Common use of Directors’ and Officers’ Indemnification and Insurance Clause in Contracts

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective TimeClosing Date and until the fourth anniversary of the Closing Date and for so long thereafter as any claim for indemnification asserted on or prior to such date has not been fully adjudicated, Parent the Purchaser shall, and shall cause the Surviving Company and the Company's Subsidiaries to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person person who is now, or has been at any time prior to the Effective Time date hereof or who becomes prior to the Effective TimeClosing Date, a director or officer of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Planthe "Indemnified Parties") who is or has acted as such at the request of the Company against (each an “Indemnified Party”i) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penaltiescosts and expenses (including reasonable attorneys' fees), liabilities liabilities, judgments and settlement amounts that are paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, investigation (whether civil, criminal, administrative, regulatory administrative or investigative and whether asserted or other Proceeding claimed prior to, at law or in equity after the Closing Date) that is based on, or order or rulingarises out of, by reason of the fact that the such Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries and relates to or in arises out of any indemnification agreement between such action or omission occurring at or prior to the Closing Date ("Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effectLiabilities"), and (ii) all Indemnified Liabilities based on, or arising out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under applicable law to indemnify its own directors or officers, as the case may be; provided that the Purchaser or the Company, as the case may be, shall not be amendedliable for any settlement of any claim effected without its written consent. Without limiting the foregoing, repealed in the event that any such claim, action, suit, proceeding or otherwise modified investigation is brought against any Indemnified Party (whether arising prior to or after the Closing Date), each of the parties agrees that (w) the Purchaser will or shall cause the Company to pay expenses in any manner that would adversely affect any right thereunder advance of the final disposition of any such claim, action, suit, proceeding or investigation to each Indemnified PartyParty to the full extent permitted by applicable law; provided that the person to whom expenses are advanced provides any undertaking required by applicable law to repay such advance if it is ultimately determined that such person is not entitled to indemnification; (x) the Indemnified Parties shall retain counsel reasonably satisfactory to the Purchaser; (y) the Purchaser shall or shall cause the Company to pay all reasonable fees and expenses of such counsel for the Indemnified Parties (subject to the final sentence of this paragraph) promptly as statements therefor are received; and (z) the Purchaser shall or shall cause the Company to use all commercially reasonable efforts to assist in the defense of any such matter. Any Indemnified Party wishing to claim indemnification under this Section, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Purchaser, but the failure so to notify the Purchaser shall not relieve the Purchaser from any liability which it may have under this paragraph except to the extent such failure materially prejudices the Purchaser. The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties in which case, the Indemnified Parties may retain more than one law firm.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company Corporation to, jointly and severallythe Survivng Corporation shall, indemnify, defend and hold harmless, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided)indemnify its own directors and officers, indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person person who is now, or has been at any time prior to the Effective Time date of this Agreement or who becomes such prior to the Effective Time, an officer or director of the Company or any of its subsidiaries (the “Indemnified Parties”) against (i) any and all losses, claims, damages, costs, expenses, fines, liabilities or judgments, including any amounts that are paid in settlement with the approval of the Surviving Corporation (which approval shall not be unreasonably withheld or delayed) of or in connection with any Action based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director or officer of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, subsidiaries whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted any action or claimed prior Exhibit 2.1 to, at omission existing or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the rights Effective Time (“Indemnified Liabilities”), and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to advancement this Agreement or the transactions contemplated hereby. The Surviving Corporation will pay all expenses of expenses relating thereto now existing each Indemnified Party in favor advance of the final disposition of any Indemnified Party, whether provided such Action to the fullest extent permitted by Law to advance such expenses upon receipt of an undertaking to repay such advances if it is ultimately determined in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between accordance with applicable Law that such Indemnified Party is not entitled to indemnification. Without limiting the foregoing, in the event any Action is brought against any Indemnified Party (whether arising before or after the Effective Time): (i) the Indemnified Parties may retain counsel satisfactory to them and the Company or any of its Subsidiaries, shall survive the Merger, be honored by reasonably satisfactory to the Surviving Company Corporation; (ii) the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; and (iii) the Surviving Corporation shall use its Subsidiaries and continue reasonable best efforts to assist in full force and effectthe vigorous defense of any such matter; provided, that the Surviving Corporation shall not be liable for any settlement of any Action effected without its written consent, which consent shall not be unreasonably withheld or delayed. Any Indemnified Party wishing to claim indemnification under this Section 6.06, upon learning of any such Action shall notify the Surviving Corporation (but the failure so to notify the Surviving Corporation shall not relieve the Surviving Corporation from any liability which it may have under this Section 6.06 except to the extent such failure materially prejudices the Surviving Corporation), and shall not be amendeddeliver to the Surviving Corporation an undertaking of the kind described above. The Indemnified Parties as a group may retain only one law firm (in addition to local counsel in each applicable jurisdiction if reasonably required) to represent them with respect to each such matter unless there is, repealed or otherwise modified in under applicable standards of professional conduct, a conflict on any manner that would adversely affect any right thereunder significant issue between the positions of any such two or more Indemnified PartyParties.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after In the Effective Time, Parent shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting event of any collateral) to repay threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such advancesclaim, if it is ultimately determined that such Person is not entitled to indemnification) each Person action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the Effective Time date of this Agreement, or who becomes prior to the Effective Time, a director director, officer or officer employee of the Company or any of its the Company Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted in his/her role as such at a fiduciary of the request employee benefit plans of the Company or the Company Subsidiaries, if applicable) (each an the “Indemnified PartyParties”) from is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director, officer or employee of the Company, any of the Company Subsidiaries or any of their respective predecessors or (ii) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against the claim and respond thereto. It is understood and agreed that after the Effective Time, the Acquiror shall indemnify and hold harmless, to the fullest extent permitted by law, each such Indemnified Party against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penaltiesliabilities, liabilities costs, expenses (including reasonable attorney’s fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking required by applicable law), judgments, fines and amounts paid in settlement or incurred in connection with any such threatened or actual or threatened claim (including a claim of violation of applicable Law)claim, action, auditsuit, demandproceeding or investigation, and in the event of any such threatened or actual claim, action, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, investigation (whether asserted or claimed prior Exhibit 2.1 to, at arising before or after the Effective Time. Parent ), the Indemnified Parties may retain counsel satisfactory to them; provided, however, that (A) Acquiror shall have the right to assume the defense thereof and upon such assumption the Surviving Company Acquiror shall cooperate with not be liable to any indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if the Acquiror elects not to assume such defense or counsel for the Indemnified Parties reasonably advises that there are issues which raise conflicts of any matter covered by interest between the Acquiror and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Acquiror shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (B) Acquiror shall in all cases be obligated pursuant to this Section 6.8. Without limitation 5.5(a) to pay for only one firm of the foregoing or counsel for all Indemnified Parties unless bona fide ethical conflicts prohibit such single counsel from representing all Indemnified Parties, (C) Acquiror shall not be liable for any other provision of this Section 6.8, Parent settlement effected without its prior written consent (which consent shall not be unreasonably withheld) and the Company agree that all rights (D) Acquiror shall have no obligation hereunder to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Partyparty when and if a court of competent jurisdiction shall ultimately determine, whether provided in the certificate and such determination shall have become final and nonappealable, that indemnification of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and in the Company or any of its Subsidiariesmanner contemplated hereby is prohibited by applicable law. Any Indemnified Party wishing to claim indemnification under this Section 5.5, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder upon learning of any such Indemnified Partyclaim, action, suit, proceeding or investigation, shall promptly notify the Acquiror thereof, provided that the failure to so notify shall not affect the obligations of the Acquiror under this Section 5.5 except to the extent such failure to notify materially prejudices the Acquiror.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective Time, Parent the Surviving Company shall, and Parent shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend indemnify and hold harmless (each present and promptly advance expenses from time to time as incurred to former director and officer of the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable Company or any of its subsidiaries and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or person who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries and any Person subsidiaries prior to the Effective Time (in each case, when acting as director, officer, trustee, fiduciary, employee or agent of another Person in such capacity) (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified PartyParties”) from and ), against any and all costs or expenses (including reasonable attorneys’ fees, expenses fees and disbursementsexpenses), judgments, fines, losses, claims, damages, penalties, liabilities and amounts or awards paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigationAction, whether civil, criminal, administrative, regulatory administrative or investigative and whether formal or other Proceeding at law informal, arising out of, relating to or in equity connection with matters existing or order occurring at or ruling, by reason of prior to the Effective Time (including the fact that the Indemnified Party such Person is or was a director or officer of the Company or any of its Subsidiaries subsidiaries or is any acts or was a director, officer, trustee, fiduciary, employee omissions occurring or agent of another Person at the request of the Company, alleged to occur (including acts or omissions with respect to the approval of this Agreement and or the Merger and the other transactions contemplated hereby Transactions or arising out of or pertaining to the Merger Transactions and actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party) prior to the other transactions contemplated herebyEffective Time), whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. , to the fullest extent that the Company would have been permitted under the Laws of the Cayman Islands and its Memorandum and Articles of Association in effect on the date of this Agreement to indemnify such Person and Parent and or the Surviving Company shall advance expenses (including reasonable attorneys’ fees) incurred in the defense of any Action, including any expenses incurred in successfully enforcing such Person’s rights under this Section 6.10. In the event of any such Action, (i) neither Parent nor the Surviving Company shall settle, compromise or consent to the entry of any judgment in any Action in which indemnification has been 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 or such Indemnified Party otherwise consents (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) the Surviving Company shall reasonably cooperate with any the Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of such matter, and (iii) the foregoing Indemnified Party shall not settle, compromise or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior consent to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor entry of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or judgment in any Action in which indemnification agreement between has been sought by such Indemnified Party and hereunder without the Company prior written consent of Parent or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and (which consent shall not be amendedunreasonably withheld, repealed conditioned or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Partydelayed).

Directors’ and Officers’ Indemnification and Insurance. (a) From Without limiting any additional rights that any employee may have under any employment agreement or Company Plan as in effect on the date hereof and after which has previously been made available to Parent, from the Effective TimeTime through the sixth anniversary of the date on which the Effective Time occurs, Parent shall, and shall cause the Surviving Company to, jointly and severally, Corporation to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend indemnify and hold harmless each present (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time, a ) and former officer and director or officer of the Company or any of and its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person subsidiaries (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified PartyParties”) from and ), against any and all costs or expenses (including reasonable attorneys’ feesclaims, expenses and disbursements)losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damagesincluding attorneys’ fees and disbursements, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrativeadministrative or investigative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to (i) the Merger fact that an Indemnified Party is or was an officer or director of the Company or any of its subsidiaries or is or was serving at the request of the Company or any of its subsidiaries as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise or non-profit entity or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the other transactions and actions contemplated hereby), whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time, to the fullest extent permitted under applicable law. Parent and In the Surviving Company shall cooperate with event of any such claim, action, suit, proceeding or investigation, (A) each Indemnified Party will be entitled to advancement of expenses incurred in the defense of any matter covered claim, action, suit, proceeding or investigation from the Surviving Corporation within ten (10) Business Days of receipt by this Section 6.8. Without limitation the Surviving Corporation from the Indemnified Party of the foregoing or a request therefor; provided that any other provision of this Section 6.8person to whom expenses are advanced provides an undertaking, Parent if and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior only to the Effective Time and extent then required by the rights DGCL, to advancement of expenses relating thereto now existing in favor repay such advances if it is ultimately determined that such person is not entitled to indemnification, (B) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification agreement between 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 the Company or any of its Subsidiaries, shall survive the Merger, be honored by (C) the Surviving Company and its Subsidiaries and continue Corporation shall cooperate in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder the defense of any such Indemnified Partymatter.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after In the Effective Time, Parent shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting event of any collateral) to repay threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such advancesclaim, if it is ultimately determined that such Person is not entitled to indemnification) each Person action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the Effective Time date of this Agreement, or who becomes prior to the Effective Time, a director or officer or employee of the Company Seller or any of its Subsidiaries and any Person acting as subsidiaries (the "Indemnified Parties") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director, officer, trustee, fiduciary, officer or employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company Seller, any of the Seller's subsidiaries or any of their respective predecessors or (ii) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, the Buyer shall indemnify and hold harmless, as and to the fullest extent permitted by law, each an “such Indemnified Party”) from and Party against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penaltiesliabilities, liabilities costs, expenses (including reasonable attorney's fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking required by applicable law), judgments, fines and amounts paid in settlement or incurred in connection with any such threatened or actual or threatened claim (including a claim of violation of applicable Law)claim, action, auditsuit, demandproceeding or investigation, and in the event of any such threatened or actual claim, action, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, investigation (whether asserted or claimed prior Exhibit 2.1 to, at of arising before or after the Effective Time. Parent ), the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Buyer; provided, however, that (w) the Buyer shall have the right to assume the defense thereof and upon such assumption the Buyer or the Surviving Company Bank shall cooperate with not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if the Buyer elects not to assume such defense or counsel for the Indemnified Parties and reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between the Buyer and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Buyer, and the Buyer shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (x) the Buyer shall be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, unless the proposed counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest among such parties, in which case the Buyer shall pay the reasonable fees and expenses of one additional counsel to the extent necessary to avoid such conflict, (y) the Buyer shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld) and (z) the Buyer shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Any Indemnified Party wishing to claim Indemnification under this Section 6.6, upon learning of any matter covered by such claim, action, suit, proceeding or investigation, shall notify the Buyer thereof, provided, that the failure to so notify shall not affect the obligations of the Buyer under this Section 6.86.6 except to the extent such failure to notify materially prejudices the Buyer. Without limitation of the foregoing or any other provision of The Buyer's obligations under this Section 6.86.6 shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, Parent and the Company agree however, that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor <PAGE> 39 respect of any Indemnified Party, whether provided in claim asserted or made within such period shall continue until the certificate final disposition of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Partyclaim.

Directors’ and Officers’ Indemnification and Insurance. (a) From and 7.9.1. For a period of five years after the Effective Time, Parent shall, and Bridge shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person person who is now, or who has been at any time prior to before the Effective Time date hereof or who becomes prior to before the Effective Time, a an officer, director or officer employee of Hamptons (the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified PartyParties”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penaltiescosts, expenses (including attorney’s fees), liabilities and or judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of Bridge, which consent shall not be unreasonably withheld) of or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrativeor administrative (each a “Claim”), regulatory in which an Indemnified Party is, or investigative is threatened to be made, a party or other Proceeding at law witness in whole or in equity part on or order arising in whole or ruling, by reason in part out of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or such person is or was a director, officerofficer or employee if such Claim pertains to any matter of fact arising, trusteeexisting or occurring at or before the Effective Time (including, fiduciarywithout limitation, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed prior Exhibit 2.1 tobefore, at or after after, the Effective Time, to the fullest extent such indemnification would have been permitted under Hamptons’s Organization Certificate, Bylaws and applicable federal and state law, and to the extent not impermissible to Bridge under applicable law. Parent and the Surviving Company Bridge shall cooperate with any Indemnified Party pay expenses in the defense of any matter covered by this Section 6.8. Without limitation advance of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder final disposition of any such action or proceeding to each Indemnified Party.Party to the full extent permitted by applicable state or Federal law upon receipt of an undertaking to repay such advance payments if he shall be adjudicated or determined to be not entitled to indemnification in the manner set forth below. Any Indemnified Party wishing to claim indemnification under this Section 7.9.1 upon learning of any Claim, shall notify Bridge (but the failure so to notify Bridge shall not relieve it from any liability which it may have under this Section 7.9.1, except to the extent such failure materially prejudices Bridge) and shall deliver to Bridge the undertaking referred to in the previous 49

Directors’ and Officers’ Indemnification and Insurance. (a) From Without limiting any additional rights that any director, officer, trustee, employee, agent, or fiduciary may have under any employment or indemnification agreement or under the Company Articles, Company Bylaws or this Agreement or, if applicable, similar organizational documents or agreements of any of the Company Subsidiaries, from and after the Merger Effective Time, Parent shall, shall and Parent shall cause the Surviving Corporation to: (i) indemnify and hold harmless each person who is at the date hereof or during the period from the date hereof through the Closing Date serving as a director, officer, trustee, employee, agent, or fiduciary of the Company toor Company Subsidiaries or as a fiduciary under or with respect to any employee benefit plan (within the meaning of Section 3(3) of ERISA) (collectively, jointly and severally, to the fullest extent permitted by Law (including “Indemnified Parties”) to the fullest extent authorized or permitted by applicable law, as now or hereafter in effect, in connection with any amendments Claim and any judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or, with the consent of Parent, which shall not be unreasonably withheld, conditioned or delayed, amounts paid in settlement) resulting therefrom; and (ii) promptly pay on behalf of or, within thirty (30) days after any request for advancement, advance to or replacements each of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided)Indemnified Parties, indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent authorized or permitted by Lawapplicable law, as now or hereafter in effect, any Expenses incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification or advancement, in each case without the requirement of any bond or other security; provided that all advancement of expenses pursuant to the Person foregoing shall be subject to whom expenses are advanced provides a reasonable and customary an undertaking (which shall not include posting of any collateral) to repay such advances, advances if it is ultimately determined that such Person is not entitled to such indemnification. The indemnification and advancement obligations of Parent and the Surviving Corporation pursuant to this Section 7.5(a) each Person who is now, shall extend to acts or has been omissions occurring at any time prior to or before the Merger Effective Time or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person Claim relating thereto (including with respect to any Company Benefit Plan) who is acts or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred omissions occurring in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and consummation of the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after including the Effective Time. Parent consideration and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent approval thereof and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party.the

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective TimeClosing, Parent shallin the case of any threatened or actual Claim or Legal Proceeding, and shall cause including any such Claim or Legal Proceeding by a Third Party or by or in the Surviving right of the Company toor any of its Subsidiaries, jointly and severally, to in which any individual who is as of the fullest extent permitted by Law (including to the fullest extent authorized Closing Date or permitted by was at any amendments to time on or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time, hereof a director or officer of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an a “D&O Indemnified Party”) from and against any and all costs is, or expenses (including reasonable attorneys’ feesis threatened to be, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including made a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, party by reason of the fact that the such D&O Indemnified Party is or was a director or officer of was, prior to the Company or its Subsidiaries or is or was Closing Date, (x) a director, officer, trustee, fiduciarymanager, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and (y) serving as a director, officer, manager, employee or agent of another corporation, partnership, joint venture, trust or other enterprise at the request of the Company or any of its SubsidiariesSubsidiaries (whether such Claim or Legal Proceeding arises before, shall survive on or after the MergerClosing Date), be honored by the Surviving Company and its Subsidiaries and continue in full force and effectPurchaser shall, and shall not be amendedcause the Company to, repealed indemnify and hold harmless, to the fullest extent permitted by Law, each such D&O Indemnified Party against any Losses and amounts paid in settlement in connection with any such Claim or otherwise modified in any manner Legal Proceeding except to the extent that would adversely affect any right thereunder the facts and circumstances which gave rise to such Losses, amounts paid, Claim or Legal Proceeding include actions or omissions which involve intentional misconduct or fraud by such D&O Indemnified Party. In the case of any such Claim or Legal Proceeding with respect to which the Purchaser or the Company is required to provide indemnification hereunder, (i) the Purchaser or the Company (as specified by the Purchaser) may, at its election, assume the defense of such matter, in which case, any D&O Indemnified PartyParty may participate, at its own expense and through legal counsel of its choice, in any such Claim or Legal Proceeding; provided, however, that if the Purchaser or the Company fails to assume such defense or, under applicable standards of professional conduct, there exists a conflict of interest on any significant issue between the Purchaser and the Company, on the one hand, and any of the D&O Indemnified Parties, on the other hand, the D&O Indemnified Parties may retain counsel satisfactory to them, and the Purchaser or the Company shall pay all reasonable fees and expenses of such counsel for the D&O Indemnified Parties promptly as statements therefor are received and (ii) the Purchaser shall, and shall cause the Company to, use commercially reasonable efforts to assist in the vigorous defense of any such matter; provided, however, that neither the Purchaser nor the Company, as the case may be, shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld).

