocable pre-paid “tail” insurance policy naming the D&O Indemnified Persons against all D&O Expenses as direct beneficiaries with a claims period of at least six (6) years from the Closing Date from an insurance carrier with the same or better credit rating as defined below), losses, claims, damages, judgments the Company’s current insurance carrier with respect to directors’ liability insurance in an amount and scope at least as favorable as the Company’s existing policies with respect to matters existing or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on at or prior to the Closing Date (including the “Tail Policy”). 50% of the costs and expenses of such Tail Policy shall be included as a Seller Transaction Expense. Buyer will not, and will cause the Company Entities to not, cancel or change such Tail Policy in respect any respect. (d) In the event that all or substantially all of acts the assets of the Company are sold, whether in one transaction or omissions in connection with this Agreement a series of transactions, then Buyer and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") Company will, and (ii) advance to in each such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; providedcase, however, ensure that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnificationsuccessors and assigns of the Company assume the obligations set forth in this Section 6.08. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes The provisions of this Section 7.06(b), "D&O Expenses" means attorneys' fees 6.08 will apply to all of the successors and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to assigns of the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)Company.

Director and Officer Liability and Indemnification. (a) For Buyer shall, and shall cause the Acquired Companies to, for a period of six (6) years after the ClosingClosing Date, Buyer shall not, take any necessary actions to provide that all rights to indemnification and shall ensure that Newco, the Company and the Sold Subsidiaries do not, amend, repeal or modify any provision all limitations on liability existing in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating to the exculpation, indemnification or advancement of expenses favor of any officers and directors current or former officers, directors, partners, members, managers or employees of any of the Acquired Companies (or their respective predecessors), as provided in (i) the Organizational Documents of any way that diminishes of the Acquired Companies in effect on the date hereof or adversely affects (ii) any Contract providing for indemnification by any of the exculpationAcquired Companies of any such Person in effect on the date hereof to which a Seller or any of the Acquired Companies is a party, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to shall survive the Closing Date (unless required and continue in full force and effect and be honored by law), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to Acquired Companies after the Closing. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on On or prior to the Closing Date, Sellers shall have arranged and paid for an irrevocable “directors and officers” tail insurance policy that provides coverage for six (including in respect of acts or omissions in connection with this Agreement 6) years following the Closing Date on terms identical to existing coverage maintained by the Acquired Companies. Sellers shall also have arranged and paid for similar irrevocable “fiduciary liability” and “employment practices liability” tail insurance policies for six (6) years following the transactions contemplated therebyClosing Date on terms substantially identical to existing coverage maintained by the Acquired Companies. Buyer and its Affiliates shall not cancel such tail insurance policies during such six (6)-year period. (c) (a "D&O Indemnifiable Claim") Buyer hereby agrees and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, acknowledges that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees 7.2 shall be binding on Buyer’s successors and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)assigns.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, Buyer shall the MTH Parties will not, and shall ensure that Newco, will not permit the Company and the Sold or any of its Subsidiaries do notto, amend, repeal or modify any provision in Newco's, the Company's or the Sold any of its Subsidiaries' certificate or articles of incorporation incorporation, bylaws or bylaws other equivalent governing documents relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes of the Company or adversely affects the exculpationits Subsidiaries, indemnification or advancement of expenses provided therein as it applies to any Persons serving including former officers and directors who served in such capacity prior to the Closing Date for at least two (2) years (each, an “D&O Indemnified Person”) (unless required by law), it being ) with the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "such D&O Indemnified Person") shall continue to Persons will be entitled to such exculpation, indemnification and advancement of expenses to the full fullest extent provided for under Newco's, permitted by applicable law and the terms of the Company's and the Sold or any of its Subsidiaries' certificate or articles of incorporation, bylaws or other applicable organizational equivalent governing documents as in effect on the date of immediately prior to the this Closing. (b) In addition to the other rights provided for in this Section 7.06 6.19 and not in limitation thereof, from and after the ClosingClosing until the sixth (6th) anniversary of the Closing Date (notwithstanding anything in the Company's or any of its Subsidiaries' certificate or articles of incorporation, Buyer shallbylaws or other equivalent governing documents to the contrary), the MTH Parties will, and shall will cause Newco, the Company and the Sold its Subsidiaries (each, a "“D&O Indemnifying Party"”) to, to the fullest extent permitted under the certificate of incorporation, bylaws or other by applicable organizational documentslaw, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, any of the MTH Parties or the Company or the Sold any of its Subsidiaries) ), the D&O Indemnified Persons against all any loss, liability, damage, cost or expense, including reasonable attorneys’ fees and disbursements (collectively, “D&O Expenses (as defined below), lossesCosts”) incurred by reason of any demands, claims, damagessuits, judgments actions, or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceedingproceedings, whether civil, criminal, civil, administrative or investigative, based on or arising out of the D&O Indemnified Person’s services as a director, or relating to the fact that such Person is as an officer, or was a director or officer employee of Newco, the Company or the Sold any of its Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance ); except to the extent that such indemnification is not allowed by law or to the extent that such D&O Costs arose from an act or omission by the D&O Indemnified Persons all Person as finally determined by a court of competent jurisdiction or by arbitration to constitute any criminal or deliberately fraudulent or dishonest act or a willful violation of any law, statute, rule or regulation. D&O Expenses Costs incurred in connection with any D&O Indemnifiable Claim (including in circumstances where will be paid by the D&O Indemnifying Party has assumed sufficiently in advance of the defense final disposition of such claim (and in any event within thirty (30) days of the written request therefor submitted by a D&O Indemnified Person, subject to the proviso below) to enable the D&O Indemnitee to pay its expenses in connection with such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the such D&O Indemnified Person shall have first delivered to whom the Company or the applicable Subsidiary an undertaking, by or on behalf of such D&O Expenses are to be advanced provides an undertaking Indemnified Person, to repay such advances all amounts so advanced if it shall ultimately be determined by a court of competent jurisdiction from which there is ultimately determined no further right to appeal that such D&O Indemnified Person is not entitled to indemnificationbe indemnified or reimbursed for the D&O Costs. Any If a claim for indemnification or advancement under this Section 6.19(b) is not paid in full, a D&O Indemnifiable Claims Indemnified Person may at any time thereafter bring suit to recover the unpaid amount of the claim. To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by a D&O Indemnified Person to recover an advancement of expenses, the D&O Indemnified Person shall continue until be entitled to be paid also the expense of prosecuting or defending such suit. (c) At the Closing, the MTH Parties will, or will cause the Company to, obtain, maintain and fully pay for irrevocable "tail" insurance policies naming the D&O Indemnifiable Claim is disposed Indemnified Persons as direct beneficiaries with a claims period of at least six years from the Closing Date from an insurance carrier with the same or better credit rating as the Company's current insurance carrier with respect to directors’ and officers’ liability insurance in an amount and scope at least as favorable as the Company's existing policies with respect to matters existing or occurring at or prior to the Closing Date. The MTH Parties will not, and will cause the Company to not, cancel or change such insurance policies in any respect. (d) In the event that all judgmentsor substantially all of the assets of the Company are sold, orderswhether in one transaction or a series of transactions, decrees or other rulings then the MTH Parties and the Company will, and in connection with each such D&O Indemnifiable Claim are fully satisfiedcase, use its best efforts to ensure that the successors and assigns of the Company assume the obligations set forth in this Section 6.19. For the purposes The provisions of this Section 7.06(b), "D&O Expenses" means attorneys' fees 6.19(d) will apply to all of the successors and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to assigns of the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)Company.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, Buyer shall cause the Company to honor the obligations of the Company and its Subsidiaries under any and all (i) indemnification agreements in effect as of the date hereof, between the Company or any of its Subsidiaries, on the one hand, and each present and former director and officer of the Company and its Subsidiaries (the “D&O Indemnified Persons”), set forth in Schedule 7.01(a) and (ii) indemnification and exculpation provisions in any certificate of incorporation or bylaws (or similar organizational documents) of the Company or any of its Subsidiaries in effect on the date of this Agreement, to the fullest extent permitted under Legal Requirements; provided, however, that nothing in this Section 7.01(a) shall require the Company to indemnify any D&O Indemnified Person if the Company or any of its Subsidiaries would not have been obligated to indemnify such D&O Indemnified Person prior to Closing. (b) For a period of six (6) years after the Closing, Buyer shall not, and shall ensure that Newco, not permit the Company and the Sold or any of its Subsidiaries do notto, amend, repeal or modify any provision in Newco's, the Company's ’s or the Sold its Subsidiaries' ’ articles or certificate of incorporation or bylaws (or other organizational documents) relating to the exculpation, exculpation or indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by law)Legal Requirements) in a manner inconsistent with this Section 7.01 or otherwise adverse to the D&O Indemnified Persons, it being the intent of the parties that the officers and directors of Newco, the Company and the Sold its Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses to the full extent provided for under Newco'sof the law. (c) Prior to the Closing, the Company's Company shall purchase, and Seller shall pay the Sold Subsidiaries' certificate entire cost of, a directors’ and officers’ liability insurance “tail” or “runoff” insurance program (the “Tail Policy”) to be in effect until the end of incorporation, bylaws or other applicable organizational documents the six-year period commencing as of immediately the Closing Date (and for so long as any indemnification claim is being adjudicated) with respect to actions or omissions occurring prior to the ClosingClosing Date (such coverage to be on terms and conditions and for an amount no less favorable to the Company’s and its Subsidiaries’ directors and officers currently covered by such insurance than those of such policy in effect on the date hereof), and each of Buyer and the Company agrees not to terminate or modify in a manner adverse to the beneficiaries thereof the Tail Policy prior to the sixth anniversary of the Closing Date. (bd) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and event that after the ClosingClosing Date, Buyer shallor the Company, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documentstheir respective successors or assigns, (i) indemnify consolidates with or merges into any other Person and hold harmless (and release from any liability to Buyer, Newco, shall not be the Company continuing or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments surviving corporation or amounts paid entity in settlement (collectively, "D&O Costs") in respect of any Threatened, pending such consolidation or completed claim, action, suit merger or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance transfers all or substantially all of its properties and assets to such D&O Indemnified Persons all D&O Expenses incurred any Person, then, and in connection with any D&O Indemnifiable Claim (including in circumstances where each case, proper provision shall be made so that the D&O Indemnifying Party has assumed successors and assigns of Buyer or the defense Company, as the case may be, honor the indemnification and other obligations of such claim) promptly after receipt of reasonably detailed statements therefor; providedPersons, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of including under this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)7.01.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, Buyer shall not, and shall ensure that Newco, not permit any of the Company and the Sold Subsidiaries do notAcquired Companies to, amend, alter, repeal or modify any provision in Newco's, any of the Company's or the Sold SubsidiariesAcquired Companies' certificate of incorporation or bylaws Organizational Documents relating to the exculpation, exculpation or indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses exculpations provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by lawLaw), it being the intent of the parties that the officers and directors of Newco, any of the Company and the Sold Subsidiaries Acquired Companies who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the ClosingLaw. (b) In addition Following the Closing Date, the Buyer shall use its commercially reasonable efforts to purchase a six-year "tail" with respect to ATT's existing current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the other rights provided Closing Date with respect to those persons who are currently (and any additional persons who prior to the Closing Date become) covered by the ATT's directors' and officers' liability insurance policy on terms with respect to such coverage, and in amount, not less favorable to such persons than those of such policy in effect on the date hereof; provided, however, that the one-time cost of such policy shall not exceed 200% of the latest annual premium paid by ATT. In the event that Buyer, for any reason, does not purchase the "tail" referred to in this Section 7.06 and not in limitation thereofthe immediately preceding sentence, from and then, for a period of six years after the Closing, Buyer shall, and or shall cause Newco, each of the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") Acquired Companies to, to maintain director and officer liability insurance which insurance shall provide coverage for the fullest extent permitted under individuals who were officers and directors of the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or Acquired Companies prior to the Closing (including in respect of acts comparable to the policy or omissions in connection policies maintained by the Acquired Companies immediately prior to the Closing, and with this Agreement and comparable insurance companies, for the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense benefit of such claim) promptly after receipt of reasonably detailed statements thereforindividuals; provided, however, that in no event shall Buyer be required to expend more than an amount per year equal to 150% of current annual premiums paid by ATT, whether expended over time or paid in lump sum or otherwise, to maintain or procure insurance coverage pursuant to this SECTION 7.2; and, provided, further, that if the D&O Indemnified Person annual premiums of such insurance coverage exceed such amount, the Buyer shall be obligated to whom D&O Expenses are obtain or cause to be advanced provides an undertaking to repay obtained a policy with the greatest coverage available for a cost not exceeding such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)amount.