Directors’ and Officers’ Indemnification and Insurance. (a) 7.9.1. From and after the Effective Time, Parent shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person person who is now, or who has been at any time prior to before the Effective Time date hereof or who becomes prior to before the Effective Time, a an officer, director or officer employee of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person a Company Subsidiary (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified PartyParties”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penaltiescosts, expenses (including attorney’s fees), liabilities and or judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of Parent, which consent shall not be unreasonably withheld) of or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrativeor administrative (each a “Claim”), regulatory in which an Indemnified Party is, or investigative is threatened to be made, a party or other Proceeding at law witness in whole or in equity part or order arising in whole or ruling, by reason in part out of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or such person is or was a director, officer, trustee, fiduciary, officer or employee of the Company or agent of another Person a Company Subsidiary or served at the request of such party as a director, officer, employee, trustee, manager or partner of another corporation, partnership, trust, joint venture, employee benefit plan or other entity if such Claim pertains to any matter of fact arising, existing or occurring at or before the CompanyEffective Time (including, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to without limitation, the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed prior Exhibit 2.1 tobefore, at or after after, the Effective Time, to the fullest extent as would have been permitted by the Company under the LBCA and under the Company’s articles of incorporation and bylaws or equivalent governing documents of any Company Subsidiary, as applicable, in each case as in effect on the date hereof. Parent shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent as would have been permitted by the Company under the LBCA and under the Company’s articles of incorporation and bylaws upon receipt of an undertaking to repay such advance payments if such Indemnified Party shall be adjudicated or determined to be not entitled to indemnification in the manner set forth below. Any Indemnified Party wishing to claim indemnification under this Section 7.9.1 upon learning of any Claim, shall notify Parent (but the failure so to notify Parent shall not relieve it from any liability which it may have under this Section 7.9.1, except to the extent such failure materially prejudices Parent) and shall deliver to Parent the undertaking referred to in the previous sentence. Without limiting the foregoing, in any case in which approval by Parent, one of its Subsidiaries or the board of directors thereof is required to effect any indemnification, at the election of the Indemnified Party, the determination of any such approval shall be made by a majority of the independent directors then in office or, if no such directors are then in office, by independent counsel mutually agreed upon between Parent and the Surviving Company shall cooperate with any Indemnified Party Party. Nothing contained in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing 7.9 or any other provision of this Section 6.8, Parent and the Company agree that all rights Agreement shall limit any right to indemnification and exculpation from liability for acts which any current or omissions occurring at former director, officer, employee or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) agent of the Company may have under applicable law or any regulation or Company’s articles of its Subsidiaries incorporation, bylaws or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder equivalent documents of any such Indemnified PartySubsidiary of the Company, as applicable, in each case as in effect on the date hereof, which Parent agrees to honor in accordance with their terms.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective TimeClosing, Parent shall, and Purchaser agrees that it shall cause the Surviving Company to, jointly and severally, Group to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend indemnify and hold harmless (each present and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable former director and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, damages or liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrativeadministrative or investigative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to matters existing or occurring at or prior to the Merger and the other transactions contemplated herebyClosing, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8Closing, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and fullest extent that the Company or any of its Subsidiaries, shall survive as the Mergercase may be, be honored by would have been permitted under applicable law, the Surviving Company indemnification agreements set forth on the attached “Indemnification Agreements Schedule” (the “Indemnification Agreements”) and its Subsidiaries and continue respective articles of incorporation, bylaws or other organizational documents in full force and effecteffect on the date of this Agreement to indemnify such person (including promptly advancing expenses as incurred to the fullest extent permitted under applicable law). For a period of six years after the Closing, Purchaser shall not, and shall not be amendedpermit any member of the Company Group to, repealed amend, repeal or otherwise modified modify (in a manner adverse to the beneficiary thereof) any provision in the Indemnification Agreements or in any manner that would adversely affect any right thereunder member of the Company Group’s articles of incorporation, bylaws or other organizational documents relating to the exculpation or indemnification of any officers or directors, it being the intent of the parties hereto that the officers and directors of any member of the Company Group on the date hereof shall continue to be entitled to such Indemnified Partyexculpation and indemnification to the full extent of the law.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective Time, Parent the Surviving Corporation (the "Indemnifying Party") shall, and shall cause the Surviving Company to, jointly and severally, as to any claim or claims made or asserted (even if not resolved) prior to the fullest extent permitted by Law (including to third anniversary of the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided)Effective Time, indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person person who is now, or has been at any time prior to the Effective Time date hereof or who becomes prior to the Effective TimeTime a director, a director officer, employee or officer agent of the Company or any of its Subsidiaries and any Person acting as director(each, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “"Indemnified Party”") from and against any and (i) all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penaltiescosts and expenses (including attorneys' fees), liabilities liabilities, judgments and settlement amounts that are paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding, or investigation, investigation (whether civil, criminal, administrative, regulatory administrative or investigative and whether asserted or other Proceeding claimed prior to, at law or after the Effective Time) that is based in whole or in equity part on, or order arises in whole or rulingin part out of, by reason of the fact that the such Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in the case of a present or former director, officer or employee of the Company or a Subsidiary, a fiduciary of any indemnification agreement between such Indemnified Party and employee benefit plan or arrangement of the Company or any of its SubsidiariesSubsidiaries and, shall survive in either case relates to or arises out of any action or omission occurring at or prior to the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effectEffective Time ("Indemnified Liabilities"), and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the full extent a corporation is permitted under applicable law to indemnify its own directors, officers, employees or agents, as the case may be; provided that no Indemnifying Party shall be liable for any settlement of any claim effected without its written consent, which consent shall not be amendedunreasonably withheld. Without limiting the foregoing in the event that any such claim, repealed action, suit, proceeding or otherwise modified investigation is brought against any Indemnified Party (whether arising prior to or after the Effective Time), (w) the Indemnifying Party will pay expenses in any manner that would adversely affect any right thereunder advance of the final disposition of any such claim, action, suit, proceeding or investigation to each Indemnified Party to the full extent permitted by applicable law provided that the person to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such person is not entitled to indemnification; (x) the Indemnified Parties shall retain counsel reasonably satisfactory to the Indemnifying Parties; (y) the Indemnifying Parties shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties (subject to the final sentence of this paragraph) promptly as statements therefor are received; and (z) the Indemnifying Parties shall use all commercially reasonable efforts to assist in the vigorous defense of any such matter. Any Indemnified Party wishing to claim indemnification under this Section, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Indemnifying Party, but the failure so to notify an Indemnifying Party shall not relieve it from any liability which it may have under this paragraph except to the extent such failure irreparably prejudices such party. The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company Corporation and each of its Subsidiaries to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company or any such Subsidiary (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company Corporation shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by Parent, the Surviving Company Corporation and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, Acadia and shall cause the Surviving Company toshall, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of under applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided)law, indemnify, defend indemnify and hold harmless (the present and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable former officers, directors and customary undertaking (which shall not include posting limited liability company managers of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time, a director or officer of the Company or any of Pioneer and its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or and expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and settlement amounts paid in settlement or incurred in connection with any actual Action (whether arising before or threatened claim (including a claim of violation of applicable Lawafter the Effective Time), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrativeadministrative or investigative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated herebyany action or omission in their capacity as an officer, director, limited liability company manager, employee, fiduciary or agent, whether asserted or claimed prior Exhibit 2.1 to, occurring at or after before the Effective Time. Parent In the event of any such Action, (i) Acadia and the Surviving Company shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties promptly after statements therefor are received, (ii) neither Acadia nor the Surviving Company shall settle, compromise or consent to the entry of any judgment in any pending or threatened Action to which an Indemnified Party is a party (and in respect of 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 or such Indemnified Party otherwise consents, and (iii) Acadia and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of such matter; provided that, neither Acadia nor the foregoing Surviving Company shall be liable for any settlement effected without such Person’s written consent (which consent shall not be unreasonably withheld or any other provision of this Section 6.8delayed); and, Parent and the Company agree provided further, that all rights to indemnification in respect of such claim shall continue until the final and exculpation from liability for acts or omissions occurring at or prior nonappealable disposition of such claim. The rights of each Indemnified Person under this Section 6.05(a) shall be in addition to any rights such Person may have under the Effective Time governing documents of Acadia and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Surviving Company or any of its Subsidiaries their respective Subsidiaries, or in under any indemnification law or under any agreement between such of any Indemnified Party and Person with Acadia, the Surviving Company or any of its their respective Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective TimeClosing and until the sixth anniversary thereof and for so long thereafter as any claim for indemnification asserted on or prior to such date has not been fully adjudicated, Parent Purchaser shall, and shall cause the Surviving Company and Pharma to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time date of the Original Agreement or who becomes prior to the Effective TimeClosing, a director or officer of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person Pharma (including any Company Benefit Planthe "Indemnified Agents") who is or has acted as such at the request of the Company against (each an “Indemnified Party”i) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penaltiescosts and expenses (including reasonable attorneys' fees), liabilities Liabilities, judgments and settlement amounts that are paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, investigation (whether civil, criminal, administrative, regulatory administrative or investigative and whether asserted or other Proceeding at law claimed prior to or in equity after the Closing) that is based on, or order or rulingarises out of, by reason of the fact that the such Indemnified Party Agent is or was a director or officer of the Company or its Subsidiaries Pharma and relates to or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising arises out of any action or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions omission occurring at or prior to the Effective Time Closing ("Indemnified Liabilities"), and (ii) all Indemnified Liabilities based on, or arising out of, or pertaining to this Agreement or the rights transactions contemplated hereby, in each case to advancement the full extent a corporation is permitted under the DGCL to indemnify its own directors or officers, as the case may be; provided that the Purchaser shall not be liable for any settlement of expenses relating thereto now existing in favor any claim effected without its written consent; and provided, further, that the Purchaser shall not be liable for any Indemnified Liabilities which occur as a result of the gross negligence or willful misconduct of any Indemnified PartyAgent. Any Indemnified Agent wishing to claim indemnification under this Section, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Purchaser, but the failure so to notify the Purchaser shall not relieve the Purchaser from any liability which it may have under this paragraph except to the extent such failure prejudices the Purchaser. The Indemnified PartyAgents as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Agents, in which case the Indemnified Agents may retain more than one law firm.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company to, jointly and severallyCorporation shall, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of under applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided)Law, indemnify, defend indemnify and hold harmless (harmless, each present and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time, a former director or officer of the Company and each Company Subsidiary and each such Person who served at the request of the Company or any of its Subsidiaries and any Person acting Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another Person corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (including any Company Benefit Plancollectively, the "Indemnified Parties") who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or and expenses (including reasonable attorneys’ fees, expenses ' fees and disbursementsexpenses), judgments, fines, losses, claims, damages, penalties, liabilities and settlement amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigationinvestigation (whether arising before or after the Effective Time), whether civil, criminaladministrative or investigative, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to any action or omission in their capacities as officers or directors, in each case occurring before the Merger and Effective Time (including the other transactions contemplated herebyby this Agreement). Without limiting the foregoing, whether asserted in the event of any such claim, action, suit, proceeding or claimed prior Exhibit 2.1 toinvestigation, at or (i) the Surviving Corporation shall pay the fees and expenses of counsel selected by any Indemnified Party, which counsel shall be reasonably satisfactory to the Surviving Corporation, promptly after statements therefor are received and otherwise upon request by the Effective Time. Parent Indemnified Party advance to the Indemnified Party documented expenses incurred (unless the Surviving Corporation shall elect to defend such action and the Surviving Company Corporation shall not have a conflicting interest with the Indemnified Parties in the outcome of such action) and (ii) the Surviving Corporation shall cooperate with any Indemnified Party in the defense of any matter covered by such matter; provided, however, that the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed), and provided further that the Surviving Corporation shall not be obligated pursuant to this Section 6.86.06(a) to pay the fees and expenses of more than one counsel (and one local counsel to the extent such local counsel is necessary) for all Indemnified Parties in any single action except to the extent that two or more of such Indemnified Parties shall have conflicting interests in the outcome of such action. Without limitation of the foregoing or any other provision of Any Indemnified Party wishing to claim indemnification under this Section 6.86.01(a), Parent and upon having knowledge of such claim, shall notify the Company agree Surviving Corporation; provided, however, that all rights the failure to indemnification and exculpation notify the Surviving Corporation shall not relieve the Surviving Corporation from any liability for acts or omissions occurring at or prior that either may have under this Section 6.06(a) except to the Effective Time extent such failure materially prejudices either of them. Parent will pay all expenses (including fees and expenses of counsel) that may be incurred by any Indemnified Party in successfully enforcing the indemnity or other obligations of Parent under this Section 6.06. The rights under this Section 6.06 are in addition to the rights to advancement of expenses relating thereto now existing in favor of any that an Indemnified Party, whether provided in Party may have under the certificate of incorporation incorporation, bylaws or bylaws (or comparable other organizational documents) documents of the Company or any of its Subsidiaries Company Subsidiary or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified PartyDelaware Law.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company to, jointly Corporation as its sole shareholder to exculpate and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend defend, protect and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person person who is now, or has been at any time prior to the Effective Time date hereof, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries and any Person acting as director, an officer, trustee, fiduciarydirector, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “"Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents") of the Company or any of its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorneys' fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or in threatened action, suit, claim, proceeding or investigation (each, a "Claim") to the extent that any indemnification agreement between such Indemnified Party and Claim is based on, or arises out of, (i) the fact that such person is or was a director, officer, employee or agent of the Company or any of its SubsidiariesSubsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director, shall survive officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of the Mergertransactions contemplated hereby, be honored by in each case to the extent that any such Claim pertains to any matter or fact arising, existing, or occurring prior to or at the Effective Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under applicable Law or the Company's Certificate of Incorporation, By-laws or indemnification agreements in effect at the date hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit; provided, however, that the Surviving Company and its Subsidiaries and continue in full force and effect, and Corporation shall not be amended, repealed liable for or otherwise modified be required to indemnify an Indemnified Party with respect to any amounts paid in settlement of any Claims without the written consent of Surviving Corporation (which consent shall not be unreasonably withheld or delayed). Without limiting the foregoing, in the event any Indemnified Party becomes involved in any manner capacity in any Claim of the type described above, then from and after the Effective Time, Parent shall cause the Surviving Corporation as its sole shareholder to periodically advance (such advancement to be mandatory rather than permissive) to such Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that would adversely affect any right thereunder such Indemnified Party is not entitled thereto. Any Indemnified Party wishing to claim indemnification under this Section 6.07, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Surviving Corporation. The Indemnified PartyParties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict of interest or a potential conflict of interest on any significant issue between the positions of any two or more Indemnified Parties.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after In the Effective Time, Parent shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting event of any collateral) to repay threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including any such advancesclaim, if it is ultimately determined that such Person is not entitled to indemnification) each Person action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the Effective Time date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries and any Person acting as director(the "Indemnified Parties") is, officeror is threatened to be, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid made a party based in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law whole or in equity part on, or order arising in whole or rulingin part out of, by reason of or pertaining to (i) the fact that the Indemnified Party he is or was a director or officer of the Company or any of its Subsidiaries or is (ii) this Agreement or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request any of the CompanyTransactions, including the approval of this Agreement and the Merger and the other transactions contemplated hereby whether in any case asserted or arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, Parent shall and shall cause the Surviving Company Corporation to, indemnify and hold harmless, to the fullest extent permitted by law, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including advances of reasonable attorney's fees and expenses prior to the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking required by applicable law), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time), the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with Parent; provided, however, that: (1) Parent shall cooperate with have the right to assume the defense thereof and upon such assumption Parent shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if Parent elects not to assume such defense or counsel for the Indemnified Parties reasonably advises that there are (under applicable standards of any matter covered by this Section 6.8. Without limitation professional conduct) issues which raise conflicts of the foregoing or any other provision of this Section 6.8, interest between Parent and the Company agree Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with Parent, and Parent shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties; (2) Parent shall in all cases be obligated pursuant to this paragraph to pay for only one firm or counsel and any necessary local counsel for all Indemnified Parties except that if counsel for the Indemnified Parties reasonably advises that there are (under applicable standards of professional conduct) issues which raise conflicts of interest among one or more of the Indemnified Parties, Parent will be obligated to pay for separate counsel such Indemnified Parties as to which there are conflicts; (3) Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld or delayed); and (4) Parent shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. It is agreed and understood that Parent's agreement to provide the indemnification contemplated hereunder is no way intended to expand the scope of the indemnification obligations beyond that which a corporation would be permitted to provide to its own officers or directors under Delaware Law. Any Indemnified Party wishing to claim Indemnification under this Section 7.06, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent thereof, provided that the failure to so notify Parent shall not affect the obligations of Parent under this Section 7.06 except to the extent such failure to notify prejudices Parent. Parent's obligations under this Section 7.06 shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, however, that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor respect of any Indemnified Party, whether provided in claim (a "Claim") asserted or made within such period shall continue until the certificate final disposition of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified PartyClaim.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after Until the third anniversary of the Effective TimeTime and for so long thereafter as any claim for indemnification asserted on or prior to such date has not been fully adjudicated, Parent shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), Corporation shall indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person person who is now, or has been at any time prior to the Effective Time date hereof or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Planthe "Indemnified Parties") who is or has acted as such at the request of the Company against (each an “Indemnified Party”i) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penaltiescosts and expenses (including reasonable attorneys' fees), liabilities liabilities, judgments and settlement amounts that are paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, investigation (whether civil, criminal, administrative, regulatory administrative or investigative and whether asserted or other Proceeding claimed prior to, at law or in equity after the Effective Time) that is based on, or order or rulingarises out of, by reason of the fact that the such Indemnified Party is or was a director or officer of the Company or any of its Subsidiaries and relates to or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising arises out of any action or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions omission occurring at or prior to the Effective Time ("Indemnified Liabilities"), and (ii) all Indemnified Liabilities based on, or arising out of, or pertaining to this Agreement or the rights transactions contemplated hereby, in each case to advancement of expenses relating thereto now existing in favor of any Indemnified Partythe full extent a corporation is permitted under applicable law to indemnify its own directors or officers, whether as the case may be; provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by that the Surviving Company and its Subsidiaries and continue in full force and effect, and Corporation shall not be amendedliable for any settlement of any claim effected without its written consent; and provided, repealed further, that the Surviving Corporation shall not be liable for any Indemnified Liabilities which occur as a result of the Indemnified Party's criminal or otherwise modified fraudulent actions. Without limiting the foregoing, in the event that any manner that would adversely affect such claim, action, suit, proceeding or investigation is brought against any right thereunder Indemnified Party (whether arising prior to or after the Effective Time), (w) the Surviving Corporation will pay expenses in advance of the final disposition of any such claim, action, suit, proceeding or investigation to each Indemnified PartyParty to the full extent permitted by applicable law; provided that the person to whom expenses are advanced provides any undertaking required by applicable law to repay such advance if it is ultimately determined that such person is not entitled to indemnification; (x) the Indemnified Parties shall retain counsel satisfactory to the Surviving Corporation; (y) the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; and (z) the Surviving Corporation shall use all commercially reasonable efforts to assist in the defense of any such matter. Any Indemnified Party wishing to claim indemnification under this Section, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Surviving Corporation, but the failure so to notify the Surviving Corporation shall not relieve the Surviving Corporation from any liability which it may have under this paragraph except to the extent such failure materially prejudices the Surviving Corporation. The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties in which case, the Indemnified Parties may retain more than one law firm.