Director and Officer Liability and Indemnification. (a) For Until, and for a period of six (6) years after the Closing Date, the Parent shall cause the Surviving Corporation to fulfill and honor the exculpation, indemnification and expense advance and reimbursement provisions contained in the Company’ Organizational Documents and an indemnification agreement with the Company (each, a “D&O Indemnification Agreement”) limiting the personal liability of directors and officers for damages, shall not be amended, repealed or otherwise modified in any manner that would make any of such provisions less favorable to the directors or officers of the Company than pertain to such directors or officers on the date of this Agreement. Without limiting the foregoing, from the Closing Date and for a period of six (6) years after the Closing Date, the Parent shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless the present and former officers and directors of the Company (collectively, the “D&O Indemnified Parties”), from and against, and pay or reimburse the D&O Indemnified Parties for, all Losses or obligations (whether or not resulting from third-party claims) resulting from or arising out of actions or omissions of such D&O Indemnified Parties occurring on or prior to the Closing Date (including the transactions contemplated by this Agreement); provided, that such indemnification shall be subject to (x) any limitation imposed from time to time under applicable Law or the Company’ Organizational Documents, and (y) such indemnification shall not be available for any costs or expenses (including reasonable attorneys’ fees and expenses) or Losses against the D&O Indemnified Parties arising under Article XI, and (ii) advance to any D&O Indemnified Parties expenses incurred in defending any action or suit with respect to such matters; provided, that such advancements shall (x) be subject to any limitation imposed from time to time under the Company’ Organizational Documents and applicable Law and (y) not be available for any cost or expenses (including reasonable attorneys’ fees and expenses) incurred in the defense of any Proceeding arising under Article XI. Notwithstanding anything herein to the contrary, in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification in respect of each such claim shall continue until final disposition of such claim. (b) This Section 10.3 is intended for the benefit of, and to grant third party rights to, persons entitled to indemnification under this Section 10.3 and the benefits of the exculpation, indemnification and expense advance and reimbursement provisions contained in the Company’ Organizational Documents, whether or not parties to this Agreement, and each of such persons shall be entitled to enforce the covenants contained herein. (c) If following the Closing, Parent or the Surviving Corporation, as the case may be, or any of their respective successors or assigns (i) reorganizes or consolidates with or merges into any other Person and is not the resulting, continuing or surviving corporation or entity of such reorganization, consolidation or merger or (ii) liquidates, dissolves or transfers all or substantially all of its properties and assets to any Person or Persons, then, and in such case, proper provision will be made so that the successors and assigns of Parent or the Surviving Corporation assume all of the obligations of Parent or the Surviving Corporation, as the case may be, as set forth in this Section 10.3. (d) Immediately prior to the Closing, Parent shall purchase a single payment, run-off policy of directors’ and officers’ liability insurance covering current and former officers and directors of any Company, the material terms of which, including coverage and amount, are no less favorable in any material respect to the D&O Indemnified Parties than the policy in effect as of the date hereof, such policy to become effective at the Closing and remain in effect for a period of six (6) years after the Closing, Buyer shall not, and shall ensure that Newco, the Company and the Sold Subsidiaries do not, amend, repeal or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by law), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing. (be) In addition to Parent shall, or shall cause the Company to, pay all expenses, including reasonable attorneys’ fees, which may be incurred by any D&O Indemnified Party in enforcing the indemnity or other rights provided for obligations in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)10.3.

Director and Officer Liability and Indemnification. (a) Prior to or simultaneously with the Closing, the Purchaser shall, or shall cause the Surviving Corporation (at the Purchaser’s expense) to purchase from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance a prepaid insurance policy (i.e., “tail coverage”) which provides “side A, B and C directors and officers” insurance coverage for each of the individuals who were officers, directors or similar functionaries of the Company or any of its Subsidiaries at or prior to the Effective Time with a directors and officers policy limit on terms no less favorable terms (including in with respect to coverage amounts and scope) as the policy or policies maintained by the Company or any of its Subsidiaries immediately prior to the Closing for the benefit of such individuals for an aggregate period of not less than six (6) years with respect to claims arising from acts, events or omissions that occurred at or prior to the Closing, including with respect to the transactions contemplated by this Agreement (such policies, the “D&O Tail Policies”). (b) For a period of six (6) years after the Closing, Buyer the Purchaser shall not, and shall ensure that Newco, not permit the Company and the Sold Surviving Corporation or any of its Subsidiaries do notto, amend, repeal or otherwise modify any provision in Newco's, the Company's Surviving Corporation’s or the Sold any of its Subsidiaries' ’ certificate or articles of incorporation or bylaws (or equivalent governing documents) relating to the exculpationexculpation or indemnification of any officers, directors or similar functionaries (unless to provide for greater exculpation or indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by lawLaw), it being the intent of the parties hereto that the officers current and former officers, directors and similar functionaries of Newco, the Company and the Sold its Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, exculpation and indemnification and (including with respect to advancement of expenses expenses) to the full extent provided for under Newco's, of the Company's Law. The Purchaser agrees and acknowledges that this Section 8.02 shall be binding on the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the ClosingPurchaser’s successors and assigns. (bc) In addition If the Surviving Corporation, its Subsidiaries or any of their respective successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the other rights provided for successors and assigns of the Surviving Corporation and its Subsidiaries shall assume all of the obligations set forth in this Section 7.06 and not 8.02. (d) Notwithstanding anything in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, this Agreement to the fullest extent permitted under the certificate of incorporationcontrary, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from if any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit suit, proceeding or proceedinginvestigation (whether arising before, whether criminalat or after the Closing Date) is made against any individual who was an officer, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer similar functionary of Newco, the Company or its Subsidiaries at or prior to the Sold Subsidiaries Effective Time or any other party covered by directors’ and arising out of acts or omissions occurring officers’ liability insurance, on or prior to the Closing sixth (including 6th) anniversary of the Effective Time, the provisions of this Section 8.02 shall continue in respect of acts or omissions in connection with this Agreement and effect until the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense final disposition of such claim, action, suit, proceeding or investigation. (e) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person The obligations under this Section 8.02 shall not be terminated or modified in such a manner as to affect adversely any indemnitee or exculpee to whom D&O Expenses are to be advanced provides an undertaking to repay this Section 8.02 applies without the consent of such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnificationaffected indemnitee or exculpee. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes The provisions of this Section 7.06(b8.02 are intended for the benefit of, and will be enforceable by (as express third-party beneficiaries), "D&O Expenses" means attorneys' fees each current and all former officer, director or similar functionary of the Company and its Subsidiaries and his or her heirs and representatives, successors and assigns and are in addition to, and not in substitution for, any other costs, charges and expenses paid rights to indemnification or incurred in connection with investigating, defending, being a witness in contribution that any such person may have had by contract or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)otherwise.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing Date, the Purchaser shall indemnify and hold harmless, and cause the Company to indemnify and hold harmless, each D&O Indemnitee in accordance with the Company’s or any of its Subsidiaries articles of incorporation, bylaws, certificate of formation, limited liability company agreement or other similar 49 33067829.14 governing documents as in effect immediately prior to the Closing. For a period of six (6) years after the Closing Date, Buyer the Purchaser shall not, and shall ensure that Newco, not permit the Company and the Sold or any of its Subsidiaries do not, to amend, repeal or modify any indemnification or exculpation provision in Newco's, the Company's ’s or the Sold Subsidiaries' any of its Subsidiaries articles of incorporation, bylaws, certificate of incorporation formation, limited liability company agreement or bylaws relating to the exculpation, indemnification or advancement of expenses of any officers and directors other similar governing documents as in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity effect immediately prior to the Closing Date (unless required by law)in any manner that would adversely affect the rights thereunder of individuals who, it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors on or prior to the Closing Closing, were directors, officers, managers, employees or holders of equity interests of such Person (each, a "“D&O Indemnified Person") shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the ClosingIndemnitee”). (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after At the Closing, Buyer shallthe Company shall obtain, and each of the Purchaser, on the one hand, and Seller, on the other hand, shall cause Newco, bear fifty percent (50%) of the Company and the Sold Subsidiaries (eachcosts of, a "D&O Indemnifying Party"non-cancelable run-off “tail” insurance policy with a claims period of at least six (6) to, years from the Closing Date from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance in an amount and scope at least as favorable as the fullest extent permitted under the certificate of incorporation, bylaws Company’s existing policies with respect to matters existing or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on at or prior to the Closing Date. The Purchaser shall not, and shall cause the Company and its Subsidiaries not to, cancel or change such insurance policies in any respect. (including in respect c) If the Purchaser, the Company or any of acts its Subsidiaries or omissions in connection any of their respective successors or assigns (i) shall consolidate with this Agreement or merge into any other Person and shall not be the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and continuing or surviving corporation or entity of such consolidation or merger or (ii) advance shall transfer all or substantially all of its properties and assets to any Person, then, and in each such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where case, the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, Purchaser shall use commercially reasonable efforts to provide that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnificationsuccessors and assigns of the Purchaser and the Company and its Subsidiaries shall assume all of the obligations set forth in this Section 7.2. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes The provisions of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, 7.2 are intended for the avoidance benefit of, and will be enforceable by, each any current and former officer and director of doubtthe Company and its Subsidiaries and his or her heirs and representatives, included and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have had by contract or otherwise. The provisions of this Section 7.2 shall survive indefinitely following the definition consummation of D&O Costs)the Closing.