Directors’ and Officers’ Indemnification and Insurance. (a) From The Restated Certificate of Incorporation and after Bylaws of the Effective TimeCompany and its Subsidiaries shall not be amended, Parent shallrepealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would adversely affect the indemnification rights thereunder of individuals who at the Closing Date were directors, and shall cause officers, agents or employees of either the Surviving Company toor the Subsidiaries or otherwise entitled to indemnification pursuant to the Restated Certificate of Incorporation and/or Bylaws of the Company or its Subsidiaries (collectively, jointly and severally, to the "Indemnified Parties"). To the fullest extent permitted by Law (including to the fullest extent authorized required or permitted by any amendments to applicable law, the Company or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided)Subsidiaries, indemnifyas applicable, defend shall indemnify and hold harmless (and promptly shall advance expenses to) the Indemnified Parties against and from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting all liability, losses, demands, claims, actions or causes of any collateral) to repay such advancesaction, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is nowsuits, or has been at any time prior to the Effective Time or who becomes prior to the Effective Timeproceedings, a director or officer of the Company or any of its Subsidiaries and any Person acting as directorinvestigations, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgmentsdeficiencies, fines, losses, claims, damages, penalties, liabilities costs, damages and expenses whatsoever, whether foreseeable or unforeseeable, including without limitation, all legal, accounting and other professional fees, or other amounts paid in settlement or incurred otherwise in connection with any actual or threatened claim matter above (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law "Claim") based in whole or in equity or order or ruling, by reason of part on the fact that the Indemnified Party such person is or was a director or officer of any of the Company or its the Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts actions or omissions occurring at or prior to the Effective Time and (including, without limitation, the rights transactions contemplated by this Agreement), in each case to advancement of expenses relating thereto now existing in favor of any the fullest extent permitted by the DGCL. Any determination required to be made with respect to whether an Indemnified Party, whether provided in 's conduct complies with the certificate of incorporation or bylaws (or comparable organizational documents) of standards set forth under the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, foregoing provisions shall survive the Merger, be honored made by independent legal counsel acceptable to both the Surviving Company Corporation and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation and indemnification (and all rights to advancement of expenses relating thereto) for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement, including the Merger), now existing in favor of the Indemnitees as provided in the Charter or Bylaws (or such equivalent organizational or governing documents of any of the Company’s Subsidiaries as in effect on the date of this Agreement) or in any Contract between such Indemnitee and the Company or any of its Subsidiaries (in each case as in effect on the date hereof) shall survive the Merger and shall continue in full force and effect. From and after the Effective Time, Parent shall, and the Surviving Corporation shall (and Parent shall cause the Surviving Company Corporation to) indemnify, jointly defend and severallyhold harmless, and advance expenses to, to the fullest extent the Company would have been permitted to do so under applicable Law, Indemnitees with respect to (x) all acts or omissions by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time them in their capacities as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time at or prior to the Effective Time or who becomes prior to the Effective Time, a director or officer of the Company or (y) any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrativeadministrative or investigative, regulatory to the extent such claim, action, suit, proceeding or investigative investigation arises out of or other Proceeding at law pertains to the Merger, this Agreement and any transactions contemplated hereby, in either case, to the fullest extent permitted by (i) the Charter or in equity Bylaws (or order such equivalent organizational or ruling, by reason governing documents of any of the fact that Company’s Subsidiaries as in effect on the Indemnified Party is or was a director or officer date of this Agreement), (ii) any indemnification agreement of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at other applicable contract as in effect on the request of the Company, including the approval date of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated herebyAgreement, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and which provisions thereafter shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right the rights thereunder of any such Indemnified PartyIndemnitees or (iii) applicable Law. Parent shall cause the articles of incorporation, bylaws or other organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and limitation of director, officer and employee liability that are no less favorable to the Indemnitees than those set forth in the Charter and Bylaws and the Company’s Subsidiaries’ organizational documents as of the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnitees. Parent shall also cause the Surviving Corporation to honor the Company’s obligations pursuant to Section 6.6 of the Manhattan Merger Agreement. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.6.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after In the Effective Time, Parent shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting event of any collateral) to repay threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such advancesclaim, if it is ultimately determined that such Person is not entitled to indemnification) each action, suit, proceeding or investigation in which any Person who is now, or has been at any time prior to the Effective Time date of this Agreement, or who becomes prior to the Effective Time, a director director, officer or officer employee of the Company Seller (the “Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director, officer or employee of the Seller, or any of its Subsidiaries and their respective predecessors or (ii) this Agreement or the other Transaction Documents or any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (transactions contemplated hereby or thereby, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, the Buyer shall indemnify and hold harmless, as and to the fullest extent permitted by law or applicable Governmental Authorities, each an “such Indemnified Party”) from and Party against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penaltiesliabilities, liabilities costs, expenses (including advancing reasonable attorneys’ fees and expenses as and when incurred prior to the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by law or applicable Governmental Authorities upon receipt of any undertaking required by applicable law or applicable Governmental Authorities), judgments, fines and amounts paid in settlement or incurred in connection with any such threatened or actual or threatened claim (including a claim of violation of applicable Law)claim, action, auditsuit, demandproceeding or investigation, and in the event of any such threatened or actual claim, action, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, investigation (whether asserted or claimed prior Exhibit 2.1 to, at arising before or after the Effective Time. Parent ), the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Buyer; provided, however, that (w) the Buyer shall have the right to assume the defense thereof (provided the Buyer confirms in writing to the Indemnified Party its obligations to indemnify such party to the fullest extent permitted by law and provided the Surviving Company Buyer is at least “adequately capitalized” as defined in the relevant prompt corrective action regulations) and upon such assumption the Buyer shall cooperate with not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if the Buyer elects not to assume such defense or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between the Buyer and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Buyer, and the Buyer shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties upon submission of invoices therefor, (x) the Buyer shall be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, unless the proposed counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest among such parties, in which case the Buyer shall pay the reasonable fees and expenses of one additional counsel to the extent necessary to avoid such conflict, (y) the Buyer shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld), and (z) the Buyer shall have no obligation under this Section 6.7(a) to any Indemnified Party when and if, and only to the extent, a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law or applicable Governmental Authorities. Any Indemnified Party wishing to claim Indemnification under this Section 6.7, upon learning of any matter covered by such claim, action, suit, proceeding or investigation, shall notify the Buyer thereof, provided, that the failure to so notify shall not affect the obligations of the Buyer under this Section 6.86.7 except to the extent such failure to notify materially prejudices the Buyer. Without limitation of the foregoing or any other provision of The Buyer’s obligations under this Section 6.86.7 shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, Parent and the Company agree however, that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor respect of any Indemnified Party, whether provided in claim asserted or made within such period shall continue until the certificate final disposition of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Partyclaim.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after Without limiting any additional rights that any employee may have under any employment agreement or Company Plan, from the Effective TimeTime through the sixth (6th) anniversary of the date on which the Effective Time occurs, each of Holdco and Parent shall, and shall or shall cause the Surviving Company Corporation to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend indemnify and hold harmless each present (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time, a ) and former officer and director or officer of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company Subsidiaries (each an the “Indemnified PartyParties”) from and ), against any and all costs or expenses (including reasonable attorneys’ feesclaims, expenses and disbursements)losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damagesincluding attorneys’ fees and disbursements, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrativeadministrative or investigative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to (i) the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any fact that an Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation is or was an officer or director of the foregoing Company or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts Subsidiaries or omissions is or was serving at the request of the Company or any of the Company Subsidiaries as a director or officer of another corporation, partnership, joint venture, trust or other enterprise or non-profit entity, (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the rights transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time or (iii) enforcement of this Section 6.7(a) if such officer or director prevails with respect to such enforcement, in each case to the fullest extent permitted under applicable law. In the event of any such claim, action, suit, proceeding or investigation or in enforcing this Section 6.7(a), (A) each Indemnified Party will be entitled to advancement of expenses relating thereto now existing incurred in favor the defense of any claim, action, suit, proceeding or investigation from the Surviving Corporation within ten (10) Business Days of receipt by the Surviving Corporation from the Indemnified PartyParty of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, whether provided in if and only to the certificate extent then required by the NRS, to repay such advances if it is ultimately determined that such person is not entitled to such indemnification, (B) neither Holdco, Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification agreement between 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 the Company or any of its Subsidiaries, shall survive the Merger, be honored by (C) the Surviving Company and its Subsidiaries and continue Corporation shall cooperate in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder the defense of any such Indemnified Partymatter.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective TimeClosing, Parent shallthe Company agrees that, and for a period of six (6) years following the Closing Date, it shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend indemnify and hold harmless (each present and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable former director, manager, officer and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time, a director or officer employee of the Company or any of its Subsidiaries and any Person acting Subsidiaries, as directorapplicable, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, damages or liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigationAction, whether civil, criminal, administrativeadministrative or investigative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to matters existing or occurring at or prior to the Merger and the other transactions contemplated herebyClosing, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8Closing, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and fullest extent that the Company or any of its Subsidiaries, shall survive as the Mergercase may be, be honored by the Surviving Company would have been permitted under applicable law and its Subsidiaries and continue respective articles of incorporation, articles of organization, operating agreement, bylaws or other organizational documents in full force and effecteffect on the date of this Agreement to indemnify such person (including promptly advancing expenses as incurred to the fullest extent permitted under applicable law); provided that, the applicable indemnified Person provides an undertaking to repay any such amounts to the extent such Person is found not to be entitled to such amounts pursuant to a final, non-appealable order of a court of competent jurisdiction or to the extent required by applicable law. For a period of six years after the Closing, Purchaser shall not, and shall not be amendedpermit any member of the Company Group to, repealed amend, repeal or otherwise modified modify (in a manner adverse to the beneficiary thereof) any provision in any manner that would adversely affect any right thereunder member of the Company Group’s articles of incorporation, articles of organization, operating agreement, bylaws or other organizational documents relating to the exculpation or indemnification of any officers or directors, it being the intent of the Parties hereto that the officers and directors of any member of the Company Group on the date hereof shall continue to be entitled to such Indemnified Partyexculpation and indemnification to the full extent of the law.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective TimeXxxxxxx agrees that all rights to indemnification, Parent shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law advancement of expenses or exculpation (including to the fullest extent authorized or permitted by any amendments to or replacements all limitations on personal liability) existing as of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided)in favour of each present and former director, indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting officer or employee of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time, a director or officer of the Company Fleetmatics or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid provided for in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law their respective Organisational Documents or in equity any agreement to which Fleetmatics or order or ruling, by reason any of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent party in respect of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts actions or omissions occurring at or prior to the Effective Time (including actions or omissions occurring at or prior to the Effective Time arising out of the transactions contemplated by this Agreement) shall survive the consummation of the Scheme and shall continue in full force and effect in accordance with their terms. For a period of six (6) years after the rights to Effective Time, Verizon shall maintain in effect the provisions for indemnification, advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided or exculpation in the certificate Organisational Documents of incorporation Fleetmatics and its Subsidiaries or bylaws (or comparable organizational documents) of the Company in any agreement to which Fleetmatics or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, is a party and shall not be amendedamend, repealed repeal or otherwise modified modify such provisions in any manner that would adversely affect any right the rights thereunder of any individuals who at any time prior to the Effective Time were directors, officers or employees of Fleetmatics or any of its Subsidiaries in respect of actions or omissions occurring at or prior to the Effective Time (including actions or omissions occurring at or prior to the Effective Time arising out of the transactions contemplated by this Agreement); provided, however, that in the event any claim, action, suit proceeding or investigation is pending, asserted or made either prior to the Effective Time or within such Indemnified Partysix year period, all rights to indemnification, advancement of expenses or exculpation required to be continued pursuant to this Clause 7.3(a) in respect thereof shall continue until disposition thereof.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective TimeClosing Date, Parent shall, Purchaser will and shall will cause the Surviving Company to, jointly and severally, Companies to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend i) indemnify and hold harmless (and promptly advance expenses release from time any liability to time as incurred Purchaser or the Companies) each Person who on or prior to the fullest extent permitted by LawClosing Date was a director, manager, or officer of any Company (each, an “Indemnitee”) against and from all (A) attorneys’ fees and all other costs, charges, and expenses (collectively, “D&O Expenses”) paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing to defend, be a witness in, or participate in any threatened, pending, or completed Action based on, arising out of, or relating to the fact that such Person is or was a director, manager, or officer, of any Company 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 (B) losses, claims, damages, judgments, or amounts paid in settlement (collectively, “D&O Costs”) in respect of any D&O Indemnifiable Claim and (ii) pay on an as-incurred basis all D&O Expenses in advance of the final disposition of any Action that is the subject of the right to indemnification; provided that the Person to whom expenses such D&O Expenses are to be advanced provides a reasonable and customary an undertaking (which shall not include posting of any collateral) to repay such advances, advances if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior . Notwithstanding anything in this Agreement to the Effective Time or who becomes prior to contrary, the Effective Time, a director or officer obligations of the Company or any of its Subsidiaries Purchaser and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by Companies under this Section 6.8. Without limitation of the foregoing or 6.5 with respect to any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and Action will continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder effect until the final resolution of any such Indemnified PartyAction.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after Without limiting any additional rights that any person may have under any employment agreement, Company Plan, the Certificate of Incorporation or the By-Laws, but without duplication thereof, from the Effective TimeTime through the sixth anniversary of the date on which the Effective Time occurs, Parent shall, and or shall cause the Surviving Company Corporation to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend indemnify and hold harmless each present (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time Time) and former officer, director or who becomes employee of the Company and its subsidiaries (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 (other than any of the foregoing brought or initiated by such Indemnified Party, except for actions commenced to enforce such Indemnified Party’s rights under this Section 6.7), whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was an officer, director, employee, fiduciary or agent, at or prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries and any Person acting subsidiaries or (ii) the Indemnified Party’s service, at or prior to the Effective Time, at the request of, or to represent the interests of, the Company as a director, officer, partner, member, trustee, fiduciary, employee or agent of another Person corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise including any charitable or not-for-profit public service organization or trade association or (iii) matters existing or occurring at or prior to the Effective Time (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger transactions and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions actions contemplated hereby), whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time, to the fullest extent permitted under applicable law. Parent and In the Surviving Company shall cooperate with event of any such claim, action, suit, proceeding or investigation, in addition to any rights provided in the By-Laws, (x) subject to applicable law, each Indemnified Party will be entitled to advancement of reasonable expenses (including attorneys’ fees and disbursements) incurred in the defense of any claim, action, suit, proceeding or investigation from Parent or the Surviving Corporation within ten business days of receipt by Parent or the Surviving Corporation from the Indemnified Party 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, to repay such advances if it is ultimately determined that such person is not entitled to indemnification, (y) neither Parent nor the Surviving Corporation 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 (z) the Surviving Corporation shall in its discretion have the right to direct the defense of any such matter covered by this Section 6.8in all respects, and, to the extent it elects not to direct such defense, shall use reasonable best efforts to cooperate in the defense of any such matter. Without limitation of Parent agrees to honor and perform under, and to cause the foregoing or any other provision of this Section 6.8Surviving Corporation to honor and perform under, Parent and all indemnification obligations under the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing Plans set forth in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documentsSection 6.7(a) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified PartyDisclosure Schedule.

Directors’ and Officers’ Indemnification and Insurance. (a) From and 7.9.1. For a period of six years after the Effective Time, Parent shall, and Bridge Bancorp shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person person who is now, or who has been at any time prior to before the Effective Time date hereof or who becomes prior to before the Effective Time, a an officer, director or officer employee of CNB (the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified PartyParties”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penaltiescosts, expenses (including attorney’s fees), liabilities and or judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of Bridge Bancorp, which consent shall not be unreasonably withheld) of or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrativeor administrative (each a “Claim”), regulatory in which an Indemnified Party is, or investigative is threatened to be made, a party or other Proceeding at law witness in whole or in equity part or order arising in whole or ruling, by reason in part out of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or such person is or was a director, officerofficer or employee of CNB if such Claim pertains to any matter of fact arising, trusteeexisting or occurring at or before the Effective Time (including, fiduciarywithout limitation, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed prior Exhibit 2.1 tobefore, at or after after, the Effective Time. Parent and , to the Surviving Company shall cooperate with any Indemnified Party in fullest extent as would have been permitted by CNB under the defense of any matter covered by this Section 6.8. Without limitation regulations of the foregoing or any other provision OCC, including as applicable the DCGL, and under CNB’s Articles of this Section 6.8, Parent Association and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of Bylaws. Bridge Bancorp shall pay expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) advance of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder final disposition of any such action or proceeding to each Indemnified PartyParty to the fullest extent as would have been permitted by CNB under the National Bank Act and the regulations of the OCC, including as applicable the DCGL, and under CNB’s Articles of Association and Bylaws, upon receipt of an undertaking to repay such advance payments if such officer, director or employee shall be adjudicated or determined to be not entitled to indemnification. Any Indemnified Party wishing to claim indemnification under this Section 7.9.1 upon learning of any Claim, shall notify Bridge Bancorp (but the failure so to notify Bridge Bancorp shall not relieve it from any liability which it may have under this Section 7.9.1, except to the extent such failure materially prejudices Bridge Bancorp) and shall deliver to Bridge Bancorp the undertaking referred to in the previous sentence.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and 7.9.1. The Company shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person person who is now, or who has been at any time prior to before the Effective Time date hereof or who becomes prior to before the Effective Time, a an officer or director or officer of NHBT (the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified PartyParties”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penaltiescosts, expenses (including attorney’s fees), liabilities and or judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of the Company, which consent shall not be unreasonably withheld) of or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrativeor administrative (each a “Claim”), regulatory in which an Indemnified Party is, or investigative is threatened to be made, a party or other Proceeding at law witness in whole or in equity part or order arising in whole or ruling, by reason in part out of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or such person is or was a director, officerofficer or employee of NHBT if such Claim pertains to any matter of fact arising, trusteeexisting or occurring at or before the Effective Time (including, fiduciarywithout limitation, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed prior Exhibit 2.1 tobefore, at or after after, the Effective Time, to the fullest extent as would have been permitted by NHBT under West Virginia law and under NHBT’s Articles of Incorporation and Bylaws. Parent and the Surviving The Company shall cooperate with any Indemnified Party pay expenses in the defense of any matter covered by this Section 6.8. Without limitation advance of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder final disposition of any such action or proceeding to each Indemnified PartyParty to the fullest extent as would have been permitted by NHBT under West Virginia law and under NHBT’s Articles of Incorporation and Bylaws, upon receipt of an undertaking to repay such advance payments if he shall be adjudicated or determined to be not entitled to indemnification in the manner set forth below. Any Indemnified Party wishing to claim indemnification under this Section 7.9 upon learning of any Claim, shall notify the Company (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 7.9, except to the extent such failure materially prejudices the Company) and shall deliver to the Company the undertaking referred to in the previous sentence.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after In the Effective Time, Parent shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting event of any collateral) to repay threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including any such advancesclaim, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is nowaction, suit, proceeding or has been at investigation in which any time prior to the Effective Time present or who becomes prior to the Effective Time, a former director or officer of the Company or any of its Subsidiaries and (together, the “Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, any action or failure to take action by any such Person acting as director, officer, trustee, fiduciary, employee or agent of another Person in such capacity taken prior to the Effective Time (including with respect to any Company Benefit Plan) who is action or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred failure to take action occurring in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out consummation of or pertaining to the Merger and or any of the other transactions contemplated hereby), whether asserted or claimed prior Exhibit 2.1 toParent and the Surviving Corporation (each, at or an “Indemnifying Party”) will, jointly and severally, from and after the Effective Time. Parent , indemnify, defend and hold harmless, as and to the Surviving fullest extent permitted or required by applicable Law and required by the Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing Organizational Documents (or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable similar organizational documents) document of the Company or any of its Subsidiaries Subsidiaries), when applicable, and any indemnity agreements applicable to any such Indemnified Party or in any indemnification agreement Contract between such an Indemnified Party and the Company or any one of its Subsidiaries, in each case, in effect on the date of this Agreement, against any losses, claims, damages, liabilities, costs, legal and other expenses (including reimbursement for legal and other fees and expenses incurred in advance of the final disposition of any claim, action, suit, proceeding or investigation to each Indemnified Party), judgments, fines and amounts paid in settlement incurred by such Indemnified Party in connection with such claim, action, suit, proceeding or investigation. Parent shall, or shall survive cause the MergerSurviving Corporation to, be honored promptly advance all out-of-pocket expenses of each Indemnified Party in connection with any such claim, action, suit, proceeding or investigation as such expenses (including reasonable attorneys’ fees and disbursements) are incurred upon receipt from such Indemnified Party of a request therefor; provided (if and to the extent required by the DGCL or other applicable Law) that such Indemnified Party undertakes to repay such amount if it is ultimately determined that such Indemnified Party is not entitled to be indemnified under the DGCL or other applicable Law with respect to such claim, action, suit, proceeding or investigation. In the event any claim, action, suit, proceeding or investigation is brought against any Indemnified Party, Parent and the Surviving Company and its Subsidiaries and continue Corporation shall each use all commercially reasonable efforts to assist in full force and effectthe vigorous defense of such matter, and provided that neither Parent nor the Surviving Corporation shall not be amendedsettle, repealed compromise or otherwise modified consent to the entry of any judgment in any manner that would adversely affect claim, action, suit, proceeding or investigation (and in which indemnification could be sought by such Indemnified Party hereunder) without the prior written consent of such Indemnified Party if and to the extent the claimant seeks any right thereunder of any non-monetary relief from such Indemnified Party.