Director and Officer Liability and Indemnification. (ai) For a period of six (6) years after the Closing, The Buyer shall not, and shall ensure that Newco, not permit the Company and the Sold or any of its Subsidiaries do notto, amend, repeal or modify any provision in Newco's, the Company's ’s or any of its Subsidiaries’ certificate of incorporation, bylaws or the Sold Subsidiaries' certificate of incorporation or bylaws Stock Option Plan relating to the exculpation, exculpation or indemnification or advancement of expenses of any former officers and directors of the Company or its Subsidiaries as in any way that diminishes or adversely affects effect on the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by law)date hereof, it being the intent of the parties (including each Seller) that the officers and directors of Newco, the Company and the Sold its Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, Closing to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, Applicable Law. (iii) indemnify and hold harmless (and release from any liability to Buyer, Newco, The Buyer shall cause the Company and its Subsidiaries to maintain in effect for six (6) years from the Closing Date directors’ and officers’ liability insurance coverage (or purchase an insurance tail policy) for those persons who are currently covered by the Sold Subsidiaries) Company’s directors’ and officers’ liability insurance policy on terms not less favorable than those of such existing insurance coverage; provided, that the D&O Indemnified Persons against all D&O Expenses Buyer shall not be required to cause the Company to pay with respect to such insurance policy or coverage (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs"applicable) in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to one policy year annual premiums in excess of 200% of the fact that such Person is or was a director or officer of Newco, last annual premium paid by the Company for such insurance, but in such case shall provide as much coverage as reasonably practicable for such amount; provided, further, that in the event that any claim is brought under any such policy or the Sold Subsidiaries and arising out of acts or omissions occurring on or coverage prior to the six-year anniversary of the Closing (including in respect of acts or omissions in connection with this Agreement Date, such directors’ and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance officers’ liability insurance policy shall be maintained as to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely claim to the extent necessary to provide coverage for such amounts would be claim until final disposition thereof. (iii) Notwithstanding anything contained in this Agreement to the contrary, the covenants in this Section 9H shall survive the consummation of the Closing for the relevant periods specified herein (but in any event through the six (6) year anniversary of the Closing Date (subject to indemnificationextension thereof as to specified claims pursuant to the last proviso in Section 9H(ii) hereof)). In the event that the Buyer or any of its Subsidiaries or any of their respective successors or assigns (a) consolidates with or merges into any other Person, reimbursement or advancement (b) transfers all or substantially all of its properties or assets to any Person, then, and in each case, the successors and assigns of the Buyer or its Subsidiary, as the case may be, shall expressly assume and be bound by the obligations set forth in this Section 9H. (iv) The terms and conditions governing the obligations of the Buyer and its Subsidiaries under this Section 9H shall not be terminated or modified in such a manner as to materially and adversely affect any Person expressly intended to benefit from the certificate covenants in this Section 9H without the consent of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)such affected Person.

Director and Officer Liability and Indemnification. During the period from the Closing Date until the sixth (6th) anniversary of the Closing Date, (a) For Purchaser shall cause any of the articles of organization, certificates of formation, operating agreements, limited liability company agreements and/or other organizational documents of any of the Company and its Subsidiaries (collectively, the “Constitutive Documents”) in effect on the date hereof to contain provisions with respect to indemnification, exculpation and advancement of expenses that are not less favorable to any present and former manager, director, member, partner and officer (and similar functionary) of the Company and its Subsidiaries (each a period “Covered Person”) as those set forth in the Constitutive Documents of six the Company and its Subsidiaries on the date of this Agreement, (6b) years after the Closing, Buyer Purchaser shall not, and shall ensure that Newco, not permit the Company and the Sold or any of its Subsidiaries do notto, amend, repeal or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws Constitutive Documents relating to the exculpation, indemnification or advancement of expenses or indemnification of any officers Covered Person (unless required by Law or such change would not be adverse to any Covered Person), and directors in any way that diminishes or adversely affects (c) Purchaser shall cause the exculpationCompany and its Subsidiaries to indemnify and hold harmless, indemnification or and provide advancement of expenses provided therein as it applies to any to, all Covered Persons serving in such capacity for all acts and omissions occurring at or prior to the Closing Date (unless required to the same extent such persons would have the right to be indemnified and held harmless or have the right to advancement of expenses as of the date of this Agreement by law)the Company and its Subsidiaries pursuant to the Constitutive Documents and any indemnification agreements as of the date of this Agreement, it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") Covered Persons shall continue to be entitled to such exculpation, indemnification and advancement of expenses and indemnification to the full fullest extent provided for under Newco'sof the Law. (a) Purchaser shall guarantee and stand surety for, and shall cause the Company's Company and its Subsidiaries to honor, in accordance with their respective terms, each of the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closingcovenants contained in this Section 6.2. (b) In addition If Purchaser, the Company, the Company’s Subsidiaries or any of their successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provisions shall be made so that the other rights provided for successors and assigns of Purchaser, the Company, the Company’s Subsidiaries or any of their successors or assigns assumes all of the obligations set forth in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)6.2.

Director and Officer Liability and Indemnification. (a) Prior to or simultaneously with the Closing, the Company shall, or shall cause the Surviving Corporation to purchase from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance a prepaid insurance policy (i.e., “tail coverage”) which provides liability insurance coverage for the individuals who were officers, directors and similar functionaries of the Company and its Subsidiaries at or prior to the Effective Time on no less favorable terms (including in amount and scope) as the policy or policies presently maintained by the Company and its Subsidiaries for the benefit of such individuals for an aggregate period of not less than six (6) years with respect to claims arising from acts, events or omissions that occurred at or prior to the Closing, including with respect to the transactions contemplated by this Agreement; provided, that, 50% of the cost of such policy shall be borne by the Purchaser and 50% of the cost of such policy shall be borne by the Company (which amount, if unpaid at Closing, shall be a Transaction Expense); provided, further, that, the aggregate price of such insurance policy shall not exceed Thirty Thousand Dollars ($30,000.00). (b) For a period of six (6) years after the Closing, Buyer the Purchaser shall not, and shall ensure that Newco, not permit the Company and the Sold Surviving Corporation or any of its Subsidiaries do notto, amend, repeal or otherwise modify any provision in Newco's, the Company's Surviving Corporation’s or the Sold any of its Subsidiaries' ’ certificate or articles of incorporation or bylaws (or equivalent governing documents) relating to the exculpationexculpation or indemnification of any officers, directors or similar functionaries (unless to provide for greater exculpation or indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by lawLaw), it being the intent of the parties hereto that the officers current and former officers, directors and similar functionaries of Newco, the Company and the Sold its Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, exculpation and indemnification and (including with respect to advancement of expenses expenses) to the full extent provided for under Newco's, of the Company's Law. The Purchaser agrees and acknowledges that this Section 8.03 shall be binding on the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the ClosingPurchaser’s successors and assigns. (bc) In addition If the Surviving Corporation, its Subsidiaries or any of their respective successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the other rights provided for successors and assigns of the Surviving Corporation and its Subsidiaries shall assume all of the obligations set forth in this Section 7.06 and not 8.03. (d) Notwithstanding anything in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, this Agreement to the fullest extent permitted under the certificate of incorporationcontrary, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from if any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit suit, proceeding or proceedinginvestigation (whether arising before, whether criminalat or after the Closing Date) is made against any individuals who were officers, civil, administrative directors or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer similar functionaries of Newco, the Company or its Subsidiaries at or prior to the Sold Subsidiaries Effective Time or any other party covered by directors’ and arising out of acts or omissions occurring officers’ liability insurance, on or prior to the Closing sixth (including 6th) anniversary of the Effective Time, the provisions of this Section 8.03 shall continue in respect of acts or omissions in connection with this Agreement and effect until the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense final disposition of such claim, action, suit, proceeding or investigation. (e) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person The obligations under this Section 8.03 shall not be terminated or modified in such a manner as to affect adversely any indemnitee to whom D&O Expenses are to this Section 8.03 applies without the consent (which shall not be advanced provides an undertaking to repay unreasonably withheld) of such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnificationaffected indemnitee. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes The provisions of this Section 7.06(b8.03 are intended for the benefit of, and will be enforceable by (as express third party beneficiaries), "D&O Expenses" means attorneys' fees each current and all former officer, director or similar functionary of the Company and its Subsidiaries and his or her heirs and representatives, heirs, successors and assigns and are in addition to, and not in substitution for, any other costs, charges and expenses paid rights to indemnification or incurred in connection with investigating, defending, being a witness in contribution that any such person may have had by contract or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)otherwise.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, Buyer shall not, and shall ensure that Newco, the Company and the Sold Subsidiaries do not, amend, repeal or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by law), it being the intent of the parties Parent agrees that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior rights to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided exculpation from liability for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing Date now existing in favor of the current or former directors, managers or officers of the Entities (including “Covered Persons”), at the levels provided in the respective certificates of incorporation or bylaws (or equivalent constituent documents) as of immediately prior or the Closing, shall survive the Closing Date and shall continue in full force and effect in accordance with their respective terms for a period of not less than six (6) years after the Closing Date. Notwithstanding the foregoing, the obligations of Parent and the Surviving Corporation, or their respective successors, shall be subject to any limitation imposed by applicable Legal Requirements and shall not be deemed to release any Covered Person from his or her obligations pursuant to any Collateral Agreement. No Covered Person has any right of contribution, indemnification or right of advancement from Parent, Surviving Corporation or any of their successors with respect to any Damages claimed by any of acts the Parent Indemnified Parties against such Covered Person in his or omissions in connection with her capacity as a Stockholder pursuant to this Agreement or any Collateral Agreement. (b) Prior to or simultaneously with the Closing, Parent shall purchase a prepaid insurance policy (i.e., “tail coverage”) which provides “directors and officers” insurance coverage for a period of six (6) years for each of the transactions contemplated thereby) individuals who were officers, directors, managers or similar functionaries of any of the Entities at or prior to the Closing Date (a "such policy the “D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements thereforTail Policy”); provided, however, that the total cost of the D&O Indemnified Person Tail Policy to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is Parent shall not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)exceed $75,000.

Director and Officer Liability and Indemnification. (a) For To the fullest extent permitted by applicable Law, Parent shall, and shall cause the Surviving Corporation and each of its Subsidiaries to, honor all of the Surviving Corporation’s and each of its Subsidiaries’ respective obligations to indemnify (including any obligations to advance funds for expenses) the current or former directors or officers (or persons holding similar positions) of any Company Entity currently indemnified by the Company or any of its Subsidiaries (collectively, the “Covered Persons”) for acts or omissions by such Covered Persons occurring prior to the Closing to the extent that such obligations of the Surviving Corporation or any of its Subsidiaries exist on the date of this Agreement, whether pursuant to Organizational Documents or any indemnity or indemnification agreements set forth on Schedule 6.2(a), and such obligations shall survive the Closing and shall continue in full force and effect in accordance with the terms of the Organizational Documents of the Surviving Corporation or any of its Subsidiaries, as the case may be, and such board (or similar governing body) resolutions or indemnity or indemnification agreements from the Closing until the expiration of the applicable statute of limitations with respect to any claims against such Covered Persons arising out of such acts or omissions. Unless required by applicable Law, for a period of six (6) years after from the Closing, Buyer shall not, and shall ensure that Newco, the Organizational Documents of the Company and Entities following the Sold Subsidiaries do not, amend, repeal or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating Closing shall contain provisions with respect to indemnification that are at least as favorable to the exculpation, indemnification or advancement of expenses of any officers and directors Covered Persons as those contained in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by law), it being the intent Organizational Documents of the parties that Company Entities as in effect on the officers and directors date of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closingthis Agreement. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after As of the Closing, Buyer the Company will obtain a six (6) year extended reporting period endorsement under the existing directors’ and officers’ liability insurance policies of such Person(s) (the “D&O Insurance”), providing that such endorsement shall extend the directors’ and officers’ liability coverage in force as of the date hereof for a period of six (6) years from the Closing for any claims arising from events which occurred prior to the Closing. All fees and costs associated with the Company obtaining the D&O Insurance shall be included in the Company Transaction Expenses. Parent shall, and shall cause Newco, the Surviving Corporation and the other applicable Subsidiaries of the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, upon the request of the Company or Equityholder Representative, make any claim for coverage under any such policy and take any action reasonably requested by the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below)Company Equityholder Representative to obtain reimbursement for damages, losses, charges, liabilities, claims, damagesdemands, judgments actions, suits, judgments, settlements, costs and expenses (including reasonable attorneys’ fees and disbursements) under any such policy or amounts paid to otherwise enforce any such policy or any provision thereof, (ii) promptly inform the Company Equityholder Representative of any communication received by Parent, any Company Entity thereof from, or given by Parent, any Company Entity to, any Person issuing any such insurance policy, (iii) permit the Company Equityholder Representative to review any written communication from any such insurance provider and permit the Company Equityholder Representative to review, before submission, any written communication to such insurance provider, (iv) consult with the Company Equityholder Representative in settlement advance of any meeting or conference with such insurance provider and, to the extent permitted by such insurance provider, give the Company Equityholder Representative the opportunity to attend and participate, and (collectivelyv) upon the Company Equityholder Representative’s reasonable request, "D&O Costs"promptly furnish to the Company Equityholder Representative certificates of insurance evidencing such policy. (c) The provisions of this Section 6.2 are (i) intended to be for the benefit of, and shall be enforceable by, each Covered Person and each other Person entitled to indemnification under this Section 6.2, and each such Person’s heirs, legatees, representatives, successors and assigns, it being expressly agreed that such Persons shall be third party beneficiaries of this Section 6.2, and (ii) in respect addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise. If Parent or its successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or Surviving Corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any ThreatenedPerson, pending or completed claimthen, actionand in each such case, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating proper provisions shall be made so that the successors and assigns of Parent shall assume all of the obligations of Parent set forth in this Section 6.2. (d) Notwithstanding anything herein to the fact that such contrary, if any Action (whether arising before, at or after the Closing Date) is brought against any Covered Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the sixth (6th) anniversary of the Closing (including in respect of acts or omissions in connection with this Agreement and Date, the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes provisions of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred 6.2 shall continue in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to effect until the extent final disposition of such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)Action.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the ClosingClosing Date, Buyer the Purchaser shall not, and shall ensure that Newco, not permit the Company and the Sold or its Subsidiaries do notto, amend, repeal or otherwise modify any provision in Newco's, the Company's ’s or the Sold its Subsidiaries' ’ certificate of incorporation formation, certification of incorporation, articles of incorporation, operating agreement, bylaws, or bylaws equivalent governing documents relating to the exculpation, exculpation or indemnification or advancement of expenses (including fee advancement) of any officers and officers, employees and/or directors in any way that diminishes or adversely affects (the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date “Indemnified Persons”) (unless required by lawLaw), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") Persons shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses (including fee advancement) to the full extent provided for thereunder in accordance with applicable Law. Purchaser shall, and shall cause the Company and its Subsidiaries to, honor and perform under Newco's, all indemnification obligations owed to any of the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the ClosingIndemnified Persons thereunder. (b) In addition Prior to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after or at the Closing, Buyer shall, and shall cause Newco, the Company shall purchase a prepaid insurance policy (i.e., “tail coverage”) which policy provides liability insurance coverage for the Indemnified Persons on terms (x) no less favorable terms (including in amount and scope) as the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to policy or policies maintained by the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, NewcoSeller, the Company or its Subsidiaries immediately prior to the Sold SubsidiariesClosing and (y) acceptable to Purchaser in its reasonable discretion, for the D&O benefit of such Indemnified Persons against for an aggregate period of not less than six years with respect to claims arising from acts, events or omissions that occurred at or prior to the Closing, including with respect to the transactions contemplated by this Agreement. Such policy shall be from an insurance carrier with the same or better credit rating as the Company’s or its Subsidiaries’ current insurance carrier with respect to directors’ and officers’ liability insurance. For the avoidance of doubt, all D&O Expenses costs and expenses incurred by the Company in connection with obtaining tail coverage which remain unpaid as of the Closing shall be included in Transaction Expenses. (as defined below)c) If the Company, lossesits Subsidiaries or any of their respective successors or assigns (i) is to consolidate with or merges into any other Person and will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) is to transfer all or substantially all of its properties and assets to any Person, claimsthen, damagesand in each such case, judgments proper provisions shall be made so that the successors and assigns of the Company and its Subsidiaries shall assume all of the obligations set forth in this Section 9.03. The provisions of this Section 9.03 are intended for the benefit of, and will be enforceable by, each Indemnified Person and his or amounts paid her heirs and representatives, and are in settlement addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have had by contract or otherwise. (collectivelyd) Notwithstanding anything herein to the contrary, "D&O Costs") in respect of if any Threatened, pending or completed claim, action, suit suit, proceeding or proceedinginvestigation (whether arising before, whether criminalat or after the Closing Date) is made against any Indemnified Person or any other party covered by directors’ and officers’ liability insurance, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the sixth anniversary of the Closing (including Date, the provisions of this Section 9.03 shall continue in respect of acts or omissions in connection with this Agreement and effect until the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense final disposition of such claim) promptly after receipt of reasonably detailed statements therefor; provided, howeveraction, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of suit, proceeding or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)investigation.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the ClosingClosing Date, Buyer the Purchaser shall not, and shall ensure that Newco, not permit the Company and the Sold Surviving Corporation or its Subsidiaries do notto, amend, repeal or otherwise modify any provision in Newco's, the Company's ’s or the Sold its Subsidiaries' ’ certificate of incorporation formation, certification of incorporation, articles of incorporation, operating agreement, bylaws, or bylaws equivalent governing documents relating to the exculpation, exculpation or indemnification or advancement of expenses (including fee advancement) of any officers and and/or directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by lawLaw), it being the intent of the parties that the officers and directors each present (as of Newco, the Company and the Sold Subsidiaries who were officers and directors immediately prior to the Closing Closing) officer, director, employee, manager, managing member, member, fiduciary or agent of the Company or any of its Subsidiaries (each, a "D&O an “Indemnified Person"”) shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses (including fee advancement) to the full extent provided for of the Law. Purchaser shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor and perform under Newco's, all indemnification obligations owed to any of the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the ClosingIndemnified Persons. (b) In addition Prior to or on the Closing Date, the Company (at the Purchaser’s expense), shall purchase a prepaid insurance policy (i.e., “tail coverage”) which policy provides liability insurance coverage for the individuals who were officers and directors of the Company and its Subsidiaries at or prior to the Closing Date on no less favorable terms (including in amount and scope) as the policy or policies maintained by the Company or its Subsidiaries immediately prior to the Closing for the benefit of such individuals for an aggregate period of not less than six (6) years with respect to claims arising from acts, events or omissions that occurred at or prior to the Closing, including with respect to the transactions contemplated by this Agreement. Such policy shall be from an insurance carrier with the same or better credit rating as the Company’s or its Subsidiaries’ current insurance carrier with respect to directors’ and officers’ liability insurance. (c) If the Surviving Corporation, its Subsidiaries or any of their respective successors or assigns (i) is to consolidate with or merge into any other rights provided for Person and will not be the continuing or the Surviving Corporation or entity of such consolidation or merger or (ii) is to transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of the Surviving Corporation and its Subsidiaries shall assume all of the obligations set forth in this Section 7.06 7.04. The provisions of this Section 7.04 are intended for the benefit of, and will be enforceable by, each Indemnified Person and the individuals who were officers and directors of the Company at or prior to the Closing Date and his or her heirs and representatives, and are in addition to, and not in limitation thereofsubstitution for, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries any other rights to indemnification or contribution that any such person may have had by contract or otherwise. (each, a "D&O Indemnifying Party"d) to, Notwithstanding anything herein to the fullest extent permitted under the certificate of incorporationcontrary, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from if any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit suit, proceeding or proceedinginvestigation (whether arising before, whether criminalat or after the Closing Date) is made against any Indemnified Person or any other party covered by directors’ and officers’ liability insurance, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the sixth anniversary of the Closing (including Date, the provisions of this Section 7.04 shall continue in respect of acts or omissions in connection with this Agreement and effect until the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense final disposition of such claim) promptly after receipt of reasonably detailed statements therefor; provided, howeveraction, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of suit, proceeding or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)investigation.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after Parent and Merger Sub agree that all rights to indemnification, advancement or exculpation existing on the Closing, Buyer shall not, and shall ensure that Newco, the Company and the Sold Subsidiaries do not, amend, repeal or modify any provision date hereof in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating to the exculpation, indemnification or advancement of expenses favor of any officers and directors of the Company or its Subsidiaries (each, a “Indemnified Person”), as provided in the Company’s and any way that diminishes of its Subsidiaries’ respective certificates of incorporation, bylaws or adversely affects equivalent governing documents or otherwise as in effect as of the exculpationdate hereof, indemnification shall, with respect to acts or advancement of expenses provided therein as it applies to any Persons serving in such capacity omissions occurring on or prior to the Closing Date (unless required by law)Closing, survive the Merger, it being the intent of the parties that the officers and directors each Indemnified Person of Newco, the Company and the Sold its Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall will continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, of the Company's and the Sold Subsidiaries' certificate law. For a period of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and six years after the Closing, Buyer shall, and Parent shall cause Newcothe governing documents of the Surviving Corporation and its Subsidiaries, or any successor to the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") toSurviving Corporation or any of its Subsidiaries, to contain provisions that are no less favorable with respect to indemnification, advancement of costs and exculpation of the fullest extent permitted under the certificate of incorporationIndemnified Persons, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability with respect to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing, as are set forth in the applicable governing documents of the Company and its Subsidiaries on the date of this Agreement. (b) Immediately following the Closing, Parent will, or will cause the Surviving Corporation to, obtain, maintain and fully pay for irrevocable “tail” insurance policies naming the Indemnified Persons as direct beneficiaries with a claims period of at least six years from the Closing Date from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ liability insurance in an amount and scope at least as favorable as the Company’s existing policies with respect to matters existing or occurring at or prior to the Closing Date. Parent will not, and will cause the Surviving Corporation to not, cancel or change such insurance policies in any respect. (including c) If Representative or the Company receives any refund in respect of acts the Company’s director and officer insurance existing as of the date hereof, such refund shall be paid to Parent as of the Closing and shall not be deemed to be Cash on Hand. (d) In the event that all or omissions substantially all of the assets of the Surviving Corporation are sold, whether in connection with this Agreement one transaction or a series of transactions, then Parent and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") Surviving Corporation will, and (ii) advance to in each such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; providedcase, however, ensure that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnificationsuccessors and assigns of the Surviving Corporation assume the obligations set forth in this Section 6.02. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes The provisions of this Section 7.06(b), "D&O Expenses" means attorneys' fees 6.02(d) will apply to all of the successors and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to assigns of the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)Surviving Corporation.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the ClosingEffective Time, Buyer Parent shall not, and shall ensure that Newco, not permit the Company and the Sold Subsidiaries do notSurviving Corporation or any of its subsidiaries to, amend, repeal or modify any provision in Newco's, the Company's Surviving Corporation’s or the Sold Subsidiaries' any such subsidiary’s certificate or articles of incorporation or bylaws (or other organizational documents), in effect as of the date hereof, relating to the exculpation, exculpation or indemnification or advancement of expenses of any officers and directors in directors, officers, employees, agents or managers of the Company or any way that diminishes or adversely affects of the exculpationSubsidiaries (collectively, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by law“Company Indemnified Parties”), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") Parties shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses to the full extent provided for under Newco'sof the Law. From and after the Effective Time, (i) Parent shall not, and shall not permit the Surviving Corporation or any of its subsidiaries to, terminate, amend or modify any agreement or contract in effect as of the date hereof between the Company or the Subsidiaries, on the one hand, and any Company Indemnified Party, on the other hand, relating to the exculpation or indemnification of any Company Indemnified Party (including, without limitation, the Company's Indemnification Agreements set forth on Schedule 4.14(a)) and (ii) Parent shall, and shall cause the Sold Subsidiaries' certificate of incorporationSurviving Corporation and its subsidiaries to, bylaws fully observe, comply with and perform all covenants and obligations under any agreement or other applicable organizational documents as of immediately prior contract referred to the Closingunder subclause (i). (b) In addition For a period of six (6) years after the Effective Time, Parent shall, or shall cause the Surviving Corporation and its subsidiaries to, maintain director and officer liability insurance covering the Company Indemnified Parties with terms and coverage comparable to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws policy or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, policies maintained by the Company or the Sold Subsidiaries) Subsidiaries as of the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to date hereof for the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense benefit of such claim) promptly after receipt of reasonably detailed statements thereforindividuals; provided, however, that in no event shall Parent be required to expend in any one year an amount in excess of two hundred percent (200%) of the D&O Indemnified Person annual premiums currently paid by the Company or any such Subsidiary for such insurance; provided, further, that if the annual premiums of such insurance coverage exceed two hundred percent (200%) of the annual premiums currently paid by the Company or any such Subsidiary for such insurance, Parent shall be obligated to whom D&O Expenses are to be advanced provides an undertaking to repay obtain a policy with the greatest coverage available for a cost not exceeding such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed amount. (c) The rights and remedies of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes beneficiaries of this Section 7.06(b7.18 shall be cumulative (and not in the alternative). (d) Parent hereby unconditionally and irrevocably guarantees the fulfillment of all obligations of the Surviving Corporation under this Section 7.18, "D&O Expenses" means attorneys' fees including the payment of all amounts due, and shall be primarily responsible for all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely such obligations to the extent the Surviving Corporation fails to perform the same. With respect to such amounts would guaranty, Parent waives any and all defenses specifically available to a guarantor and waives any notices. In the event that after the Effective Time, Parent or the Surviving Corporation, or their respective successors or assigns, (i) consolidates with or merges into any other Person and shall not be subject the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to indemnificationany Person, reimbursement then, and in each case, proper provision shall be made so that the successors and assigns of Parent or advancement the Surviving Corporation, as the case may be, honor the indemnification and other obligations of such Persons, including under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)this Section 7.18.