Directors’ and Officers’ Indemnification and Insurance. (a) From The Certificate of Incorporation and after the Effective Time, Parent shall, and shall cause Bylaws of the Surviving Corporation shall contain the same provisions with respect to indemnification, advancement and director exculpation as are set forth in the Certificate of Incorporation and Bylaws of the Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after on the date of this Agreement that increase the extent to Agreement, which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which provisions shall not include posting be amended, repealed or otherwise modified for a period of six years from the Effective Time in any collateral) to repay such advances, if it is ultimately determined manner that such Person is not entitled to indemnification) each Person would affect adversely the rights thereunder of persons who is now, or has been at any time prior to the Effective Time were entitled to indemnification, advancement or who becomes exculpation under the Certificate of Incorporation or Bylaws of the Company in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), unless such modification is required by Law. (b) The Company shall, to the fullest extent permitted under applicable Law and regardless of whether the Merger becomes effective, indemnify and hold harmless, and, after the Effective Time, a Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless, each present and former director or officer of the Company and each Company Subsidiary and each such person that served at the request of the Company or any of its Subsidiaries and any Person acting Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another Person corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (including any Company Benefit Plancollectively, the "Indemnified Parties") who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or and expenses (including reasonable attorneys’ ' fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and settlement amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigationinvestigation (whether arising before or after the Effective Time), whether civil, criminaladministrative or investigative, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to any action or omission in their capacities as officers or directors, in each case occurring before the Merger and Effective Time (including the other transactions contemplated hereby, whether asserted by this Agreement). The Company (or claimed prior Exhibit 2.1 to, at or from and after the Effective Time. , Parent and Surviving Corporation) will be entitled to participate in and, to the Surviving Company shall cooperate with any Indemnified Party in extent that may desire, assume the defense of any matter covered action, with counsel reasonably satisfactory to the Indemnified Party; provided, however, if any Indemnified Party reasonably believes that, by this Section 6.8. Without limitation reason of an actual or potential conflict of interest, it is advisable for such Indemnified Party to be represented by separate counsel, or if the foregoing Company (or any other provision of this Section 6.8from and after the Effective Time, Parent and the Surviving Corporation) shall fail to assume responsibility for such defense, such Indemnified Party may retain counsel reasonably satisfactory to Company agree that all rights to indemnification (or from and exculpation from liability for acts or omissions occurring at or prior to after the Effective Time Time, Parent and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documentsSurviving Corporation) of the Company or any of its Subsidiaries or in any indemnification agreement between who will represent such Indemnified Party and the Company (or from and after the Effective Time, Parent and Surviving Corporation) shall pay all reasonable legal fees and expenses of such counsel promptly as statements therefore are received to the fullest extent permitted by applicable Law upon receipt of any undertaking contemplated by Section 145(e) of the DGCL. The Indemnified Parties and the Company (or from and after the Effective Time, Parent and Surviving Corporation) shall cooperate in the defense of any such matter; provided, however, that neither the Company, Parent nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld or delayed). (c) For a period of six years after the Effective Time, Parent shall cause to be maintained in effect the current directors' and officers' liability insurance policies maintained by the Company and shall pay the aggregate cost of maintaining such policies for such six (6) year period up to a maximum of $700,000 plus the amount of any refund or credit resulting from the termination of the Company's directors' and officers' liability insurance policies (the "Maximum Insurance Premium"); provided, however, that the Company agrees to cooperate in good faith with Parent in order to obtain the lowest premium for the above-referenced coverage. In the event that such maximum insurance Premium is insufficient for the above-referenced coverage, the Company may spend up to the Maximum Insurance Premium to purchase such lesser coverage that may be obtained for the Maximum Insurance Premium. (d) This SECTION 6.06 is intended to be for the benefit of, and shall be enforceable by, the Indemnified Parties and their heirs and personal representatives and shall be binding on the Surviving Corporation and its successors and assigns. In the event the Company or the Surviving Corporation or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, their respective successors or assigns (i) consolidates with or merges into any other person and shall not be amendedthe 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, repealed then, and in each case, proper provision shall be made so that the successors and assigns of the Company or otherwise modified the Surviving Corporation, as the case may be, honor the indemnification obligations set forth in any manner that would adversely affect any right thereunder of any such Indemnified Party.this SECTION 6.06. SECTION 3.07

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective Time, Parent IOS shall, and or shall cause the Surviving Company Corporation to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person person who is now, or has been at any time prior to the Effective Time date hereof or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries and any Person acting as director(collectively, officer, trustee, fiduciary, employee or agent of another Person the "INDEMNIFIED PARTIES") against (including any Company Benefit Plani) who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penaltiescosts and expenses (including reasonable attorneys' fees and expenses), liabilities liabilities, judgments and settlement amounts that are paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, investigation (whether civil, criminal, administrative, regulatory administrative or investigative and whether asserted or other Proceeding claimed prior to, at law or in equity after the Effective Time) that is based on, or order or rulingarises out of, by reason of the fact that the such Indemnified Party is or was a director or officer or agent of the Company and relates to or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising arises out of any action or pertaining omission occurring at or prior to the Merger and the other transactions contemplated herebyEffective Time, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time, (the "INDEMNIFIED LIABILITIES"), and (ii) all Indemnified Liabilities based on, or arising out of, or pertaining to this Agreement or any of the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under applicable Law to so indemnify; PROVIDED, HOWEVER, that the Surviving Corporation shall not be liable for any settlement of any claim effected without its written consent (which consent shall not be unreasonably withheld, conditioned or delayed). Parent Without limiting the foregoing, in the event that any 35 such claim, action, suit, proceeding or investigation is brought against any Indemnified Party (whether arising prior to, at or after the Effective Time), (w) IOS shall, or shall cause the Surviving Corporation to pay expenses as incurred in advance of the final disposition of any such claim, action, suit, proceeding or investigation to each Indemnified Party to the full extent permitted by applicable Law; PROVIDED, HOWEVER, that the person to whom expenses are advanced provides any undertaking required by applicable Law to repay such advance if it is ultimately determined by a court of competent jurisdiction (after exhaustion of all avenues of appeal) that such person is not entitled to indemnification; (x) the Indemnified Parties shall retain counsel reasonably satisfactory to the Surviving Corporation; (y) IOS shall, or shall cause the Surviving Corporation to, pay all reasonable fees and expenses of such counsel for the Indemnified Parties (subject to the final sentence of this paragraph) promptly as statements thereof are received; and (z) IOS and the Surviving Company Corporation shall cooperate with any Indemnified Party use all commercially reasonable efforts to assist in the defense of any matter covered by this Section 6.8such matter. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Any Indemnified Party and the Company or any of its Subsidiarieswishing to claim indemnification under this SECTION 6.05, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder upon learning of any such Indemnified Partyclaim, action, suit, proceeding or investigation, shall notify the Surviving Corporation, but the failure so to notify the Surviving Corporation shall not relieve the Surviving Corporation from any liability which it may have under this paragraph except to the extent such failure materially prejudices the Surviving Corporation.

Directors’ and Officers’ Indemnification and Insurance. (a) From and 7.9.1. For a period of six years after the Effective Time, Parent shall, and ESSA shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person person who is now, or who has been at any time prior to before the Effective Time date hereof or who becomes prior to before the Effective Time, a an officer, director or officer employee of First Star or an First Star Subsidiary (the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified PartyParties”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penaltiescosts, expenses (including attorney’s fees), liabilities and or judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of ESSA, which consent shall not be unreasonably withheld) of or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrativeor administrative (each a “Claim”), regulatory in which an Indemnified Party is, or investigative is threatened to be made, a party or other Proceeding at law witness in whole or in equity part or order arising in whole or ruling, by reason in part out of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or such person is or was a director, officerofficer or employee of First Star or an First Star Subsidiary if such Claim pertains to any matter of fact arising, trusteeexisting or occurring at or before the Effective Time (including, fiduciarywithout limitation, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed prior Exhibit 2.1 tobefore, at or after after, the Effective Time, to the fullest extent as would have been permitted by First Star under the PCBL and under First Star’s Certificate of Incorporation and Bylaws. Parent and the Surviving Company ESSA shall cooperate with any Indemnified Party pay expenses in the defense of any matter covered by this Section 6.8. Without limitation advance of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder final disposition of any such action or proceeding to each Indemnified PartyParty to the fullest extent as would have been permitted by First Star under the PCBL and under First Star’s Certificate of Incorporation and Bylaws, upon receipt of an undertaking to repay such advance payments if he shall be adjudicated or determined to be not entitled to indemnification in the manner set forth below. Any Indemnified Party wishing to claim indemnification under this Section 7.9.1 upon learning of any Claim, shall notify ESSA (but the failure so to notify ESSA shall not relieve it from any liability which it may have under this Section 7.9.1, except to the extent such failure materially prejudices ESSA) and shall deliver to ESSA the undertaking referred to in the previous section.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after In the Effective Time, Parent shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting event of any collateral) to repay threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such advancesclaim, if it is ultimately determined that such Person is not entitled to indemnification) each Person action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the Effective Time date of this Agreement, or who becomes prior to the Effective Time, a director director, officer or officer employee of the Company or any of its the Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted in his/her role as such at a fiduciary of the request employee benefit plans of the Company or the Subsidiaries, if applicable) (the "Indemnified Parties") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director, officer or employee of the Company, any of the Subsidiaries or any of their respective predecessors or (ii) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, the Buyer shall indemnify and hold harmless, to the fullest extent permitted by applicable law, each an “such Indemnified Party”) from and Party against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penaltiesliabilities, liabilities costs, expenses (including reasonable attorney's fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation, upon receipt of any undertaking reasonably acceptable to the Company, if and to the extent required under applicable law), judgments, fines and amounts paid in settlement or incurred in connection with any such threatened or actual or threatened claim (including a claim of violation of applicable Law)claim, action, auditsuit, demandproceeding or investigation, and in the event of any such threatened or actual claim, action, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, investigation (whether asserted or claimed prior Exhibit 2.1 to, at arising before or after the Effective Time. Parent ), the Indemnified Parties may retain counsel reasonably satisfactory to them; provided, however, that (A) Buyer shall have the right to assume the defense thereof and upon such assumption the Surviving Company Buyer shall cooperate with not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if the Buyer elects not to assume such defense or counsel for the Indemnified Parties reasonably advises that there are issues which raise conflicts of any matter covered by interest between the Buyer and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Buyer shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (B) Buyer shall in all cases be obligated pursuant to this Section 6.8. Without limitation 6.10 to pay for only one firm of the foregoing or counsel for all Indemnified Parties, (C) Buyer shall not be liable for any other provision of this Section 6.8, Parent settlement effected without its prior written consent (which consent shall not be unreasonably withheld) and the Company agree that all rights (D) Buyer shall have no obligation hereunder to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified PartyParty when and if a court of competent jurisdiction shall ultimately determine, whether provided in the certificate and such determination shall have become final and nonappealable, that indemnification of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and in the Company or any of its Subsidiariesmanner contemplated hereby is prohibited by applicable Law. Any Indemnified Party wishing to claim indemnification under this Section 6.10, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder upon learning of any such Indemnified Partyclaim, action, suit, proceeding or investigation, shall promptly notify the Buyer thereof, provided that the failure to so notify shall not affect the obligations of the Buyer under this Section 6.10 except to the extent such failure to notify materially prejudices the Buyer.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company Xxxxxx Sub agree that all rights to exculpation and indemnification (and exculpation from liability all rights to advancement of expenses relating thereto) for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the Merger and the rights to advancement of expenses relating thereto other Transactions), now existing in favor of any Indemnified Party, whether the Indemnitees as provided in the certificate Amended and Restated Articles of incorporation Incorporation of the Company, as amended to date, and as most recently publicly filed prior to the date of this Agreement (the “Charter”), or bylaws the Amended and Restated Bylaws of the Company, as amended to date, and as most recently publicly filed prior to the date of this Agreement (“Bylaws”) (or comparable such equivalent organizational documentsor governing documents of any of the Company’s Subsidiaries as in effect on the date of this Agreement) or in any Contract between such Indemnitee and the Company or any of its Subsidiaries (in each case as in effect on the date hereof) shall survive the Merger and shall continue in full force and effect. From and after the Effective Time, Parent and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) indemnify, defend and hold harmless, and advance expenses to the Indemnitees, to the fullest extent the Company would have been permitted to do so under applicable Law, the Organizational Documents of the Company or its Subsidiaries as in effect on the date of this Agreement or any agreement in existence as of the date of this Agreement providing for indemnification or advancement of expenses between the Company or any of its Subsidiaries and any Indemnitee, with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including advancing fees and expenses of legal counsel) in connection with any Proceedings whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnitee is or was a member, director, manager, officer, employee or agent of the Company or any of its Subsidiaries or (B) acts or omissions by an Indemnitee in any indemnification agreement between such Indemnified Party and the Indemnitee’s capacity as a member, director, manager, officer, employee or agent of the Company or any of its SubsidiariesSubsidiaries or taken at the request of the Company or any of its Subsidiaries (including in connection with serving at the request of the Company or any of its Subsidiaries as a representative of another Person (including any employee benefit plan)), in each case under clause (A) or (B), whether prior to, at or after the Effective Time (including any Proceeding relating in whole or in part to the Transactions or relating to the enforcement of this provision or any other indemnification or expense advancement right of any Indemnitee). Without limiting the foregoing, Parent, from and after the Effective Time, shall survive cause the Mergerarticles of incorporation, be honored by bylaws or other Organizational Documents of the Surviving Company Corporation and its Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and continue limitation of director, officer and employee liability that are no less favorable to the Indemnitees than those set forth in full force the Charter and effectthe Bylaws and the Company’s Subsidiaries’ Organizational Documents as of the date of this Agreement, and which provisions thereafter shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right the rights thereunder of any such Indemnified Partythe Indemnitee. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.7.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after until the sixth anniversary of the Effective Time, Parent shalland for as long thereafter as any claim for indemnification under this Section asserted on or prior to such date has been fully adjudicated, and Concentra shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person person who is now, or has been at any time prior to the Effective Time date hereof or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Planthe "Indemnified ----------- Parties") who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penaltiescosts and expenses (including ------- reasonable attorneys' fees), liabilities liabilities, judgments and settlement amounts that are paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, investigation (whether civil, criminal, administrative, regulatory administrative or investigative and whether asserted or other Proceeding at law claimed prior to or in equity after the Effective Time) brought by a third party that is based on, or order or rulingarises out of, by reason of the fact that the such Indemnified Party is or was a director or officer of the Company or any of its Subsidiaries and relates to or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising arises out of any action or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party omission in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions such capacity occurring at or prior to the Effective Time ("Indemnified Liabilities"), to the ----------------------- full extent permitted under Delaware law, the Surviving Entity's certificate of incorporation or bylaws; provided, however, that the Company shall obtain the -------- ------- prior written consent of Concentra, which shall not be unreasonably withheld, before entering into or making any settlement, compromise, admission or acknowledgment of the validity of any claim, and the rights failure by the Company to advancement act in accordance with the foregoing shall relieve Concentra of expenses relating thereto now existing any liability thereto; and provided, further, that Concentra shall not consent to the entry of -------- ------- any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in favor respect of such action; and provided, further, that Concentra shall not be liable for any Indemnified Liabilities which occur as a result of the gross negligence or willful misconduct of any Indemnified Party. Without limiting the foregoing, whether provided in the certificate event that any such claim, action, 51 suit, proceeding or investigation is brought against any Indemnified Party, (x) Concentra will pay the expenses of incorporation or bylaws (or comparable organizational documents) an Indemnified Party in advance of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder final disposition of any such claim, action, suit, proceeding or investigation to each Indemnified PartyParty to the full extent permitted by Applicable Law; provided that -------- any Indemnified Party to whom expenses are advanced provides any undertaking required by Applicable Law to repay such advance if it is ultimately determined that the Indemnified Party is not entitled to indemnification; (y) Concentra shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties (subject to the final sentence of this paragraph) promptly as statements therefor are received; and (z) Concentra and the Indemnified Party shall use reasonable efforts to assist in the defense of any such matter. Any Indemnified Party wishing to claim indemnification under this paragraph, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Concentra in writing, but the failure so to notify Concentra shall not relieve Concentra from any liability which it may have under this paragraph except to the extent such failure materially and adversely prejudices Concentra. The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties, in which case the Indemnified Parties may retain more than one law firm.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent the Company would be permitted to do so by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law the DGCL adopted after the date of this Agreement that increase the extent to which indemnification a corporation may be providedindemnify its officers and directors), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided , provided, that the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time, a director or officer present and former directors and officers of the Company or any of its Subsidiaries and Subsidiaries, any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person entity or enterprise (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “"Indemnified Party”") from and against any and all costs or expenses (including reasonable attorneys’ ' fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law investigative, arising out of, relating to or in equity connection with any circumstances, developments or order matters in existence, or ruling, by reason of the fact that the Indemnified Party is acts or was a director omissions occurring or officer of the Company alleged to occur prior to or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the CompanyEffective Time, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after In the Effective Time, Parent shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting event of any collateral) to repay threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including any such advancesclaim, if it is ultimately determined that such Person is not entitled to indemnification) each Person action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the Effective Time date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified PartyParties”) from and against any and all costs is, or expenses (including reasonable attorneys’ feesis threatened to be, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid made a party based in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law whole or in equity part on, or order arising in whole or rulingin part out of, by reason of or pertaining to (i) the fact that the Indemnified Party he is or was a director or officer of the Company or any of its Subsidiaries or is (ii) this Agreement or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request any of the CompanyTransactions, including the approval of this Agreement and the Merger and the other transactions contemplated hereby whether in any case asserted or arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, Parent shall and shall cause the Surviving Company Corporation to, indemnify and hold harmless, to the fullest extent permitted by law, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including advances of reasonable attorney’s fees and expenses prior to the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking required by applicable law), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time), the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with Parent; provided, however, that: (1) Parent shall cooperate with have the right to assume the defense thereof and upon such assumption Parent shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if Parent elects not to assume such defense or counsel for the Indemnified Parties reasonably advises that there are (under applicable standards of any matter covered by this Section 6.8. Without limitation professional conduct) issues which raise conflicts of the foregoing or any other provision of this Section 6.8, interest between Parent and the Company agree Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with Parent, and Parent shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties; (2) Parent shall in all cases be obligated pursuant to this paragraph to pay for only one firm or counsel and any necessary local counsel for all Indemnified Parties except that if counsel for the Indemnified Parties reasonably advises that there are (under applicable standards of professional conduct) issues which raise conflicts of interest among one or more of the Indemnified Parties, Parent will be obligated to pay for separate counsel such Indemnified Parties as to which there are conflicts; (3) Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld or delayed); and (4) Parent shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. It is agreed and understood that Parent’s agreement to provide the indemnification contemplated hereunder is no way intended to expand the scope of the indemnification obligations beyond that which a corporation would be permitted to provide to its own officers or directors under Delaware Law. Any Indemnified Party wishing to claim Indemnification under this Section 7.06, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent thereof, provided that the failure to so notify Parent shall not affect the obligations of Parent under this Section 7.06 except to the extent such failure to notify prejudices Parent. Parent’s obligations under this Section 7.06 shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, however, that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor respect of any Indemnified Party, whether provided in claim (a “Claim”) asserted or made within such period shall continue until the certificate final disposition of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified PartyClaim.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective TimeClosing, Parent Purchaser shall, and shall cause the Surviving Company Acquired Companies to, jointly indemnify and severallyhold harmless each present and former director and officer of the Acquired Companies or any of its subsidiaries (in each case, when acting in such capacity) (the “D&O Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or awards paid in settlement incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative and whether formal or informal, arising out of, relating to or in connection with matters existing or occurring at or prior to the Closing (including the fact that such Person is or was a director or officer of any Acquired Company or any of its subsidiaries or was serving at the request of an Acquired Company or such subsidiary as a director, officer, employee or agent of another Person (including serving at the request of an Acquired Company or any such subsidiary with respect to any employee benefit plan), or for or any acts or omissions occurring or alleged to occur prior to the Closing), whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Acquired Company would have been permitted by under Delaware Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after and its Organizational Documents in effect on the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless indemnify such Person (and promptly Purchaser shall advance expenses from time (including reasonable legal fees and expenses) incurred in the defense of any proceeding, including any expenses incurred in enforcing such Person’s rights under this Section 5.11, regardless of whether indemnification with respect to time as incurred to the fullest extent permitted by Lawor advancement of such expenses is authorized under such Acquired Company’s Organizational Documents of any Acquired Company or its subsidiary; provided that the Person to whom expenses are advanced provides a reasonable and customary an undertaking (which shall not include posting of any collateral) to repay such advances, advances if it is ultimately determined that such Person is not entitled to indemnificationindemnification pursuant to this Section 5.11). In the event of any such proceeding (x) each Person who is nowneither Purchaser nor, following the Closing, any Acquired Company shall settle, compromise or has been at any time prior consent to the Effective Time or who becomes prior to the Effective Time, a director or officer entry of the Company or any of its Subsidiaries and judgment in any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as proceeding in which indemnification could be sought by such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the D&O Indemnified Party is hereunder, unless such settlement, compromise or was a director or officer consent includes an unconditional release of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or such D&O Indemnified Party from all liability arising out of such proceeding or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any such D&O Indemnified Party otherwise consents, and (y) Purchaser shall cause the Acquired Companies to reasonably cooperate in the defense of any matter covered by this Section 6.8such matter. Without limitation of In the foregoing or event any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of proceeding is brought against any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such D&O Indemnified Party and in which indemnification could be sought by such D&O Indemnified Party under this Section 5.11, (i) the Company or any of its SubsidiariesAcquired Companies shall have the right to control the defense thereof after the Closing (it being understood that, shall survive by electing to control the Mergerdefense thereof, the relevant Acquired Companies will be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect deemed to have waived any right thereunder to object to the D&O Indemnified Party’s entitlement to indemnification hereunder with respect thereto), (ii) each D&O Indemnified Party shall be entitled to retain his or her own counsel, whether or not the Acquired Company shall elect to control the defense of any such proceeding, (iii) Purchaser shall pay all reasonable fees and expenses of any counsel retained by an D&O Indemnified PartyParty promptly after statements therefor are received, whether or not Purchaser shall elect to control the defense of any such proceeding, and (iv) no D&O Indemnified Party shall be liable for any settlement effected without his or her prior express written consent.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective Offer Closing time for a period of not less than six (6) years from and after the Offer Closing Time, Parent shallJBT shall indemnify, defend and shall cause hold harmless all past and present directors and officers of the Surviving Company toand its Subsidiaries (each, jointly together with such person’s heirs, executors, or administrators, an “Indemnified Party”) against any and severallyall losses, claims, damages, liabilities, judgments, fines, amounts paid in settlement and other costs and expenses (including advancing attorneys’ fees and expenses prior to the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party), to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided)Law, indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)with, action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining otherwise related to matters existing or occurring prior to the Merger later of the Offer Closing Time or the consummation of the Squeeze Out, including, for the avoidance of doubt, any such costs and expenses arising under any claim with respect to the Closing and the other transactions contemplated herebyby this Agreement. For a period of six (6) years from the Closing, all rights to indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Closing, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent Closing, including, for the avoidance of doubt, any such matter arising under any claim with respect to the Closing and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered transactions contemplated by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8Agreement, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any each Indemnified Party, whether Party as provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company Marel or any of its Subsidiaries applicable Subsidiary, or in any indemnification agreement between such Indemnified Party in existence on the date of this Agreement and disclosed in full to JBT prior to the Company or any date of its Subsidiariesthis Agreement, shall survive the Merger, be honored by the Surviving Company Closing and its Subsidiaries and shall continue in full force and effect, and shall not be amended, repealed or otherwise modified effect in any manner that would adversely affect any right thereunder of any such Indemnified Partyaccordance with the terms thereof.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after In the Effective Time, Parent shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting event of any collateral) to repay threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such advancesclaim, if it is ultimately determined that such Person is not entitled to indemnification) each Person action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the Effective Time date of this Agreement, or who becomes prior to the Effective Time, a director director, officer or officer employee of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person the Bank (including any Company Benefit Plan) who is or has acted in his/her role as such at a fiduciary of the request employee benefit plans of the Company or the Bank, if applicable) (each an “the "Indemnified Party”Parties") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director, officer or employee of the Company, the Bank or any of their respective predecessors or (ii) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that for a period of six (6) years from and after the Effective Time, the Acquiror shall indemnify and hold harmless, to the fullest extent permitted by law, each such Indemnified Party against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penaltiesliabilities, liabilities costs, expenses (including reasonable attorney's fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking required by applicable law), judgments, fines and amounts paid in settlement or incurred in connection with any such threatened or actual or threatened claim (including a claim of violation of applicable Law)claim, action, auditsuit, demandproceeding or investigation, and in the event of any such threatened or actual claim, action, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, investigation (whether asserted or claimed prior Exhibit 2.1 to, at arising before or after the Effective Time. Parent ), the Indemnified Parties may retain counsel satisfactory to them; provided, however, that (A) Acquiror shall have the right to assume the defense thereof and upon such assumption the Surviving Company Acquiror shall cooperate with not be liable to any indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if the Acquiror elects not to assume such defense or counsel for the Indemnified Parties reasonably advises that there are issues which raise conflicts of any matter covered by interest between the Acquiror and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Acquiror shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (B) Acquiror shall in all cases be obligated pursuant to this Section 6.8. Without limitation 5.7 (a) to pay for only one firm of the foregoing or counsel for all Indemnified Parties, (C) Acquiror shall not be liable for any other provision of this Section 6.8, Parent settlement effected without its prior written consent (which consent shall not be unreasonably withheld) and the Company agree that all rights (D) Acquiror shall have no obligation hereunder to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Partyparty when and if a court of competent jurisdiction shall ultimately determine, whether provided in the certificate and such determination shall have become final and nonappealable, that indemnification of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and in the Company or any of its Subsidiariesmanner contemplated hereby is prohibited by applicable law. Any Indemnified Party wishing to claim indemnification under this Section 5.7, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder upon learning of any such Indemnified Partyclaim, action, suit, proceeding or investigation, shall promptly notify the Acquiror thereof, provided that the failure to so notify shall not affect the obligations of the Acquiror under this Section 5.7 except to the extent such failure to notify materially prejudices the Acquiror.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective Time, Parent the Surviving Company shall, and Parent shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend indemnify and hold harmless (each present and promptly advance expenses from time to time as incurred to former director and officer of the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable Company or any of its Subsidiaries and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or person who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries and any Person prior to the Effective Time (in each case, when acting as director, officer, trustee, fiduciary, employee or agent of another Person in such capacity) (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified PartyParties”) from and ), against any and all costs or expenses (including reasonable attorneys’ fees, expenses fees and disbursementsexpenses), judgments, fines, losses, claims, damages, penalties, liabilities and amounts or awards paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigationAction, whether civil, criminal, administrative, regulatory administrative or investigative and whether formal or other Proceeding at law informal, arising out of, relating to or in equity connection with such directorship or order office at or ruling, by reason of prior to the Effective Time (including the fact that the Indemnified Party such Person is or was a director or officer of the Company or any of its Subsidiaries or is any acts or was a director, officer, trustee, fiduciary, employee omissions occurring or agent of another Person at the request of the Company, alleged to occur from such directorship or office (including acts or omissions with respect to the approval of this Agreement and or the Merger and the other transactions contemplated hereby Transactions or arising out of or pertaining to the Merger Transactions and actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party) prior to the other transactions contemplated herebyEffective Time), whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. , to the fullest extent that the Company would have been permitted under the Laws of the Cayman Islands and its Memorandum and Articles of Association in effect on the date of this Agreement to indemnify such Person and Parent and or the Surviving Company shall cooperate with any Indemnified Party advance expenses (including reasonable attorneys’ fees) incurred in the defense of any matter covered by Action, including any expenses incurred in successfully enforcing such Person’s rights under this Section 6.86.10. Without limitation of the foregoing or any other provision of this This Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and 6.10 shall not be amended, repealed apply with respect to any Taxes on the Indemnified Parties’ remuneration or otherwise modified in any manner that would adversely affect any right thereunder of any benefits from such Indemnified Partydirectorship or office.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective TimeTime and until the fourth anniversary of the Effective Time and for so long thereafter as any claim for indemnification asserted on or prior to such date has not been fully adjudicated, Parent shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), Corporation shall indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person person who is now, or has been at any time prior to the Effective Time date hereof or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Planthe "Indemnified Parties") who is or has acted as such at the request of the Company against (each an “Indemnified Party”i) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penaltiescosts and expenses (including reasonable attorneys' fees), liabilities liabilities, judgments and settlement amounts that are paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, investigation (whether civil, criminal, administrative, regulatory administrative or investigative and whether asserted or other Proceeding claimed prior to, at law or in equity after the Effective Time) that is based on, or order or rulingarises out of, by reason of the fact that the such Indemnified Party is or was a director or officer or agent of the Company or any of its Subsidiaries and relates to or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising arises out of any action or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions omission occurring at or prior to the Effective Time ("Indemnified Liabilities"), and (ii) all Indemnified Liabilities based on, or arising out of, or pertaining to this Agreement or the rights transactions contemplated hereby, in each case to advancement of expenses relating thereto now existing in favor of any Indemnified Partythe fullest extent a corporation is permitted under applicable law to indemnify its own directors or officers, whether as the case may be; provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by that the Surviving Company and its Subsidiaries and continue in full force and effect, and Corporation shall not be amendedliable for any settlement of any claim effected without its written consent. Without limiting the foregoing, repealed in the event that any such claim, action, suit, proceeding or otherwise modified investigation is brought against any Indemnified Party (whether arising prior to or after the Effective Time), (w) the Surviving Corporation will pay expenses in any manner that would adversely affect any right thereunder advance of the final disposition of any such claim, action, suit, proceeding or investigation to each Indemnified PartyParty to the full extent permitted by applicable law; provided that the person to whom expenses are advanced provides any undertaking required by applicable law to repay such advance if it is ultimately determined that such person is not entitled to indemnification; (x) the Indemnified Parties shall retain counsel reasonably satisfactory to the Surviving Corporation; (y) the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties (subject to the final sentence of this paragraph) promptly as statements therefor are received; and (z) the Surviving Corporation shall use all commercially reasonable efforts to assist in the defense of any such matter. Any Indemnified Party wishing to claim indemnification under this Section, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Surviving Corporation, but the failure so to notify the Surviving Corporation shall not relieve the Surviving Corporation from any liability which it may have under this paragraph except to the extent such failure materially prejudices the Surviving Corporation. The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties in which case, the Indemnified Parties may retain more than one law firm.