Director and Officer Liability and Indemnification. (a) 1. For a period of six five years after the Closing, Buyer shall cause the Company and its Subsidiaries to continue to indemnify and hold harmless each present and former director (6or member of the management committee or similar governing body) and officer of the Company and its Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities of any nature whatsoever, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent of the law provided under the Company’s or such Subsidiary’s certificate or articles of incorporation or bylaws (or other organizational documents) in effect on the date hereof or to the fullest extent permitted by law. 2. For a period of five years after the Closing, Buyer shall not, and shall ensure that Newco, not permit the Company and the Sold or any of its Subsidiaries do notto, amend, repeal or modify any provision in Newco's, the Company's ’s or the Sold Subsidiaries' such Subsidiary’s certificate or articles of incorporation or bylaws (or other organizational documents) relating to the exculpation, exculpation or indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects members of the exculpation, indemnification management committee or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date similar governing body (unless required by law), it being the intent of the parties that the officers and directors (or members of Newco, the management committee or similar governing body) of the Company and the Sold its Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses to the full extent provided of the law. 3. The Company shall choose and obtain at Closing, at Buyer’s expense, a prepaid policy or policies (i.e., “tail coverage”) which policy or policies provide those Persons who are currently covered by the Company or its Subsidiaries’ directors’ and officers’ liability insurance policies (copies of which have been heretofore made available by the Company to Buyer and its agents and representatives) with coverage in amount and scope at least as favorable as the Company’s existing coverage for under Newco'san aggregate period of not less than five years with respect to claims arising from facts or events that occurred on or before the Closing Date, including with respect to the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in subsections 1 and 2 of this Section VII.B or in the organizational documents of the Company and its Subsidiaries, the Company's ’s and its Subsidiaries’ obligations to indemnify the Sold Subsidiaries' certificate of incorporation, bylaws Sellers pursuant to Section VII.B or other applicable the organizational documents as of immediately prior the Company and its Subsidiaries shall be limited to the Closing. (b) In addition to insurance proceeds of the other rights provided for tail coverage described in this Section 7.06 and not in limitation thereof, from and VII.B.3. 4. In the event that after the ClosingClosing Date, Buyer shallor the Company, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documentstheir respective successors or assigns, (i) indemnify consolidates with or merges into any other Person and hold harmless (and release from any liability to Buyer, Newco, shall not be the Company continuing or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments surviving corporation or amounts paid entity in settlement (collectively, "D&O Costs") in respect of any Threatened, pending such consolidation or completed claim, action, suit merger or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance transfers all or substantially all of its properties and assets to such D&O Indemnified Persons all D&O Expenses incurred any Person, then, and in connection with any D&O Indemnifiable Claim (including in circumstances where each case, proper provision shall be made so that the D&O Indemnifying Party has assumed successors and assigns of Buyer or the defense Company, as the case may be, honor the indemnification and other obligations of such claim) promptly after receipt of reasonably detailed statements therefor; providedPersons, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of including under this Section 7.06(bVII.B.4. 5. Nothing in this Section 7.02 shall be construed to provide any Seller with a claim for indemnification against the Company with regard to any matter as to which the Sellers would be liable to indemnify Buyer hereunder (determined without regard to baskets, caps or survival periods), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection each Seller hereby waives any right to indemnification with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)respect thereto.

Director and Officer Liability and Indemnification. (a) For a the six-year period of six (6) years after immediately following the Closing, Buyer the Purchaser shall not, and shall ensure that Newco, not permit the Company and the Sold Surviving Corporation or any of its Subsidiaries do notto, amend, repeal or otherwise modify any provision in Newco's, the Company's Surviving Corporation’s or the Sold any of its Subsidiaries' ’ certificate or articles of incorporation or bylaws (or equivalent governing document) relating to the exculpation, indemnification or advancement of expenses of any current or former officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required to do so by law), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") such Persons shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent of the law and as otherwise provided for under Newco'sin the provisions of such documents. In addition, the Purchaser shall cause the Surviving Corporation to maintain in effect for the duration of the period of six (6) years commencing on the Closing Date directors’ and officers’ liability insurance covering those persons who are currently covered by the Company’s or its Subsidiaries’ liability insurance policies with respect to directors and officers with coverage limits not lower in any respect than, and otherwise on terms no less favorable to the insured parties than, the Company's and ’s or its Subsidiaries’ insurance coverage as in effect on the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefordate hereof; provided, however, that this Section 7.03 shall be deemed to have been satisfied if a prepaid policy or policies (i.e., “tail coverage”) have been obtained by the D&O Indemnified Person Company which policy or policies provide directors and officers with the coverage described in this Section 7.03 for an aggregate period of not less than six (6) years with respect to whom D&O Expenses are claims arising from acts, events or omissions that occurred at or prior to be advanced provides an undertaking the Closing, including with respect to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnificationthe transactions contemplated by this Agreement. Any D&O Indemnifiable Claims prepaid premiums with respect to such “tail coverage” shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being be included as a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)Transaction Expense.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the ClosingClosing Date, Buyer the Purchaser shall not, not and shall ensure that Newco, not permit the Company and the Sold or its Subsidiaries do not, to amend, repeal or otherwise modify any provision in Newco's, the Company's or the Sold its Subsidiaries' certificate of incorporation formation, certification of incorporation, articles of incorporation, operating agreement, bylaws, or bylaws equivalent governing documents relating to the exculpation, exculpation or indemnification or advancement of expenses (including fee advancement) of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Indemnified Persons serving in such capacity prior to the Closing Date (unless required by lawLaw), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") Persons shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses (including fee advancement) to the full extent provided for of the Law. The Purchaser shall, and shall cause the Company and its Subsidiaries to, honor and perform under Newco's, all indemnification obligations owed to any of the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the ClosingIndemnified Persons. (b) In addition Prior to or at the Closing, the Company shall purchase a prepaid insurance policy (i.e., "tail coverage") which policy provides liability insurance coverage for the individuals who were officers and directors of the Company and its Subsidiaries at any time prior to the Closing Date (the "Indemnified Persons") on no less favorable terms (including in amount and scope) as the policy or policies maintained by the Company or its Subsidiaries immediately prior to the Closing for the benefit of such individuals for an aggregate period of not less than six (6) years with respect to claims arising from acts, events or omissions that occurred at or prior to the Closing, including with respect to the transactions contemplated by this Agreement. The cost of such policy shall be borne by the Purchaser. Such policy shall be from an insurance carrier with the same or better credit rating as the Company's or its Subsidiaries' current insurance carrier with respect to directors' and officers' liability insurance. (c) If the Company, its Subsidiaries or any of their respective successors or assigns (i) is to consolidate with or merges into any other rights provided for Person and will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) is to transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of the Company and its Subsidiaries shall assume all of the obligations set forth in this Section 7.06 9.02. The provisions of this Section 9.02 are intended for the benefit of, and will be enforceable by, each Indemnified Person and his or her heirs and representatives, and are in addition to, and not in limitation thereofsubstitution for, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries any other rights to indemnification or contribution that any such person may have had by contract or otherwise. (each, a "D&O Indemnifying Party"d) to, Notwithstanding anything herein to the fullest extent permitted under the certificate of incorporationcontrary, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from if any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit suit, proceeding or proceedinginvestigation (whether arising before, whether criminalat or after the Closing Date) is made against any Indemnified Person or any other party covered by directors' and officers' liability insurance, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the sixth anniversary of the Closing (including Date, the provisions of Section 9.02(a) shall continue in respect of acts or omissions in connection with this Agreement and effect until the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense final disposition of such claim) promptly after receipt of reasonably detailed statements therefor; provided, howeveraction, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of suit, proceeding or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)investigation.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, Buyer the Organizational Documents of the Relevant Entities shall not, and shall ensure that Newco, contain provisions no less favorable than those existing as of the Company and the Sold Subsidiaries do not, amend, repeal or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating date hereof with respect to the exculpation, indemnification or advancement of expenses of any officers current and directors in former officers, directors, managers or direct or indirect equity holders of any way that diminishes or adversely affects the exculpationRelevant Entity (each, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date a “D&O Indemnified Person”) (unless required by lawLaw), it being the intent of the parties Parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall Persons will continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco'sof the Law; provided, that D&O Indemnified Persons shall not include the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the ClosingD&O Indemnity Excluded Persons. (b) In addition Buyer will, or will cause the Relevant Entities to, at Buyer’s expense, at the Closing, obtain and fully pay for, and following the Closing maintain in effect, irrevocable “tail” insurance policies naming the D&O Indemnified Persons as direct beneficiaries (with respect to matters existing or occurring at or prior to the other rights provided Closing) with a coverage period of at least six (6) years from the Closing Date from an insurance carrier with the same or better credit rating as the Relevant Entities’ current insurance carrier with respect to directors’ and officers’ liability insurance in an amount and scope of coverage at least as favorable as the Relevant Entities’ existing policies (the “Tail Policy”); provided, however, that Buyer shall not be obligated to pay for the excess, if any, of the cost of such Tail Policy and $165,000 (the “D&O Premium Cap”); provided, further, that, to the extent Buyer is unable to procure a Tail Policy at a price below the D&O Premium Cap, Buyer shall not be obligated to obtain such Tail Policy unless Seller pays for the cost thereof in excess of the D&O Premium Cap. Buyer will not, and will cause the Relevant Entities not to, cancel or change such insurance policies in any respect. Buyer will make available to Seller and any D&O Indemnified Person, upon request, proof of compliance with this Section 7.06 7.02(b). (c) Buyer hereby acknowledges (on behalf of itself and not in limitation thereofits Affiliates, including the Relevant Entities from and after the Closing) that the D&O Indemnified Persons may have certain rights to indemnification, advancement of expenses and/or insurance provided by current direct or indirect equity holders, members or other Affiliates of Seller or its respective direct or indirect equity holders (“Indemnitee Affiliates”) separate from the obligations of Buyer, the Relevant Entities hereunder. The Parties agree that, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify Buyer and hold harmless the Relevant Entities are the indemnitors of first resort (i.e., their obligations to the D&O Indemnified Persons are primary and any obligation of any Indemnitee Affiliate to advance expenses or to provide indemnification or insurance for the same expenses or liabilities incurred by the D&O Indemnified Persons are secondary), (ii) Buyer and the Relevant Entities will be required to advance the full amount of expenses incurred by the D&O Indemnified Persons and will be liable for the full amount of all fees, costs, expenses, judgments, penalties, interest, fines and amounts paid in settlement to the extent legally permitted, without regard to any rights the D&O Indemnified Persons may have against any Indemnitee Affiliate, and (iii) the Parties (on behalf of themselves and their respective Subsidiaries) irrevocably waive, relinquish and release the Indemnitee Affiliates from any liability and all claims against the Indemnitee Affiliates for contribution, subrogation or any other recovery of any kind in respect thereof. (d) In the event that all or substantially all of the equity or assets of any Relevant Entity are sold, or any Relevant Entity merges or otherwise combines with another Person, in each case whether in one transaction or a series of transactions, then Buyer and the Relevant Entity will, in each such case, ensure that the successors and assigns of the Relevant Entity, as applicable, assume the obligations set forth in this Section 7.02. The provisions of this Section 7.02(d) will apply to all of the successors and assigns of the Relevant Entities. (e) Notwithstanding anything to the contrary, no D&O Indemnified Person shall have rights with respect to advancement, indemnification, contribution or other recovery of any kind from the Buyer, Newco, the Company or the Sold Subsidiariesany Relevant Entity for any matter which (i) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions claim in connection with or arising under this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and or (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled has committed fraud with respect to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgmentsthe representations and warranties contained in this Agreement (including, orderswithout limitation, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges costs and expenses paid or incurred in connection of defending any claims with investigating, defending, being a witness in or participating in (including on appeal), or preparing respect to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costsmatter).

Director and Officer Liability and Indemnification. (a) For a period of six (6) years from and after the Closing, Buyer (i) to the fullest extent permitted by Law, all rights to indemnification, as provided in the Company’s Organizational Documents in effect on the Closing Date, in favor of the officers and directors of the Company who were officers and directors prior to the Closing (each, a “D&O Indemnified Person”) with respect to their activities on behalf of the Company in their capacities as such prior to the Closing, shall survive the Closing and shall continue in full force and effect for such period, and (ii) Parent shall not, and shall ensure that Newco, the Company and the Sold Subsidiaries do does not, amend, alter, repeal or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws ’s Organizational Documents relating to the exculpation, exculpation or indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses exculpation provided therein as it applies (except to the extent required by applicable Law) (the “D&O Indemnification Rights”); provided, that with respect to any claim for indemnification by any Parent Indemnified Parties under Article XI of this Agreement or other claims arising under this Agreement (the “Agreement Claims”), the D&O Indemnified Persons serving shall only be entitled to the D&O Indemnification Rights to the extent necessary to receive and maintain coverage under the Tail Policy and shall not otherwise be entitled to make any claim for indemnification for the Agreement Claims against any of Parent, the Company or any of their Affiliates by reason of the fact that such person was an employee, agent, director, manager and/or officer of the Company. Notwithstanding the foregoing, or anything else to the contrary set forth herein, in no event will the Company be responsible for any indemnification, hold harmless obligation, exculpation or other payment or reimbursement to any D&O Indemnified Person if and to the extent such capacity amount is not payable pursuant to the Tail Policy (whether as a result of the scope of coverage provided thereunder, application of applicable deductibles thereunder, or the exhaustion of applicable policy limits). (b) At the Closing, Parent shall, or shall cause the Company to, obtain, maintain and fully pay for irrevocable “tail” insurance policies naming the D&O Indemnified Persons as direct beneficiaries, with a claims period of at least six (6) years from the Closing Date, in an amount and scope at least as favorable, in the aggregate, as the Company’s existing policies, with respect to matters existing, occurring or arising at or prior to the Closing Date (unless required by lawthe “Tail Policy”), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") . Parent shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shallnot, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") not to, to cancel or change the fullest extent permitted under Tail Policy in any material respect until the certificate sixth (6th) anniversary of incorporation, bylaws or other applicable organizational documents, the Closing Date. (ic) indemnify and hold harmless (and release from any liability to Buyer, NewcoIn the event Parent, the Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the Sold Subsidiariescontinuing or surviving corporation or entity in such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then and in either such case proper provision shall be made so that the successors and assigns of Parent or the Company, as the case may be, shall assume the obligations set forth in this Section 10.3. The provisions of this Section 10.3 shall survive the consummation of the Merger and are expressly intended to benefit each of the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)Persons.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the ClosingClosing Date, Buyer the Purchaser shall not, and shall ensure that Newco, not permit the Company and the Sold or its Subsidiaries do not, to amend, repeal or otherwise modify any provision in Newco's, the Company's ’s or the Sold its Subsidiaries' ’ certificate of incorporation formation, certification of incorporation, operating agreement, bylaws, or bylaws equivalent governing documents relating to the exculpation, exculpation or indemnification or advancement of expenses (including fee advancement) of any officers and and/or directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by lawLaw), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold its Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses (including fee advancement) to the full extent provided for of the Law. Purchaser shall, and shall cause the Company and its Subsidiaries to, honor and perform under Newco's, all indemnification obligations owed to any of the Company's and individuals who were officers and/or directors of the Sold Subsidiaries' certificate of incorporation, bylaws Company or other applicable organizational documents as of immediately its Subsidiaries at or prior to the ClosingClosing Date and which were provided to the Purchaser and are listed on Schedule 7.02(a). (b) In addition Prior to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after or at the Closing, Buyer shallPurchaser shall purchase (or cause to be purchased) a prepaid insurance policy (i.e., “tail coverage”) which policy provides liability insurance coverage for the individuals who were officers and shall cause Newco, directors of the Company and the Sold its Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on at or prior to the Closing Date on no less favorable terms (including in amount and scope) as the policy or policies maintained by the Company or its Subsidiaries immediately prior to the Closing for the benefit of such individuals for an aggregate period of not less than six (6) years with respect of acts to claims arising from acts, events or omissions in connection that occurred at or prior to the Closing, including with this Agreement and respect to the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements thereforby this Agreement; provided, however, that Purchaser shall not be required to pay an aggregate annual premium for such insurance policy in excess of 300% of the D&O Indemnified annual premium paid by the Company for coverage for its last full fiscal year for such insurance. Such policy shall be from an insurance carrier with the same or better credit rating as the Company’s or its Subsidiaries’ current insurance carrier with respect to directors’ and officers’ liability insurance. (c) If the Company, its Subsidiaries or any of their respective successors or assigns (i) is to consolidate with or merges into any other Person and will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of their properties and assets to whom D&O Expenses are to any Person, then, and in each such case, proper provisions shall be advanced provides an undertaking to repay such advances if it is ultimately determined made so that such D&O Indemnified Person is not entitled to indemnificationthe successors and assigns of the Company and its Subsidiaries shall assume all of the obligations set forth in this Section 7.02. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes The provisions of this Section 7.06(b)7.02 are intended for the benefit of, "D&O Expenses" means attorneys' fees and all will be enforceable by, each current and former officer, director or similar functionary of the Company or its Subsidiaries and his or her heirs and representatives. The rights granted pursuant to this Section 7.02 are in addition to, and not in substitution for, any other costs, charges and expenses paid rights to indemnification or incurred in connection with investigating, defending, being a witness in contribution that any such person may have had by contract or participating in otherwise. (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely d) Notwithstanding anything herein to the extent contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Closing Date) is made against any individuals who were officers and directors of the Company and its Subsidiaries at or prior to the Closing Date or any other party covered by directors’ and officers’ liability insurance, on or prior to the sixth anniversary of the Closing Date, the provisions of this Section 7.02 shall continue in effect until the final disposition of such amounts would be subject to indemnificationclaim, reimbursement action, suit, proceeding or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)investigation.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the ClosingClosing Date, Buyer Purchaser shall not, and shall ensure that Newco, not permit the Company and the Sold Subsidiaries do notAcquired Entities to, amend, repeal or otherwise modify any provision in Newco's, the Company's Acquired Entities’ certificate or the Sold Subsidiaries' certificate articles of incorporation or formation or bylaws or operating agreement relating to the exculpation, exculpation or indemnification or advancement of expenses (including fee advancement) of any officers and and/or directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by lawLaw), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") Acquired Entities shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses (including fee advancement) to the full extent provided for of the Law. Purchaser shall, and shall cause the Acquired Entities’ to, honor and perform under Newco's, the Company's and the Sold Subsidiaries' all indemnification obligations (including under any certificate or articles of incorporation, incorporation or formation or bylaws or operating agreement, indemnification or other applicable organizational documents as similar agreements) to the current and former officers, directors or similar functionaries of immediately the Acquired Entities (the “Covered Persons”) at or prior to the Closing. (b) In addition to Without limiting the other rights provided provisions of Section 7.02(a), for in this Section 7.06 and not in limitation thereof, from and a period of six years after the ClosingClosing Date, Buyer the Acquired Entities shall, and Purchaser shall cause Newco, direct the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") Acquired Entities to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, : (i) indemnify and hold harmless (each Covered Person against and release from any liability to Buyercosts, Newcofees or expenses (including attorneys’ fees), the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below)judgments, fines, losses, claims, damages, judgments or liabilities and amounts paid in settlement (collectively, "D&O Costs") in respect of connection with any Threatened, pending or completed claim, action, suit suit, proceeding or proceedinginvestigation, whether civil, criminal, civil, administrative or investigative, based on or arising out or relating to the fact that extent such claim, action, suit, proceeding or investigation arises out of or pertains to: (A) any action or omission or alleged action or omission in such Covered Person’s capacity as such, or (B) this Agreement or any of the transactions contemplated hereby; and (ii) pay in advance of the final disposition of any such claim, action, suit, proceeding or investigation the expenses (including attorneys’ fees) of any Covered Person. Notwithstanding anything to the contrary contained in this Section 7.02 or elsewhere in this Agreement, neither Purchaser nor the Acquired Entities shall (and Purchaser shall direct the Acquired Entities not to) settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation of a Covered Person is for which indemnification may be sought under this Section 7.02(b) unless such settlement, compromise, consent or was a director or officer termination includes an unconditional release of Newco, the Company or the Sold Subsidiaries and such Covered Person from all liability arising out of acts such claim, action, suit, proceeding or omissions occurring investigation. (c) If an Acquired Entity or any of their respective successors or assigns (i) is to consolidate with, amalgamate with or merges into any other Person and, in the case of a consolidation or merger, will not be the continuing or surviving entity or entity of such consolidation or merger or (ii) is to transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of the applicable Acquired Entity shall assume all of the obligations set forth in this Section 7.02. The provisions of this Section 7.02 are intended for the benefit of, and will be enforceable by, each Covered Person and his or her heirs and representatives, and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (d) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Closing Date) is made against any individuals who were officers and directors of an Acquired Entity at or prior to the Closing Date or any other party covered by directors’ and officers’ liability insurance, on or prior to the sixth anniversary of the Closing (including Date, the provisions of this Section 7.02 shall continue in respect of acts or omissions in connection with this Agreement and effect until the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense final disposition of such claim) promptly after receipt of reasonably detailed statements therefor; provided, howeveraction, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of suit, proceeding or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)investigation.