Directors’ and Officers’ Indemnification and Insurance. (a) From In the event of any threatened or actual Action, whether civil or administrative, including any such Action in which any present or former director or officer of Parent or any of its Subsidiaries (together, the "Indemnified Parties") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, any action or failure to take action by any such Person in such capacity taken prior to the Effective Time, Parent (the "Indemnifying Party") will, from and after the Effective Time, Parent shallindemnify, defend and shall cause the Surviving Company tohold harmless, jointly as and severally, to the fullest extent permitted or required by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after in effect on the date of this Agreement that increase Agreement, against any losses, claims, damages, liabilities, costs, legal and other expenses (including reimbursement for legal and other fees and expenses incurred in advance of the extent final disposition of any claim, suit, proceeding or investigation to which indemnification may be providedeach Indemnified Party), indemnifyjudgments, defend fines and hold harmless (amounts paid in settlement actually and promptly advance expenses from time reasonably incurred by such Indemnified Party in connection with such claim Action, subject to time as incurred to the fullest extent permitted or Parent's receipt of an undertaking by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) such Indemnified Party to repay such advances, legal and other fees and expenses paid in advance if it is ultimately determined that such Person Indemnified Party is not entitled to indemnificationbe indemnified under applicable Law; provided, however, Parent will not be liable for any settlement effected without Parent's prior written consent (which will not be unreasonably delayed or withheld) each Person who is nowand will not be obligated to pay the fees and expenses of more than one counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in any jurisdiction with respect to any single such Action, or has been at any time prior except to the Effective Time extent that two or who becomes prior to more of such Indemnified Parties have conflicting interests in the Effective Time, a director or officer outcome of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party.

Directors’ and Officers’ Indemnification and Insurance. (a) From and Without limiting any additional rights that any employee, officer or director may have under any employment agreement or Benefit Plan or under the Company’s certificate of incorporation or bylaws, after the Effective Time, Parent the Buyer shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend indemnify and hold harmless each present (as of the Effective Time) and promptly advance expenses from time to time each former officer or director of the Company and its Subsidiaries (the “Indemnified Directors and Officers”), against all Actions, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including, attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of actions taken by them in their capacity as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, officers or has been directors at any time or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby), or who becomes prior to taken by them at the Effective Time, a director or officer request of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated herebySubsidiaries, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time, to the fullest extent permitted under applicable Law for a period of six years from the Effective Time. Parent Each Indemnified Director and the Surviving Company shall cooperate with any Indemnified Party Officer will be entitled to advancement of expenses incurred in the defense of any matter covered by this Section 6.8. Without limitation Action from the Surviving Company within ten Business Days of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored receipt by the Surviving Company from the Indemnified Director or Officer of a request therefor; provided that any Person to whom expenses are advanced provides an undertaking, if and its Subsidiaries and continue in full force and effectonly to the extent required by the NGCL, and to repay such advances if it is ultimately determined that such person is not entitled to indemnification. The Surviving Company shall not be amendedsettle, repealed compromise or otherwise modified consent to the entry of any judgment in any manner that would adversely affect any right thereunder of any proceeding or threatened Action (and in which indemnification could be sought by such Indemnified PartyDirector or Officer hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Director or Officer from all liability arising out of such Action or such Indemnified Director or Officer otherwise consents.

Directors’ and Officers’ Indemnification and Insurance. (a) From and 7.9.1. For a period of six years after the Effective Time, Parent shall, and OFC shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person person who is now, or who has been at any time prior to before the Effective Time date hereof or who becomes prior to before the Effective Time, a an officer, director or officer employee of GCB or a GCB Subsidiary (the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan"Indemnified Parties") who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penaltiescosts, expenses (including attorney's fees), liabilities and or judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of OFC, which consent shall not be unreasonably withheld) of or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrativeor administrative (each a "Claim"), regulatory in which an Indemnified Party is, or investigative is threatened to be made, a party or other Proceeding at law witness in whole or in equity part on or order arising in whole or ruling, by reason in part out of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or such person is or was a director, officerofficer or employee of GCB or a GCB Subsidiary if such Claim pertains to any matter of fact arising, trusteeexisting or occurring at or before the Effective Time (including, fiduciarywithout limitation, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed prior Exhibit 2.1 tobefore, at or after after, the Effective Time, to the fullest extent permitted under applicable state or Federal law (including OTS Regulations), OFC's Certificate of Incorporation and Bylaws, and under GCB's Certificate of Incorporation or Charter and Bylaws. Parent and the Surviving Company OFC shall cooperate with any Indemnified Party pay expenses in the defense of any matter covered by this Section 6.8. Without limitation advance of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder final disposition of any such action or proceeding to each Indemnified PartyParty to the full extent permitted by applicable state or Federal law (including OTS Regulations) upon receipt of an undertaking to repay such advance payments if he shall be adjudicated or determined to be not entitled to indemnification in the manner set forth below. Any Indemnified Party wishing to claim indemnification under this Section 7.9.1 upon learning of any Claim, shall notify OFC (but the failure so to notify OFC shall not relieve it from any liability which it may have under this Section 7.9.1, except to the extent such failure materially prejudices OFC) and shall deliver to OFC the undertaking referred to in the previous sentence.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after until the sixth anniversary of the Effective Time, Parent shalland for as long thereafter as any claim for indemnification under this Section asserted on or prior to such date has been fully adjudicated, and Concentra shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person person who is now, or has been at any time prior to the Effective Time date hereof or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Planthe "Indemnified Parties") who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penaltiescosts and expenses (including reasonable attorneys' fees), liabilities liabilities, judgments and settlement amounts that are paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, investigation (whether civil, criminal, administrative, regulatory administrative or investigative and whether asserted or other Proceeding at law claimed prior to or in equity after the Effective Time) brought by a third party that is based on, or order or rulingarises out of, by reason of the fact that the such Indemnified Party is or was a director or officer of the Company or any of its Subsidiaries and relates to or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising arises out of any action or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party omission in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions such capacity occurring at or prior to the Effective Time ("Indemnified Liabilities"), to the full extent permitted under Delaware law, the Surviving Entity's certificate of incorporation or bylaws; provided, however, that the Company shall obtain the prior written consent of Concentra, which shall not be unreasonably withheld, before entering into or making any settlement, compromise, admission or acknowledgment of the validity of any claim, and the rights failure by the Company to advancement act in accordance with the foregoing shall relieve Concentra of expenses relating thereto now existing any liability thereto; and provided, further, that Concentra shall not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in favor respect of such action; and provided, further, that Concentra shall not be liable for any Indemnified Liabilities which occur as a result of the gross negligence or willful misconduct of any Indemnified Party. Without limiting the foregoing, whether provided in the certificate event that any such claim, action, suit, proceeding or investigation is brought against any Indemnified Party, (x) Concentra will pay the expenses of incorporation or bylaws (or comparable organizational documents) an Indemnified Party in advance of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder final disposition of any such claim, action, suit, proceeding or investigation to each Indemnified PartyParty to the full extent permitted by Applicable Law; provided that any Indemnified Party to whom expenses are advanced provides any undertaking required by Applicable Law to repay such advance if it is ultimately determined that the Indemnified Party is not entitled to indemnification; (y) Concentra shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties (subject to the final sentence of this paragraph) promptly as statements therefor are received; and (z) Concentra and the Indemnified Party shall use reasonable efforts to assist in the defense of any such matter. Any Indemnified Party wishing to claim indemnification under this paragraph, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Concentra in writing, but the failure so to notify Concentra shall not relieve Concentra from any liability which it may have under this paragraph except to the extent such failure materially and adversely prejudices Concentra. The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties, in which case the Indemnified Parties may retain more than one law firm.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after Without limiting any additional rights that any person may have under any indemnification agreement, employment agreement or Company Plan, from the Effective TimeTime through the sixth anniversary of the date on which the Effective Time occurs, except as set forth on Section 6.7(a) of the Company Disclosure Schedule, to the full extent permitted by applicable law, Parent shall, and or shall cause the Surviving Company Corporation to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend indemnify and hold harmless each present (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time) and former officer, a director or officer employee of the Company or any of and its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person subsidiaries (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified PartyParties”) from and ), against any and all costs or expenses (including reasonable attorneys’ feesclaims, expenses and disbursements)losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damagesincluding attorneys’ fees a nd disbursements (collectively, penalties“Costs”), liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrative, regulatory administrative or investigative (each, a “Proceeding”) to which an Indemnified Party is or other Proceeding at law becomes a party or in equity with respect to which an Indemnified Party is or order becomes otherwise involved (including as a witness), arising out of or ruling, by reason of pertaining to the fact that the Indemnified Party is or was a director an officer, director, employee, fiduciary or officer agent of the Company or any of its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, subsidiaries (including the approval of this Agreement and the Merger and the other transactions contemplated hereby or any Proceeding arising out of or pertaining to the Merger this Agreement and the other transactions and actions contemplated hereby), whether such Proceeding is commenced, or any claim or matter therein is asserted or claimed claimed, prior Exhibit 2.1 to, at or after the Effective Time. Except as set forth on Section 6.7(a) of the Company Disclosure Schedule, in the event of any such Proceeding (x) each Indemnified Party will be entitled to advancement from Parent and or the Surviving Company shall cooperate Corporation of fees, costs and expenses (including reasonable attorney’s fees and disbursements) incurred in connection with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time final disposition of such Proceedings, such fees, costs and expenses (including reasonable attorney’s fees and disbursements) to be advanced within ten business days of receipt by Parent from the rights Indemnified Party of a request therefor; provided that any person to advancement of whom expenses relating thereto now existing in favor are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification, (y) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any Proceeding in which indemnification could be sought by such Indemnified PartyParty (which term for purposes of this clause (y) only shall include only those persons who are officers, whether provided in the certificate of incorporation directors or bylaws (or comparable organizational documents) employees of the Company or any of its Subsidiaries subsidiaries as of the date of this Agreement) hereunder, unless such settlement, compromise or in any indemnification agreement between consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents, and the Company or any of its Subsidiaries, shall survive the Merger, be honored by (z) the Surviving Company and its Subsidiaries and continue Corporation shall cooperate in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder the defense of any such Indemnified Partymatter.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after Without limiting any additional rights that any such person may have under any employment agreement or Company Plan, from the Effective TimeTime through the sixth anniversary of the date on which the Effective Time occurs, Parent shall, and shall cause the Surviving Company Corporation to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend indemnify and hold harmless each (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time, a ) present and former officer and director or officer of the Company or any of and its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person subsidiaries (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified PartyParties”) from and ), against any and all costs or expenses (including reasonable attorneys’ feesclaims, expenses and disbursements)losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damagesincluding attorneys’ fees and disbursements (collectively, penalties“Costs”), liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrativeadministrative or investigative, regulatory arising out of or investigative or other Proceeding at law or in equity or order or ruling, by reason of pertaining to the fact that the Indemnified Party is or was a director an officer, director, employee, fiduciary or officer agent of the Company or any of its Subsidiaries subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Companyjoint ventures, including without limitation matters existing or occurring at or prior to the approval of Effective Time (including this Agreement and the Merger transactions and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions actions contemplated hereby), whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time, to the fullest extent permitted under applicable law. Parent and In the Surviving Company shall cooperate with event of any such claim, action, suit, proceeding or investigation, (x) each Indemnified Party will be entitled to advancement of expenses incurred in the defense of any matter covered claim, action, suit, proceeding or investigation from Parent or the Surviving Corporation within ten business days of receipt by this Section 6.8. Without limitation Parent or the Surviving Corporation from the Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, if and only to the foregoing extent required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification, (y) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any other provision 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 this Section 6.8such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents, and (z) Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effectCorporation shall, and shall not be amendedcause its subsidiaries to, repealed or otherwise modified cooperate in any manner that would adversely affect any right thereunder the defense of any such Indemnified Partymatter.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation agrees that it will indemnify and hold harmless each present and former director and officer of the Company or any of its subsidiaries (in each case, when acting in such capacity) (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or awards paid in settlement incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative and whether formal or informal (each, a “Proceeding”), arising out of, relating to or in connection with matters existing or occurring at or prior to the Effective Time (including the fact that such Person is or was a director or officer of the Company or any of its subsidiaries or any acts or omissions occurring or alleged to occur prior to the Effective Time), whether asserted or claimed prior to, jointly and severallyat or after the Effective Time, to the fullest extent that the Company would have been permitted by under Delaware Law (including to the fullest extent authorized or permitted by any amendments to or replacements and its Certificate of applicable Law adopted after Incorporation and Bylaws in effect on the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless indemnify such Person (and promptly Parent or the Surviving Corporation shall advance expenses from time to time as (including reasonable legal fees and expenses) incurred to in the fullest extent permitted by Lawdefense of any Proceeding, including any expenses incurred in successfully enforcing such Person’s rights under this Section 6.10; provided that the Person to whom expenses are advanced provides a reasonable and customary an undertaking (which shall not include posting of any collateral) to repay such advances, advances if it is ultimately determined that such Person is not entitled to indemnificationindemnification pursuant to this Section 6.10); provided further that any determination required to be made with respect to whether an officer’s or director’s conduct complies with the standards set forth under Delaware Law and the Company’s Certificate of Incorporation and Bylaws shall be made by independent counsel selected by the Surviving Corporation. In the event of any such Proceeding (x) each Person who is nowneither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any Proceeding in which indemnification has been at any time prior to the Effective Time or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as sought by such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is hereunder, unless such settlement, compromise or was a director or officer consent includes an unconditional release of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or such Indemnified Party from all liability arising out of such Proceeding or pertaining to the Merger and the other transactions contemplated herebysuch Indemnified Party otherwise consents (which consent shall not be unreasonably withheld), whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and (y) the Surviving Company Corporation shall reasonably cooperate with any the Indemnified Party in the defense of any such matter covered and (z) the Indemnified Party shall not settle, compromise or consent to the entry of any judgment in any Proceeding in which indemnification has been sought by such Indemnified Party hereunder without the prior written consent of Parent or the Surviving Corporation (which consent shall not be unreasonably withheld). In the event any Proceeding is brought against any Indemnified Party and in which indemnification could be sought by such Indemnified Party under this Section 6.8. Without limitation of 6.10, (i) the foregoing or any other provision of this Section 6.8, Parent and Surviving Corporation shall have the Company agree that all rights right to indemnification and exculpation from liability for acts or omissions occurring at or prior to control the defense thereof after the Effective Time and (it being understood that, by electing to control the rights defense thereof, the Surviving Corporation will be deemed to advancement of expenses relating thereto now existing in favor have waived any right to object to the Indemnified Party’s entitlement to indemnification hereunder with respect thereto), (ii) each Indemnified Party shall be entitled to retain his or her own counsel, whether or not the Surviving Corporation shall elect to control the defense of any such Proceeding, (iii) the Surviving Corporation shall pay all reasonable fees and expenses of any counsel retained by an Indemnified PartyParty promptly after statements therefor are received, whether if the Surviving Corporation shall elect to control the defense of any such Proceeding, and (iv) except as provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such immediately preceding sentence, no Indemnified Party shall be liable for any settlement effected without his or her prior express written consent; provided that for purposes of clauses (ii) and (iii) the Company or any Indemnified Party on behalf of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company whom fees and its Subsidiaries expenses are paid provides an undertaking to repay such fees and continue in full force and effect, and shall expenses if it is ultimately determined that such Person is not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Partyentitled to indemnification pursuant to this Section 6.10).

Directors’ and Officers’ Indemnification and Insurance. (a) From and Without limiting any additional rights that any employee, officer or director may have under any employment agreement or Benefit Plan or under the Company’s certificate of incorporation or by laws, after the Effective Time, Parent shall, and shall cause the Surviving Company Corporation to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend indemnify and hold harmless each present (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time, a ) and former officer or director or officer of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company Subsidiaries (each an the “Indemnified PartyDirectors and Officers”) from and ), against any and all costs or expenses (including reasonable attorneys’ feesclaims, expenses and disbursements)losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damagesincluding, penaltiesattorneys’ fees and disbursements (collectively, liabilities and amounts paid in settlement or “Costs”), incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrativeadministrative or investigative, regulatory arising out of actions taken by them in their capacity as officers or investigative directors at or other Proceeding at law prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby), or in equity or order or ruling, taken by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person them at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby Company or arising out of or pertaining to the Merger and the other transactions contemplated herebyany Company Subsidiary, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time, to the fullest extent permitted under applicable Law for a period of six years from the Effective Time. Parent Each Indemnified Director and the Surviving Company shall cooperate with any Indemnified Party Officer will be entitled to advancement of expenses incurred in the defense of any matter covered by this Section 6.8. Without limitation claim, action, suit, proceeding or investigation from the Surviving Corporation within ten Business Days of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored receipt by the Surviving Company Corporation from the Indemnified Director or Officer of a request therefor; provided that any Person to whom expenses are advanced provides an undertaking, if and its Subsidiaries and continue in full force and effectonly to the extent required by the DGCL, and to repay such advances if it is ultimately determined that such person is not entitled to indemnification. The Surviving Corporation shall not be amendedsettle, repealed compromise or otherwise modified consent to the entry of any judgment in any manner that would adversely affect any right thereunder of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified PartyDirector or Officer hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Director or Officer from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Director or Officer otherwise consents.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective TimeDate, Parent shall, and BidCo shall cause the Surviving Company toto assume all obligations of the Company and its subsidiaries in respect of exculpation, jointly indemnification and severally, to advancement of expenses for each individual who on the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is nowEffective Date is, or has been at any time prior to the Effective Time or who becomes prior to the Effective TimeDate was, a director or officer of the Company Company, or, while a director or any officer of the Company, is or was a director or officer of its Subsidiaries subsidiaries (each, an "Indemnified Party"), for acts or omissions occurring on or prior to the Effective Date as provided in the Certificate of Incorporation and any Person acting Articles of Association as directorin effect on the date of this Agreement. For a period of six (6) years from the Effective Date, officerthe Company shall maintain, trusteeand BidCo shall cause the Company to maintain, fiduciary, employee or agent provisions of another Person (including any Company Benefit Plan) who is or has acted as such at the request Certificate of Incorporation and Articles of Association with respect to limitation of liabilities of directors and indemnification and advancement of expenses of officers and directors of the Company (each an “that are no less favorable to the Indemnified Parties than are set forth in the Certificate of Incorporation and Articles of Association as in effect on the date of this Agreement, and shall not prior to the expiration of such period amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Indemnified Party”) from and against any and ; provided, however, that all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid rights to indemnification in settlement or incurred in connection with respect of any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrative, regulatory administrative or investigative and whether formal or other informal (each, a "Proceeding") made within such six (6)-year period shall continue until the disposition or resolution of such Proceeding at law or in equity or order or rulingaccordance with the Company's Certificate of Incorporation and Articles of Association. Anything to the contrary in this Section 6.11 notwithstanding, by reason any Person to whom an advancement of the fact expenses is provided in connection with a Proceeding shall be required to provide, as a condition to such advancement, an undertaking to repay such advances if it is ultimately determined that the such Indemnified Party is not entitled to indemnification in connection with such Proceeding. In the event of any such Proceeding (x) neither BidCo nor Company shall settle, compromise or was a director consent to the entry of any judgment in any Proceeding in which indemnification could be sought by such Indemnified Party hereunder, unless such settlement, compromise or officer consent includes an unconditional release of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or such Indemnified Party from all liability arising out of such Proceeding or pertaining such Indemnified Party otherwise consents in writing to such settlement, compromise or consent and (y) the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered such matter. In the event any Proceeding is brought against any Indemnified Party and in which indemnification could be sought by such Indemnified Party under this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.86.11, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documentsi) of the Company or any of its Subsidiaries or in any indemnification agreement between such BidCo shall have the right, but not the obligation, to control the defense thereof after the Effective Date, (ii) each Indemnified Party and shall be entitled to retain his or her own counsel, whether or not the Company shall elect to control the defense of any such Proceeding, (iii) the Company shall advance all reasonable fees and expenses of any counsel retained by an Indemnified Party promptly after statements therefor are received, whether or not the Company shall elect to control the defense of any of its Subsidiaries, such Proceeding and (iv) no Indemnified Party shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and liable for any settlement effected without his or her prior express written consent (which consent shall not be amendedunreasonably withheld, repealed conditioned or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Partydelayed).

Directors’ and Officers’ Indemnification and Insurance. (a) From and after In the Effective Time, Parent shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting event of any collateral) to repay threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including any such advancesclaim, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is nowaction, suit, proceeding or has been at investigation, in which any time prior to the Effective Time present or who becomes prior to the Effective Time, a former director or officer of the Company or any of its Subsidiaries and any Person acting as director(together, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, any action or failure to take action by any such Person in such capacity taken prior to the Effective Time, the Surviving Corporation (the “Indemnifying Party”) will, from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent , indemnify, defend and hold harmless, as and to the Surviving fullest extent permitted or required by applicable Law, and as may otherwise be required by the Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing Organizational Documents (or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable similar organizational documentsdocument) of the Company or any of its Subsidiaries Subsidiaries, when applicable, and any indemnity agreements applicable to any such Indemnified Party or in any indemnification agreement Contract between such an Indemnified Party and the Company or any one of its Subsidiaries, shall survive in each case, in effect on the Mergerdate of this Agreement, be honored against any losses, claims, damages, liabilities, costs, legal and other expenses (including reimbursement for reasonable legal and other fees and expenses incurred in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Indemnified Party in connection with such claim, action, suit, proceeding or investigation, subject to the Surviving Company Corporation’s receipt of an undertaking by such Indemnified Party to repay such legal and its Subsidiaries other fees and continue expenses paid in full force and effectadvance if it is ultimately determined by a court of competent jurisdiction that such Indemnified Party is not entitled to be indemnified under applicable Law; provided, and shall however, that the Surviving Corporation will not be amended, repealed or otherwise modified liable for any settlement effected without the Surviving Corporation’s prior written consent and will not be obligated to pay the fees and expenses of more than one counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in any manner that would adversely affect jurisdiction with respect to any right thereunder single such claim, action, suit, proceeding or investigation, unless there is an actual conflict of any interest among such Indemnified PartyParties such that one counsel cannot effectively represent all Indemnified Parties, in which case such number of counsel as are necessary.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective TimeTime and until the sixth anniversary of the Effective Time and for so long thereafter as any claim for indemnification asserted on or prior to such date has not been fully adjudicated, Parent shall, and CR shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time date hereof or who becomes prior to the Effective Time, a director or officer of Aegis or CR (collectively, the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified PartyParties”) from against all losses, claims, damages, costs and against any and all costs or expenses (including reasonable attorneys’ fees), expenses and disbursements)Liabilities, judgments, fines, losses, claims, damages, penalties, liabilities fines and settlement amounts that are paid in settlement or incurred in connection with any actual or threatened claim Legal Action (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory administrative or investigative and whether asserted or other Proceeding claimed prior to, at law or after the Effective Time) that is based directly or indirectly (in whole or in equity part) on, or order arises directly or rulingindirectly (in whole or in part) out of, by reason of the fact that the such Indemnified Party is or was a director or officer of Aegis or CR, as the Company case may be, and relates to or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising arises out of any action or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions omission occurring at or prior to the Effective Time and (including in connection with this Agreement or any of the rights transactions contemplated hereby) (“Indemnified Liabilities”) to advancement the fullest extent permissible under applicable Law; provided that CR shall not be liable for any Indemnified Liabilities which occur as a result of expenses relating thereto now existing in favor fraud or the unlawful criminal actions, gross negligence or willful misconduct of any Indemnified PartyParty or exceed the scope of similar obligations owed by CR to its directors and officers as of the Effective Time. Without limiting the foregoing, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or event that any of its Subsidiaries or in such Legal Action is brought against any indemnification agreement between such Indemnified Party and (whether arising prior to or after the Company Effective Time), CR will pay expenses in advance to each Indemnified Party or promptly reimburse each Indemnified Party for such expenses as such expenses are incurred to the fullest extent permitted by applicable Law; provided that the Person to whom expenses are advanced provides any undertaking required by applicable Law to repay such advance if it is ultimately determined in a final, non-appealable judgment of its Subsidiariesa court of competent jurisdiction that such Person is not entitled to indemnification. Any Indemnified Party wishing to claim indemnification under this Section 5.10, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder upon learning of any such Indemnified PartyLegal Action, shall notify CR, but the failure so to notify CR shall not relieve CR from any Liability which it may have under this paragraph except to the extent such failure actually and materially prejudices CR.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective Time, each of Parent shall, and shall cause the Surviving Corporation agrees that it will indemnify and hold harmless each present and former director and officer of the Company (in each case, when acting in such capacity), determined as of the Effective Time (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative and whether formal or informal (each, a “Proceeding”), arising out of matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, jointly and severallyat or after the Effective Time, to the fullest extent that the Company would have been permitted by under Delaware Law (including to the fullest extent authorized and its Certificate of Incorporation or permitted by any amendments to or replacements of applicable Law adopted after Bylaws in effect on the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless indemnify such Person (and promptly Parent or the Surviving Corporation shall also advance expenses from time to time as incurred to the fullest extent permitted by under applicable Law; provided that the Person to whom expenses are advanced provides a reasonable and customary an undertaking (which shall not include posting of any collateral) to repay such advances, advances if it is ultimately determined that such Person is not entitled to indemnification); and provided further that any determination required to be made with respect to whether an officer’s or director’s conduct complies with the standards set forth under Delaware Law and the Company’s Certificate of Incorporation and Bylaws shall be made by independent counsel selected by the Surviving Corporation. In the event of any such Proceeding, (x) each Person who is nowneither Parent nor Surviving Corporation shall settle, compromise or has been at any time prior consent to the Effective Time entry of any judgment in any Proceeding in which indemnification could be sought by such Indemnified Party hereunder, unless such settlement, compromise or who becomes prior to the Effective Time, a director or officer consent includes an unconditional release of the Company or any such Indemnified Party from all liability arising out of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding proceeding, investigation or investigation, whether civil, criminal, administrative, regulatory claim or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the such Indemnified Party is otherwise consents (such consent not to be unreasonably withheld, conditioned or was a director or officer of the Company or its Subsidiaries or is or was a directordelayed), officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and (y) the Surviving Company Corporation shall cooperate with any Indemnified Party in the defense of any matter covered such matter. In the event any Proceeding is brought against any Indemnified Party and in which indemnification could be sought by such Indemnified Party under this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.86.10, (i) Parent and the Company agree that all rights Surviving Corporation shall have the right to indemnification and exculpation from liability for acts or omissions occurring at or prior to control the defense thereof after the Effective Time and Parent and the rights Surviving Corporation shall not be liable to advancement any Indemnified Parties for any legal expenses of other counsel or any other expenses relating thereto now existing incurred by such Indemnified Parties in favor connection with the defense thereof, except that if Parent or the Surviving Corporation elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between Parent or the Surviving Corporation and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Parent or the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that Parent and the Surviving Corporation shall be obligated pursuant to this clause (i) to pay for only one firm of counsel for all Indemnified Parties in any jurisdiction unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; provided that the fewest number of counsels necessary to avoid conflicts of interest shall be used, (ii) the Indemnified Parties will cooperate in the defense of any such matter and (iii) Parent and the Surviving Corporation shall not be liable for any settlement effected without their prior written consent; and provided further that Parent and the Surviving Corporation shall not have any obligation hereunder to any Indemnified PartyParty if and when a court of competent jurisdiction shall ultimately determine, whether provided in and such determination shall have become final, that the certificate indemnification of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and in the Company or any of its Subsidiaries, shall survive the Merger, be honored manner contemplated hereby is prohibited by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Partyapplicable Law.

Directors’ and Officers’ Indemnification and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation and indemnification (and all rights to advancement of expenses relating thereto) for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement, including the Merger), now existing in favor of the Indemnitees as provided in the Charter or Bylaws (or such equivalent organizational or governing documents of any of the Company’s Subsidiaries or Affiliates as in effect on the date of this Agreement) or in any Contract between such Indemnitee and the Company or any of its Subsidiaries (in each case as in effect on the date hereof) shall survive the Merger and shall continue in full force and effect. From and after the Effective Time, Parent shall, and the Surviving Corporation shall (and Parent shall cause the Surviving Company Corporation to) indemnify, jointly defend and severallyhold harmless, and advance expenses to, to the fullest extent the Company would have been permitted to do so under applicable Law, Indemnitees with respect to (x) all acts or omissions by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time them in their capacities as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time at or prior to the Effective Time or who becomes prior to the Effective Time, a director or officer of the Company or (y) any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrativeadministrative or investigative, regulatory to the extent such claim, action, suit, proceeding or investigative investigation arises out of or other Proceeding at law pertains to the Merger, this Agreement and any transactions contemplated hereby, in either case, to the fullest extent permitted by (i) the Charter or in equity Bylaws (or order such equivalent organizational or ruling, by reason governing documents of any of the fact that Company’s Subsidiaries or Affiliates as in effect on the Indemnified Party is or was a director or officer date of this Agreement), (ii) any indemnification agreement of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at other applicable Contract as in effect on the request of the Company, including the approval date of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated herebyAgreement, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and which provisions thereafter shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right the rights thereunder of any such Indemnified PartyIndemnitees or (iii) applicable Law. Parent shall cause the certificate of formation, bylaws or other organizational documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and limitation of director, officer and employee liability that are no less favorable to the Indemnitees than those set forth in the Charter and Bylaws and the Company’s Subsidiaries’ organizational documents as of the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnitees.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after Until the third anniversary of the Effective TimeTime and for so long thereafter as any claim for indemnification asserted on or prior to such date has not been fully adjudicated, Parent shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), Corporation shall indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person person who is now, or has been at any time prior to the Effective Time date hereof or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Planthe "Indemnified Parties") who is or has acted as such at the request of the Company against (each an “Indemnified Party”i) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penaltiescosts and expenses (including reasonable attorneys' fees), liabilities liabilities, judgments and settlement amounts that are paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, investigation (whether civil, criminal, administrative, regulatory administrative or investigative and whether asserted or other Proceeding claimed prior to, at law or in equity after the Effective Time) that is based on, or order or rulingarises out of, by reason of the fact that the such Indemnified Party is or was a director or officer of the Company or any of its Subsidiaries and relates to or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising arises out of any action or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions omission occurring at or prior to the Effective Time ("Indemnified Liabilities"), and (ii) all Indemnified Liabilities based on, or arising out of, or pertaining to this Agreement or the rights transactions contemplated hereby, in each case to advancement of expenses relating thereto now existing in favor of any Indemnified Partythe full extent a corporation is permitted under applicable law to indemnify its own directors or officers, whether as the case may be; provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by that the Surviving Company and its Subsidiaries and continue in full force and effect, and Corporation shall not be amendedliable for any settlement of any claim effected without its written consent; and provided, repealed further, that the Surviving Corporation shall not be liable for any Indemnified Liabilities which occur as a result of the Indemnified Party's criminal or otherwise modified fraudulent actions. Without limiting the foregoing, in the event that any manner that would adversely affect such claim, action, suit, proceeding or investigation is brought against any right thereunder Indemnified Party (whether arising prior to or after the Effective Time), (w) the Surviving Corporation will pay expenses in advance of the final disposition of any such claim, action, suit, proceeding or investigation to each Indemnified PartyParty to the full extent permitted by applicable law; provided that the person to whom expenses are advanced provides any undertaking required by applicable law to repay such advance if it is ultimately determined that such person is not entitled to indemnification; (x) the Indemnified Parties shall retain counsel satisfactory to the Surviving Corporation; (y) the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; and (z) the Surviving Corporation shall use all commercially reasonable efforts to assist in the defense of any such matter. Any Indemnified Party wishing to claim indemnification under this Section, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Surviving CORPORATION, but the failure so to notify the Surviving Corporation shall not relieve the Surviving Corporation from any liability which it may have under this paragraph except to the extent such failure materially prejudices the Surviving Corporation. The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties in which case, the Indemnified Parties may retain more than one law firm.