Director and Officer Liability and Indemnification. (a) Parent and Merger Sub agree that all rights to indemnification, advancement of expenses and exculpation by each Acquired Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer, managing member, manager, director or equivalent Person of any Acquired Company (each, a “D&O Indemnified Party”) as provided in the Organizational Documents, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 3.09 of the Disclosure Schedules, shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim. (b) For a period of six (6) years after the Closing, Buyer Parent shall not, and shall ensure that Newco, not permit the Company and the Sold Surviving Corporation or any of its Subsidiaries do notto, amend, repeal or modify any provision in Newco'stheir respective certificate of incorporation, by-laws or other organizational documents (collectively, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws “Organizational Documents”) relating to the exculpationindemnification, indemnification exculpation or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date D&O Indemnified Parties (unless required by lawapplicable Law), it being the intent of the parties that the officers officers, managing members, managers, directors and directors equivalent Persons of Newco, the Company and its Subsidiaries and any other person who is entitled to indemnification under the Sold Organizational Documents of the Company and its Subsidiaries who were officers and directors as of the date of this Agreement, as applicable, that are no less favorable in the aggregate than the relevant provisions in place in such Organizational Documents as applicable immediately prior to the Closing (eachClosing, a "D&O Indemnified Person") and shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses to the full extent provided for under Newco'sof applicable Law. (c) Effective as of the Closing, the Company's Acquired Companies have obtained “tail” insurance policies with a claims period of at least six (6) years from the Effective Time with at least the same coverage and amount and containing terms and conditions that are not less advantageous to the Sold Subsidiaries' certificate D&O Indemnified Parties as the Acquired Companies’ existing policies with respect to claims arising out of incorporationor relating to events which occurred before or at the Effective Time (including in connection with the transactions contemplated by this Agreement) (the “D&O Tail Policy”). The Company shall bear the cost of the D&O Tail Policy, bylaws or other applicable organizational documents as of immediately and such costs, to the extent not paid prior to the Closing, shall be included in the determination of Transaction Expenses. During the term of the D&O Tail Policy, Parent shall not (and shall cause the Surviving Corporation not to) take any action following the Closing to cause the D&O Tail Policy to be cancelled or any provision therein to be amended or waived; provided, that neither Parent, the Surviving Corporation nor any Affiliate thereof shall be obligated to pay any premiums or other amounts in respect of such D&O Tail Policy. (bd) In addition the event that Parent, the Surviving Corporation, or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, honor the indemnification and other rights provided for obligations set forth in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate of incorporation, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)5.03.

Director and Officer Liability and Indemnification. The Investor hereby agrees to do the following: (a) For a period of six (6) years Upon and at all times after the ClosingClosing Date, Buyer the Certificate of Incorporation shall notcontain provisions that require the Company, subject to appropriate procedures, to indemnify the Company’s former and shall ensure that Newcopresent directors and executive officers (each, an “Indemnified Person”), in each case to the fullest extent permitted by applicable Law. (b) Prior to the Closing Date, the Company shall or, if the Company is unable to, the Investor shall, as of the Closing Date, obtain and fully pay the premium for the non-cancellable extension of the directors’ and officers ’ liability coverage of the Company’s existing directors’ and officers’ insurance policies and the Sold Subsidiaries do notCompany’s existing fiduciary liability insurance policies (collectively, amend“D&O Insurance”), repeal in each case for a claims reporting or modify any provision in Newco's, discovery period of at least six years from and after the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies Closing Date with respect to any Persons serving in such capacity claim related to any period or time at or prior to the Closing Date (unless required from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies; provided that the Company shall give the Investor a reasonable opportunity to participate in the selection of such tail policy and the Company shall give reasonable and good faith consideration to any comments made by law), it being the intent Investor with respect thereto. If the Company or the Investor for any reason fail to obtain such “tail” insurance policies as of the parties that the officers and directors of NewcoClosing Date, the Investor shall continue to maintain in effect, for a period of at least six years from and after the Closing Date, the D&O Insurance in place as of the date hereof with the Company’s current insurance carrier or with an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies as of the date hereof, or the Investor shall purchase from the Company’s current insurance carrier or from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance comparable D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are no less favorable than as provided in the Company’s existing policies as of the date hereof; provided that in no event shall the Investor be required to expend for such policies pursuant to this sentence an annual premium amount in excess of 200% of the amount per annum the Company paid in their last full fiscal year, which amount is set forth in Schedule 6.07; and provided further that if the Sold Subsidiaries who were officers and directors aggregate premiums of such insurance coverage exceed such amount, the Investor shall be obligated to obtain a policy with the greatest coverage available, with respect to matters occurring prior to the Closing (eachDate, for a "D&O Indemnified Person") shall continue to be entitled to cost not exceeding such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closingamount. (bc) In addition If the Investor or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the other rights provided for extent necessary, proper provision shall be made so that the successors and assigns of the Investor, as the case may be, shall assume the obligations set forth in this Section 7.06 and not 6.07. (d) The rights of each Indemnified Person under this Section 6.07 shall be in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, addition to the fullest extent permitted any rights such Person may have under the certificate of incorporation, bylaws incorporation or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, by-laws of the Company or the Sold any of its Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments under Delaware Law or amounts paid in settlement (collectively, "D&O Costs") in respect any other applicable Law or under any agreement of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Indemnified Person is or was a director or officer of Newco, with the Company or any of its Subsidiaries. These rights shall survive consummation of the Sold Subsidiaries and arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with transactions contemplated by this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") Transaction Documents, and (ii) advance are intended to such D&O benefit, and shall be enforceable by, each Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)Person.

Director and Officer Liability and Indemnification. (a) For a period of six three (63) years after the Closing, Buyer (i) Purchaser shall not, not and shall ensure that Newco, not permit the Company and the Sold or any of its Subsidiaries do not(or their successors as a result of any mergers) to, amend, repeal or modify any provision in Newco's, the Company's ’s or the Sold its Subsidiaries' certificate of incorporation or bylaws ’ governance documents relating to the exculpationexculpation or indemnification of former officers, indemnification directors or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date managers (unless required by law), it being the intent of the parties that the officers officers, directors and directors managers of Newco, the Company and the Sold its Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under the certificate law of its jurisdiction of formation or incorporation, bylaws and (ii) Purchaser shall cause the Company and its Subsidiaries (or other applicable organizational documentsits successors as a result of any mergers) to maintain adequate insurance, (i) indemnify with coverage equivalent to that currently directly or indirectly maintained for the Company’s and hold harmless (its Subsidiaries’ officers, directors and release from any managers, covering director and officer liability for actions taken by or omitted to Buyerbe taken by the officers, Newcodirectors and managers of the Company in their capacity as such prior to the Closing Date. The parties acknowledge that effective on the Closing Date, the Company converted its current directors’ and officers’ policy (and applied unused premiums thereunder) to purchase a single payment, run-off or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments “tail” insurance policy or amounts paid in settlement (collectively, "D&O Costs") in respect policies of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer directors’ and officers’ liability insurance covering current and former officers and directors of Newco, the Company and the Subsidiaries on terms and conditions, including limits, no less favorable in any material respect than their respective directors and officers liability insurance policy in effect on the date of this Agreement, such policy or policies to become effective at the Sold Subsidiaries Closing and remain in effect for a period of six (6) years after the Closing with respect to directors’ and officers’ liability for claims arising out of acts from facts or omissions occurring events that occurred on or prior to the Closing (including Closing. Effective upon the Closing, the Company, for itself and its Subsidiaries, hereby waives any claims that the Company or any Subsidiary currently has or, in respect the future, may have against any Seller, or employees or representatives of acts any Seller for any of such Person’s actions or omissions in connection with this Agreement and their capacities as officers or directors of the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with Company or any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)its Subsidiaries.

Director and Officer Liability and Indemnification. (a) For Without limiting any additional rights that any Person may have under any other agreement, from the Closing Date through the sixth anniversary of the date on which the Closing Date occurs, Buyer will indemnify and hold harmless each present (as of immediately prior to the Closing) and former officer, director, manager, employee, fiduciary or agent of any of the Company Entities, in each case, acting in the capacity as a period director or officer of six any of the Company Entities (6the “D&O Indemnified Parties”) years to the same extent such persons are currently indemnified by the applicable Company Entity pursuant to such Company Entity’s Organizational Documents against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any Proceeding arising out of or relating to (i) the fact that the D&O Indemnified Party is or was an officer or director of a Company Entity, or otherwise acting in the capacity as a director or officer of a Company Entity, or (ii) matters existing or occurring on or prior to the Closing Date (including this Agreement and the transactions and actions contemplated by this Agreement) related to such person’s conduct as an officer or director of a Company Entity, or otherwise acting in the capacity as a director or officer of a Company Entity, whether asserted or claimed prior to, on or after the ClosingClosing Date, to the fullest extent permitted under applicable Law. In the event of any such Proceeding, (w) each D&O Indemnified Party will be entitled to advancement of reasonable expenses incurred in the defense of any Proceeding or investigation from Buyer or the Company within ten Business Days of receipt by Buyer from the D&O Indemnified Party of a request therefor, so long as such request is accompanied by an undertaking to repay such advances to the extent required by applicable Law, (x) neither Buyer, the Company, nor any of their respective Affiliates, will settle, compromise or consent to the entry of any judgment in any Proceeding or threatened Proceeding (in either case in which indemnification could be sought by such D&O Indemnified Party hereunder) unless such settlement, compromise or consent (I)(A) includes an unconditional and full release of such D&O Indemnified Party from all liability arising out of such Proceeding, (B) does not involve any finding or admission of violation of Law or admission of any wrongdoing or violation of any other Person’s rights and does not include a statement or admission of fault, culpability or failure to act on the part of the D&O Indemnified Party and (C) does not subject the D&O Indemnified Party to any injunctive relief or other equitable remedy, or (II) or such D&O Indemnified Party otherwise consents, (y) the D&O Indemnified Party shall not without the prior consent of Buyer or the Surviving Company, settle, compromise or consent to the entry of any judgment in any Proceeding or threatened Proceeding (in either case in which indemnification is being sought by such D&O Indemnified Party hereunder) and (z) the D&O Indemnified Parties, Buyer, the Company Entities, and their respective Affiliates will cooperate in the defense of any such matter. (b) None of the D&O Indemnified Parties, Buyer, the Company, or any of their respective Affiliates, will settle, compromise or consent to the entry of any judgment in any Proceeding or threatened Proceeding without approval of the applicable director and officer insurance provider to the extent such indemnification obligation is covered in the “tail” insurance policies referred to in Section ‎5.10(d). (c) From and after the Closing through the sixth anniversary of the Closing Date, Buyer shall will not, and shall ensure that Newco, will not permit any of the Company and the Sold Subsidiaries do notEntities to, amend, repeal or modify in a manner adverse to the beneficiary thereof any provision in Newco's, the Surviving Company's ’s or the Sold Subsidiaries' certificate of incorporation any other Company Entities’ Organizational Documents or bylaws any indemnification or similar agreements relating to the exculpationexculpation or indemnification of former officers, indemnification managers, directors, employees, fiduciaries or advancement agents of expenses of any officers and directors the Company Entities in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity effect immediately prior to the Closing Date (unless required by law)Closing, it being the intent of the parties Parties that the officers officers, managers, directors, employees, fiduciaries and directors agents of Newco, the Company and the Sold Subsidiaries who were officers and directors Entities prior to the Closing (eachwill, a "D&O Indemnified Person") shall following the Closing, continue to be entitled to such exculpation, exculpation and indemnification and advancement of expenses to the full extent provided for under Newco's, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the Closing. (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted under applicable Law. Buyer will pay all reasonable expenses, including reasonable attorneys’ fees that may be incurred by any D&O Indemnified Party in enforcing the certificate of incorporation, bylaws or other applicable organizational documents, covenants set forth in this Section ‎5.10. (id) indemnify and hold harmless (and release from any liability to Buyer, NewcoIn conjunction with the Closing, the Company (at Buyer’s expense) will obtain, maintain and fully pay for irrevocable “tail” insurance policies covering all Persons who were officers or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect directors of any Threatenedof the Company Entities, pending or completed claimmanagers, actionemployees, suit fiduciaries or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to agents acting in the fact that such Person is or was capacity as a director or officer of Newcoa Company Entity, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on in each case, at or prior to the Closing with a claims period of at least six (including 6) years from the Closing Date from an insurance carrier with the same or better credit rating as the Company Entities’ current insurance carrier with respect to directors’ and officers’ liability insurance in an amount and scope at least as favorable as the Company Entities’ existing policies with respect to matters existing or occurring at or prior to the Closing Date. (e) In the event that Buyer, any Company Entity or any of acts their respective successors or omissions assigns, at any time from the Closing Date through the six (6) year anniversary of the Closing Date, (i) consolidates with or merges into any other Person and will not be the continuing or surviving corporation or entity in connection with this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and such consolidation or merger or (ii) advance transfers all or substantially all of its properties or assets to any Person, then, and in either such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; providedcase, however, Buyer will make proper provision so that the D&O Indemnified Person successors and assigns of Buyer or the applicable Company Entities, as the case may be, expressly assume the obligations set forth in this Section ‎5.10. Notwithstanding anything in this Agreement or elsewhere to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgmentsthe contrary, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes provisions of this Section 7.06(b), "D&O Expenses" means attorneys' fees ‎5.10 will survive the consummation of the Closing indefinitely. (f) The obligations of Buyer and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in its Subsidiaries (including on appeal), the Company Entities) under this Section ‎5.10 will not be terminated or preparing modified in such a manner as to defend, be a witness in or participate in adversely affect any D&O Indemnifiable Claim, in each case solely to Indemnified Party without the extent prior written consent of such amounts would be subject to indemnification, reimbursement or advancement under the certificate affected Person. Each D&O Indemnified Party is an express third party beneficiary of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)this Section ‎5.10.