Directors’ and Officers’ Indemnification and Insurance. (axvi) From Without limiting any additional rights that any Person may have under any agreement, document, law or Company Plan, from and after the Effective Time, Parent shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend Corporation shall indemnify and hold harmless each present (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time) and former officer, a director or officer employee of the Company or any of and its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and Parties“), against any and all costs or expenses (including reasonable attorneys’ feesclaims, expenses and disbursements)losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damagesincluding attorneys’ fees and disbursements (collectively, penalties“Costs“), liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)suit, claim, action, auditproceeding, demandarbitration, suit, other Proceeding mediation or governmental investigation, whether civil, criminal, administrative, regulatory administrative or investigative (an “Action”), arising out of or other Proceeding at law or in equity or order or ruling, by reason of pertaining to the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a an officer, director, officer, trustee, fiduciary, employee fiduciary or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between another entity if such Indemnified Party and service to the other entity was at the request or for the benefit of the Company or any of its Subsidiaries, shall survive whether asserted or claimed prior to, at or after the MergerEffective Time, be honored by to the Surviving Company extent provided under applicable Law and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed the Company’s or otherwise modified in any manner that would adversely affect any right thereunder Subsidiary’s Certificate of Incorporation or Bylaws as at the date hereof. In the event of any such Indemnified PartyAction, each indemnified Person shall be entitled to advancement of expenses incurred in the defense of any Action from the Surviving Corporation to the fullest extent that the Company or its Subsidiaries, as applicable, would be permitted under applicable Law and the Company’s or its Subsidiaries’ Certificate of Incorporation or Bylaw as at the date hereof; provided, that such Person shall execute and deliver an undertaking that such Person shall return such amounts to the Company if it is determined that such Person was not entitled to such funds.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled The rights to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification advancements and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Partypresent or former director, whether provided in the certificate of incorporation officer, employee or bylaws (or comparable organizational documents) agent of the Company or any of its Subsidiaries (collectively, the “Indemnified Persons” and each, an “Indemnified Person”) under the Company Organizational Documents, the Subsidiary Organizational Documents or in any indemnification agreement between such any Indemnified Party Person and the Company or any Subsidiary of its Subsidiaries, the Company shall survive the Merger, be honored by the Surviving Company Effective Time and its Subsidiaries and shall continue in full force and effecteffect in accordance with their terms for a period of not less than six (6) years after the Effective Time. Without limiting the foregoing, from and shall not be amendedafter the Effective Time, repealed the Surviving Company agrees that it will indemnify and hold harmless each Indemnified Person against all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including reasonable attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or otherwise modified in proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the Transactions)), by reason of the fact that the Indemnified Person is or was a director, officer or employee of the Company or any manner that would adversely affect Subsidiary or is or was serving at the request of the Company or any right thereunder Subsidiary as a director, officer or employee of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law. In the event of any such claim, action, suit or proceeding, each Indemnified PartyPerson will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding prior to the final disposition thereof from the Surviving Company within thirty (30) days of receipt by the Surviving Company from the Indemnified Person of a written claim therefor; provided that the Indemnified Person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL or any applicable indemnification agreement, to repay such advances if it is ultimately determined by final non-appealable adjudication that such Indemnified Person is not entitled to indemnification.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company Corporation to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided)Surviving Corporation shall, indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred harmless, to the fullest same extent permitted such Indemnified Parties are indemnified as of the date of this Agreement by Law; provided the Person Company or the applicable Company Subsidiary pursuant to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advancestheir respective Constituent Documents, if it is ultimately determined that such Person is not entitled to indemnification) each Person person who is now, or has been at any time prior to the Effective Time date of this Agreement or who becomes such prior to the Effective Time, an officer or director of the Company or any of its subsidiaries (the “Indemnified Parties”) against (i) any and all losses, claims, damages, costs, expenses, fines, liabilities or judgments, including any amounts that are paid in settlement with the approval of the Surviving Corporation (which approval shall not be unreasonably withheld or delayed) of or in connection with any Action based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director or officer of the Company or any of its Subsidiaries subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted any action or claimed prior Exhibit 2.1 to, at omission existing or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time (“Indemnified Liabilities”), and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby. The Surviving Corporation will provide to the Indemnified Parties all rights and privileges available to such parties in the Constituent Documents, including the advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Partyexpenses.

Directors’ and Officers’ Indemnification and Insurance. (ai) From Without limiting any additional rights that any officer or director may have under any Plan, Generac’s Articles of Incorporation, as amended, or By-Laws, as amended, or any indemnification agreement between Generac and its directors and officers in effect as of the date hereof, from and after the Effective Time, Parent the Buyer shall, and shall cause the Surviving Company Corporation to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend indemnify and hold harmless each present (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time) and former officer or director of Generac (each, a director or officer of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) from and ), against any and all costs or expenses (including reasonable attorneys’ feesclaims, expenses and disbursements)losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damages, penalties, liabilities including attorneys’ fees and amounts paid in settlement or disbursements incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrativeadministrative or investigative, regulatory arising out of actions taken by them in their capacity as officers or investigative directors at or other Proceeding at law prior to the Effective Time (including, to the extent indemnifiable thereunder, this Agreement and the transactions contemplated hereby), or in equity or order or ruling, taken by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person them at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated herebyGenerac, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time, to the fullest extent permitted under applicable Wisconsin Law for a period of six years from the Effective Time. Parent and the Surviving Company shall cooperate with any Each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any matter covered claim, action, suit, proceeding or investigation from the Surviving Corporation within 10 Business Days of receipt by this Section 6.8the Surviving Corporation from the Indemnified Party of a request therefor; provided, however, that any Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification. Without limitation of the foregoing The Surviving Corporation shall not settle, compromise or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior consent to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor 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, without the consent of such Indemnified Party, whether provided in the certificate which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement, compromise or consent includes an unconditional release of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company from all liability arising out of such action, suit, proceeding, investigation or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Partyclaim.

Directors’ and Officers’ Indemnification and Insurance. (a) From Xxxxxx and after Purchaser acknowledge that all rights to indemnification or exculpation now existing in favor of the directors, officers, employees and agents of the Company and its Subsidiaries as provided in their respective charters or Bylaws or otherwise in effect as of the date hereof with respect to matters occurring prior to the Effective Time shall survive the Merger and shall continue in full force and effect. After the Effective Time, Parent Xxxxxx shall, and or shall cause the Surviving Company Corporation to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (the present and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable former officers, directors, employees and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time, a director or officer agents of the Company or any of and its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “"Indemnified Party”") from against all losses, claims, damages, liabilities, fees and against any and all costs or expenses (including reasonable attorneys’ fees, expenses fees and disbursements), disbursements of counsel and judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement (provided that any such settlement is effected with the prior written consent of Xxxxxx or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Lawthe Surviving Corporation), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or ) arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts actions or omissions occurring at or prior to the Effective Time to the full extent permitted under Utah law, the Company's Articles of Incorporation or Bylaws, in each case as in effect at the date hereof, including provisions therein relating to the advancement of expenses incurred in the defense of any action or suit; PROVIDED, that nothing herein shall impair any rights or obligations of any present or former directors or officers of the Company. (b) Xxxxxx shall cause the Surviving Corporation to maintain in effect for not fewer than six years from and after the Effective Time the policies of directors' and officers' liability insurance most recently maintained by the Company (provided that Xxxxxx may cause the Surviving Corporation to substitute therefor policies with reputable and financially sound carriers of at least the same coverage and containing terms and conditions no less advantageous as long as such substitution does not result in gaps or lapses in coverage with respect to claims arising from or related to matters occurring prior to the Effective Time); PROVIDED that in no event shall the Surviving Corporation be required to expend more than an amount per year equal to 150% of the current annual premiums paid by the Company (the "Premium Amount") to maintain or procure insurance coverage pursuant to this Section 7.1(b); PROVIDED, FURTHER, that if the Surviving Corporation is unable to obtain the insurance called for this Section 7.1(b), Xxxxxx shall cause the Surviving Corporation to obtain as much comparable insurance as is available for the Premium Amount per year. (c) Xxxxxx shall, or shall cause the Surviving Corporation to, pay all expenses (including reasonable attorneys' fees that may reasonably be incurred by the Indemnified Party in successfully enforcing the rights to advancement which the Indemnified Party is entitled under this Agreement or the Surviving Corporation's Articles of expenses relating thereto now existing in favor of any Indemnified PartyIncorporation or Bylaws or is otherwise entitled. (d) In the event the Surviving Corporation, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company Xxxxxx or any of its Subsidiaries their successors or in assigns (i) consolidates with or merges into any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, other person and shall not be amendedthe continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, repealed or otherwise modified then, and in any manner each such case, proper provisions shall be made so that would adversely affect any right thereunder of any such Indemnified Party.A-23

Directors’ and Officers’ Indemnification and Insurance. (a) From and 7.9.1. For a period of six years after the Effective Time, Parent shall, and OFC shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person person who is now, or who has been at any time prior to before the Effective Time date hereof or who becomes prior to before the Effective Time, a an officer, director or officer employee of GCB or a GCB Subsidiary (the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified PartyParties”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penaltiescosts, expenses (including attorney’s fees), liabilities and or judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of OFC, which consent shall not be unreasonably withheld) of or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrativeor administrative (each a “Claim”), regulatory in which an Indemnified Party is, or investigative is threatened to be made, a party or other Proceeding at law witness in whole or in equity part on or order arising in whole or ruling, by reason in part out of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or such person is or was a director, officerofficer or employee of GCB or a GCB Subsidiary if such Claim pertains to any matter of fact arising, trusteeexisting or occurring at or before the Effective Time (including, fiduciarywithout limitation, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed prior Exhibit 2.1 tobefore, at or after after, the Effective Time, to the fullest extent permitted under applicable state or Federal law (including OTS Regulations), OFC’s Certificate of Incorporation and Bylaws, and under GCB’s Certificate of Incorporation or Charter and Bylaws. Parent and the Surviving Company OFC shall cooperate with any Indemnified Party pay expenses in the defense of any matter covered by this Section 6.8. Without limitation advance of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder final disposition of any such action or proceeding to each Indemnified PartyParty to the full extent permitted by applicable state or Federal law (including OTS Regulations) upon receipt of an undertaking to repay such advance payments if he shall be adjudicated or determined to be not entitled to indemnification in the manner set forth below. Any Indemnified Party wishing to claim indemnification under this Section 7.9.1 upon learning of any Claim, shall notify OFC (but the failure so to notify OFC shall not relieve it from any liability which it may have under this Section 7.9.1, except to the extent such failure materially prejudices OFC) and shall deliver to OFC the undertaking referred to in the previous sentence.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective Time, each of Parent shall, and shall cause the Surviving Corporation agrees that it will indemnify and hold harmless each present and former director and officer of the Company or any of its Subsidiaries (in each case, when acting in such capacity) (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or awards paid in settlement incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative and whether formal or informal (each, a “Proceeding”), arising out of, relating to or in connection with matters existing or occurring at or prior to the Effective Time (including the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or any acts or omissions occurring or alleged to occur prior to the Effective Time), whether asserted or claimed prior to, jointly and severallyat or after the Effective Time, to the fullest extent that the Company would have been permitted by Law (including to under the fullest extent authorized or permitted by any amendments to or replacements Laws of applicable Law adopted after the State of Delaware and its certificate of incorporation and bylaws in effect on the date of this Agreement that increase to indemnify such Person (and Parent or the Surviving Corporation shall advance expenses (including reasonable legal fees and expenses); provided that, to the extent to which indemnification may be provided)required under such Laws of the State of Delaware, indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary an undertaking (which shall not include posting of any collateral) to repay such advances, advances if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by Proceeding, including any expenses incurred in enforcing such Person’s rights under this Section 6.86.11. Without limitation In the event of any such Proceeding (x) neither Parent nor the foregoing Surviving Corporation shall settle, compromise or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior consent to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor entry of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or judgment in any Proceeding in which indemnification agreement between 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 or related to such Proceeding or such Indemnified Party otherwise consents in writing and the Company or any of its Subsidiaries, shall survive the Merger, be honored by (y) the Surviving Company and its Subsidiaries and continue Corporation shall reasonably cooperate in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder the defense of any such Indemnified Partymatter.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company Corporation (as the case may be) to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law the TBCA adopted after the date of this Agreement that increase the extent to which indemnification a corporation may be providedindemnify its officers and directors), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; , provided the Person to whom expenses are advanced complies with the provisions of Section 00-00-000 of the TBCA and provides a statements and reasonable documentation therefor) the present and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time, a director or officer former directors and officers of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person entity or enterprise (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all actual, documented costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law investigative, arising out of, relating to, or in equity connection with, any circumstances, developments or order matters in existence, or ruling, by reason of the fact that the Indemnified Party is acts or was a director omissions occurring or officer of the Company alleged to occur prior to or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the CompanyEffective Time, including the approval of this Agreement the Transaction Agreements and the Merger and the other transactions contemplated hereby Transactions or arising out of or pertaining to the Merger and the other transactions contemplated herebyTransactions, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and ; provided, that the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation Person to whom expenses are advanced provides written affirmation of the foregoing or Indemnified Party’s good faith determination that any other provision applicable standard of this Section 6.8conduct required by the TBCA has been met. Any determination required to be made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under applicable Law, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified PartyCharter, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company Bylaws or any of its Subsidiaries or in any indemnification agreement a written Contract between such an Indemnified Party and the Company or any one of its Subsidiaries, as the case may be, shall survive be made by independent special legal counsel selected by the MergerBoard of Directors of the Surviving Corporation or a committee thereof in the manner prescribed by Section 00-00-000 of the TBCA, the fees of which counsel shall be honored paid by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified PartyCorporation.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after The By-laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than are set forth in Article VII of the Bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective TimeTime in any manner that would affect adversely the rights thereunder of individuals who at the Effective Time were directors, Parent officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by law. (b) The Company shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to under applicable law and regardless of whether the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted Merger becomes effective, indemnify and hold harmless, and, after the date of this Agreement that increase Effective Time, the extent to which indemnification may be provided)Surviving Corporation shall, indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable under applicable law, indemnify and customary undertaking (which shall not include posting of any collateral) to repay such advanceshold harmless, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries present and any Person acting as former director, officer, trusteeemployee, fiduciary, employee or fiduciary and agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company and each Subsidiary (each an “collectively, the "Indemnified Party”Parties") from and against any and all costs or and expenses (including reasonable attorneys’ ' fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and settlement amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigationinvestigation (whether arising before or after the Effective Time), whether civil, criminal, administrativeadministrative or investigative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated herebyany action or omission in their capacity as an officer, director, employee, fiduciary or agent, whether asserted or claimed prior Exhibit 2.1 to, at occurring before or after the Effective Time, until the expiration of the statute of limitations relating thereto (and shall pay any expenses in advance of the final disposition of such action or proceeding to each Indemnified Party to the fullest extent permitted under Pennsylvania Law, upon receipt from the Indemnified Party to whom expenses are advanced of any undertaking to repay such advances required under Pennsylvania Law). Parent In the event of any such claim, action, suit, proceeding or investigation, (i) the Company or the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly after statements therefor are received and (ii) the Company and the Surviving Company Corporation shall cooperate with any Indemnified Party in the defense of any matter covered by such matter; provided, however, that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided further that neither the Company nor the Surviving Corporation shall be obligated pursuant to this Section 6.8. Without limitation 5.05(b) to pay the fees and expenses of more than one counsel (plus appropriate local counsel) for all Indemnified Parties in any single action except (x) that the persons who served as directors of the foregoing or any other provision Company who were not designees of this Section 6.8, Parent and shall be entitled to retain one additional counsel (plus appropriate local counsel) to represent them at the expense of the Company agree or the Surviving Corporation, and (y) to the extent that two or more of such Indemnified Parties shall have conflicting interests in the outcome of such action, in which case such additional counsel (including local counsel) as may be required to avoid any such conflict or likely conflict may be retained by the Indemnified Parties at the expense of the Company or the Surviving Corporation; and provided further that, in the event that any claim for indemnification is asserted or made within the period prior to the expiration of the applicable statute of limitations, all rights to indemnification in respect of such claim shall continue until the disposition of such claim. All rights under this Section 5.05(b) shall be deemed to be a contract between the Company and exculpation each of the Indemnified Parties. (c) The Surviving Corporation shall use its reasonable best efforts to maintain in effect for six years from liability for acts or omissions occurring at or prior to the Effective Time Time, if available, the current directors' and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored officers' liability insurance policies maintained by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party.A-12

Directors’ and Officers’ Indemnification and Insurance. (a) From and Without limiting any additional rights that any employee may have under any employment agreement or Company Plan, from the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall or shall cause, prior to the LLC Merger, the Surviving Corporation or, after the Effective TimeLLC Merger, Parent shall, and shall cause the Surviving Company to, jointly to indemnify and severallyhold harmless, to the fullest extent permitted by Law (including to which such persons are entitled to be indemnified and held harmless under the fullest extent authorized or permitted by any amendments to or replacements MGCL as of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided)Agreement, indemnify, defend and hold harmless each present (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time) and former officer, a director or officer employee of the Company or any of and its Subsidiaries and any Person acting as directorsubsidiaries (the "Indemnified Parties"), officeragainst all claims, trusteelosses, fiduciaryliabilities, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements)damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damagesincluding attorneys' fees and disbursements, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrativeadministrative or investigative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to (i) the Merger fact that an Indemnified Party is or was an officer, director, employee, fiduciary or agent of the Company or any of its subsidiaries or is or was serving at the request of the Company or any of its subsidiaries as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise or non-profit entity or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the other transactions and actions contemplated hereby), whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time, to the fullest extent permitted under applicable Law. Parent In the event of any such claim, action, suit, proceeding or investigation, (x) each Indemnified Party will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from the Surviving Corporation and the Surviving Company to the fullest extent to which such Indemnified Party is entitled to such payment as of the date of this Agreement; provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the MGCL or the Charter or Bylaws, to repay such advances if it is ultimately determined that such person is not entitled to indemnification, (y) neither Parent, the Surviving Corporation nor the Surviving Company 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 (z) the Surviving Corporation or the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Partymatter.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective Time, Parent the Surviving Corporation shall, and Parent shall cause the Surviving Company to, jointly and severallyCorporation, to the fullest greatest extent permitted by Law (including Law, to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend indemnify and hold harmless (harmless, and promptly advance reasonable expenses from time to time as incurred to the fullest greatest extent permitted by Law; provided , the Person to whom expenses are advanced provides a reasonable present and customary undertaking former (which shall not include posting of and any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person individuals who is now, or has been at any time prior to the Effective Time or who becomes may become prior to the Effective Time) officers, a director or officer and directors of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company Subsidiaries (each an collectively, the “Indemnified Parties” and singularly the “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses fees and disbursementsexpenses), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement actually and reasonably incurred by him or incurred her in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding, or investigation, whether civil, criminal, administrative, administrative regulatory or investigative investigative, in which the Indemnified Party is or other Proceeding may be a defendant, and which arises out of, relates to or is in connection with any acts or omissions occurring or alleged to have occurred, prior to or at law the Effective Time, and which are based on or in equity or order or ruling, by reason arises out of the fact that the Indemnified Party is or was a an officer, director or officer employee of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request one of the CompanyCompany Subsidiaries, including the approval of this Agreement and Agreement, the Merger and or the other transactions contemplated hereby by this Agreement or arising out of or pertaining to the Merger and the other transactions contemplated herebyby this Agreement, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with , provided that any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and provides an undertaking, to the Company or any of its Subsidiaries, shall survive the Merger, be honored extent permitted by the Surviving Company MBCA, to repay such advancement if it is ultimately determined that the Indemnified Party is not entitled to indemnification and/or advancement. Such indemnification and its Subsidiaries and continue advancement referred to herein shall only apply in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder excess of any such and all available insurance, including, but not limited to, directors and officers liability insurance, fiduciary liability insurance and errors and omissions insurance available to the Indemnified Party.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company Corporation to, jointly and severallythe Surviving Corporation shall, indemnify, defend and hold harmless, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided)Law, indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person person who is now, or has been at any time prior to the Effective Time date of this Agreement or who becomes such prior to the Effective Time, an officer or director of the Company or any of its subsidiaries (the “Indemnified Parties”) against (i) any and all losses, claims, damages, costs, expenses, fines, liabilities or judgments, including any amounts that are paid in settlement with the approval of the Surviving Corporation (which approval shall not be unreasonably withheld or delayed) of or in connection with any Action based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director or officer of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, subsidiaries whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted any action or claimed prior Exhibit 2.1 to, at omission existing or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the rights Effective Time (“Indemnified Liabilities”), and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to advancement this Agreement or the transactions contemplated hereby. The Surviving Corporation will pay all expenses of expenses relating thereto now existing each Indemnified Party in favor advance of the final disposition of any Indemnified Party, whether provided such Action to the fullest extent permitted by Law to advance such expenses upon receipt of an undertaking to repay such advances if it is ultimately determined in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between accordance with applicable Law that such Indemnified Party is not entitled to indemnification. Without limiting the foregoing, in the event any Action is brought against any Indemnified Party (whether arising before or after the Effective Time) or an Indemnified Party is required to be a witness in any Action: (i) the Indemnified Parties may retain counsel satisfactory to them and the Company or any of its Subsidiaries, shall survive the Merger, be honored by reasonably satisfactory to the Surviving Company Corporation; (ii) the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; and (iii) the Surviving Corporation shall use its Subsidiaries and continue reasonable best efforts to assist in full force and effectthe vigorous defense of any such matter; provided, that the Surviving Corporation shall not be liable for any settlement of any Action effected without its written consent, which consent shall not be unreasonably withheld or delayed. Any Indemnified Party wishing to claim indemnification under this Section 6.06, upon learning of any such Action shall notify the Surviving Corporation (but the failure so to notify the Surviving Corporation shall not relieve the Surviving Corporation from any liability which it may have under this Section 6.06 except to the extent such failure materially prejudices the Surviving Corporation), and shall not be amendeddeliver to the Surviving Corporation an undertaking of the kind described above. The Indemnified Parties as a group may retain only one law firm (in addition to local counsel in each applicable jurisdiction if reasonably required) to represent them with respect to each such matter unless there is, repealed or otherwise modified in under applicable standards of professional conduct, a conflict on any manner that would adversely affect any right thereunder significant issue between the positions of any such two or more Indemnified PartyParties.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after In the Effective Time, Parent shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting event of any collateral) to repay threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such advancesclaim, if it is ultimately determined that such Person is not entitled to indemnification) each action, suit, proceeding or investigation in which any Person who is now, or has been at any time prior to the Effective Time date of this Agreement, or who becomes prior to the Effective Time, a director director, officer, agent or officer employee of the Company Seller or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified PartyParties”) from and against any and all costs is, or expenses (including reasonable attorneys’ feesis threatened to be, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid made a party based in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law whole or in equity part on, or order arising in whole or rulingin part out of, by reason of or pertaining to (i) the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or he is or was a director, officer, trustee, fiduciary, agent or employee or agent of another Person at the request of the CompanySeller, including any of the approval Seller’s Subsidiaries or any of their respective predecessors or (ii) this Agreement and the Merger and or the other Transaction Documents or any of the transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated herebythereby, whether in any case asserted or claimed prior Exhibit 2.1 to, at arising before or after the Effective Time, the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond thereto. Parent It is understood and agreed that after the Surviving Company Effective Time, the Buyer shall cooperate indemnify and hold harmless, as and to the fullest extent permitted by law, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including advancing reasonable attorneys’ fees and expenses as and when incurred prior to the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking required by applicable law), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time), the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Buyer; provided, however, that (w) the Buyer shall have the right to assume the defense thereof (provided the Buyer confirms in writing to the Indemnified Party its obligations to indemnify such party to the fullest extent permitted by law and provided the Buyer is at least “adequately capitalized” as defined in the relevant prompt corrective action regulations) and upon such assumption the Buyer shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if the Buyer elects not to assume such defense or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between the Buyer and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Buyer, and the Buyer shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (x) the Buyer shall be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, unless the proposed counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest among such parties, in which case the Buyer shall pay the reasonable fees and expenses of one additional counsel to the extent necessary to avoid such conflict, (y) the Buyer shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld), and (z) the Buyer shall have no obligation under this Section 6.7(a) to any Indemnified Party when and if, and only to the extent, a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Any Indemnified Party wishing to claim Indemnification under this Section 6.7, upon learning of any matter covered by such claim, action, suit, proceeding or investigation, shall notify the Buyer thereof, provided, that the failure to so notify shall not affect the obligations of the Buyer under this Section 6.86.7 except to the extent such failure to notify materially prejudices the Buyer. Without limitation of the foregoing or any other provision of The Buyer’s obligations under this Section 6.86.7 shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, Parent and the Company agree however, that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor respect of any Indemnified Party, whether provided in claim asserted or made within such period shall continue until the certificate final disposition of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Partyclaim.