Director and Officer Liability and Indemnification. (a) For The Certificate of Incorporation and By-laws of the Surviving Corporation shall contain the provisions with respect to indemnification set forth in Article Tenth of MediSync’s Certificate of Incorporation, as amended, and Article Eight of MediSync’s Amended and Restated Bylaws on the date of this Agreement and shall provide for indemnification to the fullest extent permitted by and in accordance with the DGCL, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years after the ClosingEffective Time (provided that in the event any claim is asserted or made within such six (6) year period, Buyer shall not, and shall ensure that Newco, the Company and the Sold Subsidiaries do not, amend, repeal or modify any provision all rights to indemnification in Newco's, the Company's or the Sold Subsidiaries' certificate of incorporation or bylaws relating to the exculpation, indemnification or advancement of expenses respect of any officers and directors such claim shall continue until final disposition of any such claim) in any way manner that diminishes or would adversely affects affect the exculpation, indemnification or advancement rights thereunder of expenses provided therein as it applies to individuals who at any Persons serving in such capacity time prior to the Closing Date (unless required by law), it being the intent Effective Time were directors or officers of the parties that the officers and directors MediSync in respect of Newco, the Company and the Sold Subsidiaries who were officers and directors actions or omissions occurring at or prior to the Closing Effective Time (eachincluding, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco'swithout limitation, the Company's and the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the ClosingContemplated Transactions). (b) In addition to the other rights provided for in this Section 7.06 and not in limitation thereof, from and Parent agrees that at all times after the Closing, Buyer Effective Time it shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") Surviving Corporation to, indemnify each person who is now, or has been at any time prior to the fullest extent permitted under the certificate of incorporationdate hereof, bylaws or other applicable organizational documentsan employee, (i) indemnify and hold harmless (and release from any liability to Buyeragent, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of NewcoMediSync or of any of MediSync’s Subsidiaries (individually an “Indemnified Party” and collectively the “Indemnified Parties”), to the Company full extent permitted by applicable Legal Requirements, with respect to any claim, Liability, loss, damage, cost or the Sold Subsidiaries and expense, whenever asserted or claimed, based in whole or in part on, or arising in whole or in part out of acts of, any matter existing or omissions occurring on at or prior to the Closing Effective Time. Parent shall, and shall cause the Surviving Corporation to, maintain in effect for not less than six (including 6) years after the Effective Time policies of directors’ and officers’ liability insurance equivalent in all material respects to those maintained by or on behalf of MediSync on the date hereof (and having at least the same coverage and containing terms and conditions which are no less advantageous to the persons currently covered by such policies as insured) with respect of acts to matters existing or omissions occurring at or prior to the Effective Time; and Parent, in connection with addition to the indemnification provided above in this Agreement and Section 7.3, shall indemnify the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where Parties for the D&O Indemnifying Party has assumed the defense balance of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that insurance coverage on the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For same terms and conditions as though Parent were the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement insurer under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)those policies.

Director and Officer Liability and Indemnification. (a) For a period of six (6) years after the Closing, Buyer shall not, and shall ensure that Newco, the Company and the Sold Subsidiaries Acquired Companies do not, amend, repeal or modify any provision in Newco's, the Company's or the Sold Subsidiaries' certificate Acquired Companies’ certificates of incorporation or bylaws relating to the exculpation, indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by lawLaw), it being the intent of the parties that the officers and directors of Newco, the Company and the Sold Subsidiaries Acquired Companies who were officers and directors prior to the Closing (each, a "“D&O Indemnified Person"”) shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the full extent provided for under Newco's, applicable Law and in the Company's and the Sold Subsidiaries' certificate Acquired Companies’ certificates of incorporation, incorporation or bylaws or other applicable organizational documents as of immediately prior to the Closing. (b) In addition At or prior to the other rights provided for in this Section 7.06 and not in limitation thereof, from and after the Closing, Buyer Seller shall, and or shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") Acquired Companies to, to the fullest extent permitted under the certificate of incorporationobtain, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from any liability to Buyer, Newco, the Company or the Sold Subsidiaries) maintain irrevocable “tail” insurance policies naming the D&O Indemnified Persons against all D&O Expenses as direct beneficiaries, with a claims period of at least six (6) years from the Closing Date, from an insurance carrier with the same or better credit rating as defined below)the Acquired Companies’ current insurance carrier with respect to directors’ and officers’ liability insurance and in an amount and scope at least as favorable as the Acquired Companies’ existing policies, losses, claims, damages, judgments with respect to matters existing or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer of Newco, the Company or the Sold Subsidiaries and arising out of acts or omissions occurring on at or prior to the Closing Date. Buyer shall not, and shall cause the Acquired Companies not to, cancel or change such insurance policies in any respect. The costs of obtaining such policies shall be borne equally by Buyer and Seller. (including c) In the event Buyer, any of the Acquired Companies, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in respect such consolidation or merger, or (ii) transfers all or substantially all of acts its properties and assets to any Person, then and in either such case proper provision shall be made so that the successors and assigns of Buyer or omissions the applicable Acquired Company, as the case may be, shall assume the obligations set forth in connection with this Section 7.02. The provisions of this Section 7.02 shall survive the consummation of the transactions contemplated by this Agreement and the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance are expressly intended to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense benefit each of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnification. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Section 7.06(b), "D&O Expenses" means attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)Persons.

Director and Officer Liability and Indemnification. (a) The Purchaser shall, or shall cause the Company and its Subsidiaries to purchase from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance a prepaid insurance policy (i.e., “tail coverage”) which provides directors and officers liability insurance coverage for each of the individuals who were officers, directors or similar functionaries of the Company or any of its Subsidiaries at or prior to the Closing Date with a policy limit and other terms no less favorable (including with respect to scope) as the policy or policy(ies) maintained by the Company or any of its Subsidiaries immediately prior to the Closing for the benefit of such individuals for an aggregate period of not less than six years with respect to claims arising from acts, events or omissions that occurred at or prior to the Closing, including with respect to the transactions contemplated by this Agreement (such policies, the “D&O Tail Policies”). The cost of the D&O Tail Policies will be borne equally by the Purchaser and the Seller. (b) For a period of six (6) years after the Closing, Buyer the Purchaser shall not, and shall ensure that Newco, not permit the Company and the Sold or any of its Subsidiaries do notto, amend, repeal or otherwise modify any provision in Newco's, the Company's ’s or the Sold any of its Subsidiaries' ’ certificate or articles of incorporation or bylaws (or equivalent governing documents) relating to the exculpationexculpation or indemnification of any officers, directors or similar functionaries (unless to provide for greater exculpation or indemnification or advancement of expenses of any officers and directors in any way that diminishes or adversely affects the exculpation, indemnification or advancement of expenses provided therein as it applies to any Persons serving in such capacity prior to the Closing Date (unless required by lawLaw), it being the intent of the parties hereto that the officers current and former officers, directors and similar functionaries of Newco, the Company and the Sold its Subsidiaries who were officers and directors prior to the Closing (each, a "D&O Indemnified Person") shall continue to be entitled to such exculpation, exculpation and indemnification and (including with respect to advancement of expenses expenses) to the full extent provided for under Newco's, of the Company's Law. The Purchaser agrees and acknowledges that this Section 7.02 shall be binding on the Sold Subsidiaries' certificate of incorporation, bylaws or other applicable organizational documents as of immediately prior to the ClosingPurchaser’s successors and assigns. (bc) In addition If the Company, its Subsidiaries or any of their respective successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the other rights provided for successors and assigns of the Company and its Subsidiaries shall assume all of the obligations set forth in this Section 7.06 and not 7.02. (d) Notwithstanding anything in limitation thereof, from and after the Closing, Buyer shall, and shall cause Newco, the Company and the Sold Subsidiaries (each, a "D&O Indemnifying Party") to, this Agreement to the fullest extent permitted under the certificate of incorporationcontrary, bylaws or other applicable organizational documents, (i) indemnify and hold harmless (and release from if any liability to Buyer, Newco, the Company or the Sold Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (collectively, "D&O Costs") in respect of any Threatened, pending or completed claim, action, suit suit, proceeding or proceedinginvestigation (whether arising before, whether criminalat or after the Closing Date) is made against any individual who was an officer, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a director or officer similar functionary of Newco, the Company or its Subsidiaries at or prior to the Sold Subsidiaries Closing Date or any other party covered by directors’ and arising out of acts or omissions occurring officers’ liability insurance, on or prior to the sixth (6th) anniversary of the Closing (including Date, the provisions of this Section 7.02 shall continue in respect of acts or omissions in connection with this Agreement and effect until the transactions contemplated thereby) (a "D&O Indemnifiable Claim") and (ii) advance to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense final disposition of such claim, action, suit, proceeding or investigation. (e) promptly after receipt of reasonably detailed statements therefor; provided, however, that the D&O Indemnified Person The obligations under this Section 7.02 shall not be terminated or modified in such a manner as to affect adversely any indemnitee or exculpee to whom D&O Expenses are to be advanced provides an undertaking to repay this Section 7.02 applies without the consent of such advances if it is ultimately determined that such D&O Indemnified Person is not entitled to indemnificationaffected indemnitee or exculpee. Any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes The provisions of this Section 7.06(b7.02 are intended for the benefit of, and will be enforceable by (as express third party beneficiaries), "D&O Expenses" means attorneys' fees each current and all former officer, director or similar functionary of the Company and its Subsidiaries and his or her heirs and representatives, successors and assigns and are in addition to, and not in substitution for, any other costs, charges and expenses paid rights to indemnification or incurred in connection with investigating, defending, being a witness in contribution that any such person may have had by contract or participating in (including on appeal), or preparing to defend, be a witness in or participate in any D&O Indemnifiable Claim, in each case solely to the extent such amounts would be subject to indemnification, reimbursement or advancement under the certificate of incorporation, bylaws or other applicable organizational documents, but shall exclude losses, claims, damages, judgments or amounts paid in settlement (which items are, for the avoidance of doubt, included in the definition of D&O Costs)otherwise.