Directors’ and Officers’ Indemnification and Insurance. (a) From and Without limiting any additional rights that any Employee, officer or director may have under any Company Plan or under Company’s articles of incorporation or by-laws, after the Effective Time, Parent shall, and Surviving Corporation shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend indemnify and hold harmless each present (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time, a ) and former officer or director or officer of the Company or any and each of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified PartyDirectors and Officers”) from and ), against any and all costs or expenses (including reasonable attorneys’ feesclaims, expenses and disbursements)losses, liabilities, damages, judgments, finesinquiries, lossesfines and any reasonable fees, claimscosts and expenses, damages, penalties, liabilities including attorneys’ fees and amounts paid in settlement or disbursements incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding suit proceeding or investigation, whether civil, criminal, administrativeadministrative or investigative, regulatory arising out of actions taken by them in their capacity as officers or investigative directors at or other Proceeding at law prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby), or in equity or order or ruling, taken by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person them at the request of the Company, including the approval Company or any of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated herebyits Subsidiaries, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. , to the fullest extent permitted under applicable Law for a period of six (6) years from the Effective Time; provided that, in no event will any claim that a Parent and Indemnified Party has under Section 12.3 hereof be considered a matter for which the Surviving Company shall cooperate with Corporation will have any such indemnification obligation. Each Indemnified Party Director and Officer will be entitled to advancement of expenses incurred in the defense of any matter covered by this Section 6.8. Without limitation of claim, action, suit, proceeding or investigation from the foregoing Surviving Corporation within ten (10) Business Days or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored receipt by the Surviving Company and its Subsidiaries and continue in full force and effect, and Corporation from the Indemnified Director or Officer of a request therefor. The Surviving Corporation shall not be amendedsettle, repealed compromise or otherwise modified consent to the entry of judgment in any manner that would adversely affect any right thereunder of any proceeding or threatened action, suit, proceeding, investigation or claim in which indemnification could be sought by such Indemnified PartyDirector or Officer hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Director and Officer from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Director or Officer otherwise consents.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after In the Effective Time, Parent shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting event of any collateral) to repay threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such advancesclaim, if it is ultimately determined that such Person is not entitled to indemnification) each Person action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the Effective Time date of this Agreement, or who becomes prior to the Effective Time, a director director, officer or officer employee of the Company Seller or any of its Subsidiaries and any Person acting (including in his/her role as a fiduciary of the employee benefit plans of the Seller, if applicable) (the "Indemnified Parties") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director, officer, trustee, fiduciary, officer or employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Seller, any of the Seller Subsidiaries or any of their respective predecessors or (ii) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, Company (shall indemnify and hold harmless, to the fullest extent permitted by law, each an “such Indemnified Party”) from and Party against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penaltiesliabilities, liabilities costs, expenses (including reasonable attorney's fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking required by applicable law), judgments, fines and amounts paid in settlement or incurred in connection with any such threatened or actual or threatened claim (including a claim of violation of applicable Law)claim, action, auditsuit, demandproceeding or investigation, and in the event of any such threatened or actual claim, action, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, investigation (whether asserted or claimed prior Exhibit 2.1 to, at arising before or after the Effective Time. Parent and ), the Surviving Indemnified Parties may retain counsel satisfactory to them after consultation with Company; provided, however, that the (1) Company shall cooperate with have the right to assume the defense thereof and upon such assumption Company shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if Company elects not to assume such defense or counsel for the Indemnified Parties reasonably advises that there are issues which raise conflicts of interest between Company and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them after consultation with Company, and Company shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (2) Company shall in all cases be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, (3) Company shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld) and (4) Company shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable; that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Any Indemnified Party wishing to claim indemnification under this Section 6.5, upon learning of any matter covered by such claim, action, suit, proceeding or investigation, shall promptly notify Company thereof, provided that the failure to so notify shall not affect the obligations of Company under this Section 6.86.5 except to the extent such failure to notify materially prejudices Company. Without limitation of the foregoing or any other provision of Company's obligations under this Section 6.86.5 shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, Parent and the Company agree however, that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor respect of any Indemnified Party, whether provided in claim (a "Claim") asserted or made within such period shall continue until the certificate final disposition of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified PartyClaim.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after In the Effective Time, Parent shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting event of any collateral) to repay threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such advancesclaim, if it is ultimately determined that such Person is not entitled to indemnification) each Person action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the Effective Time date of this Agreement, or who becomes prior to the Effective Time, a director director, officer, agent or officer employee of the Company Seller or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified PartyParties”) from and against any and all costs is, or expenses (including reasonable attorneys’ feesis threatened to be, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid made a party based in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law whole or in equity part on, or order arising in whole or rulingin part out of, by reason of or pertaining to (i) the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or he is or was a director, officer, trustee, fiduciary, agent or employee or agent of another Person at the request of the CompanySeller, including any of the approval Seller’s Subsidiaries or any of their respective predecessors or (ii) this Agreement and the Merger and or the other Transaction Documents or any of the transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated herebythereby, whether in any case asserted or claimed prior Exhibit 2.1 to, at arising before or after the Effective Time, the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond thereto. Parent It is understood and agreed that after the Surviving Company Effective Time, the Buyer shall cooperate indemnify and hold harmless, as and to the fullest extent permitted by law, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking required by applicable law), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time), the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Buyer; provided, however, that (w) the Buyer shall have the right to assume the defense thereof (provided the Buyer confirms in writing to the Indemnified Party its obligations to indemnify such party to the fullest extent permitted by law and provided the Buyer is at least “adequately capitalized” as defined in the relevant prompt corrective action regulations) and upon such assumption the Buyer shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if the Buyer elects not to assume such defense or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between the Buyer and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Buyer, and the Buyer shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (x) the Buyer shall be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, unless the proposed counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest among such parties, in which case the Buyer shall pay the reasonable fees and expenses of one additional counsel to the extent necessary to avoid such conflict, (y) the Buyer shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld), and (z) the Buyer shall have no obligation under this Section 6.7(a) to any Indemnified Party when and if, and only to the extent, a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Any Indemnified Party wishing to claim Indemnification under this Section 6.7, upon learning of any matter covered by such claim, action, suit, proceeding or investigation, shall notify the Buyer thereof, provided, that the failure to so notify shall not affect the obligations of the Buyer under this Section 6.86.7 except to the extent such failure to notify materially prejudices the Buyer. Without limitation of the foregoing or any other provision of The Buyer’s obligations under this Section 6.86.7 shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, Parent and however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the Company agree that final disposition of such claim. Notwithstanding the foregoing, all rights to indemnification and exculpation from liability liabilities for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether Party as provided in the certificate their respective certificates or articles of incorporation or bylaws by-laws (or comparable organizational documents) ), and any existing indemnification agreements set forth in Section 6.7 of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its SubsidiariesSeller Disclosure Schedule, shall survive the Merger, be honored by the Surviving Company Merger and its Subsidiaries and shall continue in full force and effecteffect in accordance with their terms, and shall not be amended, repealed or otherwise modified for a period of six (6) years after the Effective Time in any manner that would adversely affect any right the rights thereunder of any such Indemnified Partyindividuals for acts or omissions occurring at or prior to the Effective Time or taken at the request of Buyer pursuant to Section 6.8 hereof.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after In the Effective Time, Parent shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting event of any collateral) to repay threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such advancesclaim, if it is ultimately determined that such Person is not entitled to indemnification) each Person action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the Effective Time date of this Agreement, or who becomes prior to the Effective Time, a director or officer or employee of the Company Seller or any of its Subsidiaries and Seller's subsidiaries or a trustee of any Person acting as Seller Benefit Plans, Seller Pension Plans or Seller Other Plans (the "Indemnified Parties") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he or she is or was a director, officer, trustee, fiduciary, officer or employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company Seller or any of Seller's subsidiaries or (each an “Indemnified Party”ii) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use all reasonable efforts to defend against and respond thereto. It is understood and agreed that prior to the Effective Time, Seller shall indemnify and hold harmless, and that from and after the Effective Time the Surviving Corporation shall indemnify and hold harmless, as and to the fullest extent permitted by applicable law, each such Indemnified Party against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penaltiesliabilities, liabilities costs, expenses (including reasonable attorney's fees and expenses), judgments, fines and amounts paid in settlement or incurred in connection with any such threatened or actual or threatened claim (including a claim of violation of applicable Law)claim, action, auditsuit, demandproceeding or investigation. In the event of any such threatened or actual claim, action, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, investigation (whether asserted or claimed prior Exhibit 2.1 to, at arising before or after the Effective Time. Parent ), (i) Seller and, from and after the Effective Time, the Surviving Company Corporation shall cooperate with promptly pay all reasonably documented expenses in advance of the final disposition of any claim, action, suit, proceeding or investigation to each Indemnified Party to the full extent permitted by law, (ii) the Indemnified Parties may retain counsel mutually satisfactory to them and Seller and, from and after the Effective Time, the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties within thirty days after statements therefor are received, and (iii) Seller and, from and after the Effective Time, the Surviving Corporation will use all reasonable efforts to assist in the vigorous defense of any such matter; provided, however, that neither Seller, Buyer nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and provided further, however, that the Surviving Corporation shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification of such Indemnified Party in the defense of any matter covered manner contemplated hereby is prohibited by this Section 6.8applicable law. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Any Indemnified Party and the Company or any of its Subsidiarieswishing to claim indemnification, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder upon learning of any such Indemnified Partyclaim, action, suit, proceeding or investigation, shall notify Seller and, from and after the Effective Time, the Surviving Corporation thereof, provided that the failure to so notify shall not affect the obligations of Seller, Buyer or the Surviving Corporation, except to the extent such failure to notify materially prejudices such party.

Directors’ and Officers’ Indemnification and Insurance. (a) From and Without limiting any additional rights that any employee may have under any employment agreement or Company Plan, from the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall or shall cause, prior to the LLC Merger, the Surviving Corporation or, after the Effective TimeLLC Merger, Parent shall, and shall cause the Surviving Company to, jointly to indemnify and severallyhold harmless, to the fullest extent permitted by Law (including to which such persons are entitled to be indemnified and held harmless under the fullest extent authorized or permitted by any amendments to or replacements MGCL as of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided)Agreement, indemnify, defend and hold harmless each present (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time) and former officer, a director or officer employee of the Company or any of and its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person subsidiaries (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified PartyParties”) from and ), against any and all costs or expenses (including reasonable attorneys’ feesclaims, expenses and disbursements)losses, liabilities, damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damagesincluding attorneys’ fees and disbursements, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrativeadministrative or investigative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to (i) the Merger fact that an Indemnified Party is or was an officer, director, employee, fiduciary or agent of the Company or any of its subsidiaries or is or was serving at the request of the Company or any of its subsidiaries as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise or non-profit entity or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the other transactions and actions contemplated hereby), whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time, to the fullest extent permitted under applicable Law. Parent In the event of any such claim, action, suit, proceeding or investigation, (x) each Indemnified Party will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from the Surviving Corporation and the Surviving Company to the fullest extent to which such Indemnified Party is entitled to such payment as of the date of this Agreement; provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the MGCL or the Charter or Bylaws, to repay such advances if it is ultimately determined that such person is not entitled to indemnification, (y) neither Parent, the Surviving Corporation nor the Surviving Company 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 (z) the Surviving Corporation or the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Partymatter.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective TimeTime and until the sixth anniversary of the Effective Time and for so long thereafter as any claim for indemnification asserted on or prior to such date has not been fully adjudicated, Parent shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time date hereof or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries and any Person acting as directorParent (collectively, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified PartyParties”) from against all losses, claims, damages, costs and against any and all costs or expenses (including reasonable attorneys’ fees), expenses and disbursements)Liabilities, judgments, fines, losses, claims, damages, penalties, liabilities fines and settlement amounts that are paid in settlement or incurred in connection with any actual or threatened claim Legal Action (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory administrative or investigative and whether asserted or other Proceeding claimed prior to, at law or after the Effective Time) that is based directly or indirectly (in whole or in equity part) on, or order arises directly or rulingindirectly (in whole or in part) out of, by reason of the fact that the such Indemnified Party is or was a director or officer of the Company or its Subsidiaries Parent, as the case may be, and relates to or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising arises out of any action or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions omission occurring at or prior to the Effective Time and (including in connection with this Agreement or any of the rights transactions contemplated hereby) (“Indemnified Liabilities”) to advancement the fullest extent permissible under applicable Law; provided, that Parent shall not be liable for any Indemnified Liabilities which occur as a result of expenses relating thereto now existing in favor fraud or the unlawful criminal actions, gross negligence or willful misconduct of any Indemnified Party. Without limiting the foregoing, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or event that any of its Subsidiaries or in such Legal Action is brought against any indemnification agreement between such Indemnified Party and (whether arising prior to or after the Company Effective Time), Parent will pay expenses in advance to each Indemnified Party or promptly reimburse each Indemnified Party for such expenses as such expenses are incurred to the fullest extent permitted by applicable Law; provided that the Person to whom expenses are advanced provides any undertaking required by applicable Law to repay such advance if it is ultimately determined in a final, non-appealable judgment of its Subsidiariesa court of competent jurisdiction that such Person is not entitled to indemnification. Any Indemnified Party wishing to claim indemnification under this Section ‎5.11, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder upon learning of any such Indemnified PartyLegal Action, shall notify Parent, but the failure so to notify Parent shall not relieve Parent from any Liability which it may have under this paragraph except to the extent such failure actually and materially prejudices Parent.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company Corporation (as the case may be) to, jointly and severally, to the fullest same extent permitted by Law that the Company is required to indemnify, defend and hold harmless (including to and advance expenses to) the fullest extent authorized or permitted by any amendments to or replacements of applicable Indemnified Party under applicable Law adopted after and the Company Charter and Company Bylaws or the organizational documents of the applicable Subsidiary of the Company as of the date of this Agreement that increase the extent to which indemnification may be provided)hereof, indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; incurred, provided the Person to whom expenses are advanced complies with the provisions of Section 00-00-000 of the TBCA or other applicable Law and provides a statements and reasonable documentation therefor) the present and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time, a director or officer former directors and officers of the Company or any Subsidiary of its Subsidiaries the Company and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person entity or enterprise (including any Company Benefit PlanPlan or any Subsidiary of the Company) who is or has acted as such at the request of the Company and the members of JAX LLC that are entitled to indemnification under the LLC Agreement (each an “Indemnified Party”) from and against any and all actual, documented costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)Proceeding, actionarising out of, auditrelating to, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity connection with, any circumstances, developments or order matters in existence, or ruling, by reason of the fact that the Indemnified Party is acts or was a director omissions occurring or officer of the Company alleged to occur prior to or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the CompanyEffective Time, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated herebyMerger, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and ; provided, that the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation Person to whom expenses are advanced provides written affirmation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate ’s good faith determination that any applicable standard of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored conduct required by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed TBCA or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Partyother applicable Law has been met.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), Corporation shall indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time date of this Agreement or who becomes prior to the Effective Time, a an officer or director or officer of the Company Pierce Leahy or any of its Subsidiaries and any Person acting as director(collectively, officerthe "Indemnifxxx Xxxxxxx") against all Claims or amounts that, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at with the request approval of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ feesSurviving Corporation as to settlements only, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts are paid in settlement of or incurred otherwise in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law Claim based in whole or in equity part on or order arising in whole or ruling, by reason in part out of the fact that the Indemnified Party such Person is or was a director or officer of the Company Pierce Leahy or any of its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby pertaining to any mattex xxxxxxxx or arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts actions or omissions occurring at or prior to the Effective Time (including, without limitation, any Claims arising out of this Agreement, the Merger or any Transaction), whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent currently provided under Pierce Leahy's or the applicable Subsidiary's Organic Documents (but xxxx xx xxe extent permitted under Applicable Law), and shall pay any expenses, as incurred, in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under Applicable Law, upon receipt from the Indemnified Party to whom expenses are advanced of an undertaking to repay such advances to the extent required under Applicable Law. Without limiting the foregoing, in the event any such Claim is brought against any of the Indemnified Parties, such Indemnified Parties may retain counsel (including local counsel) satisfactory to them and which shall be reasonably satisfactory to the Surviving Corporation, and the rights Surviving Corporation shall pay all reasonable fees and expenses of such counsel for such Indemnified Parties. The Indemnified Parties as a group shall retain only one law firm (plus appropriate local counsel) to advancement represent them with respect to each such Claim unless there is, as determined by counsel to the Indemnified Parties, under applicable standards of expenses relating thereto now existing in favor professional conduct, a conflict or a reasonable likelihood of a conflict on any significant issue between the positions of any two or more Indemnified PartyParties, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries or in any indemnification agreement between which event such Indemnified Party and shall be entitled to retain separate legal counsel at the Company or any expense of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified PartyCorporation.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective TimeClosing Date and until the fourth anniversary of the Closing Date and for so long thereafter as any claim for indemnification asserted on or prior to such date has not been fully adjudicated, Parent the Purchaser shall, and shall cause the Surviving Company and the Company’s Subsidiaries to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person person who is now, or has been at any time prior to the Effective Time date hereof or who becomes prior to the Effective TimeClosing Date, a director or officer of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified PartyParties”) from against (i) all losses, claims, damages, costs and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgmentsliabilities, fines, losses, claims, damages, penalties, liabilities judgments and settlement amounts that are paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, investigation (whether civil, criminal, administrative, regulatory administrative or investigative and whether asserted or other Proceeding claimed prior to, at law or in equity after the Closing Date) that is based on, or order or rulingarises out of, by reason of the fact that the such Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries and relates to or in arises out of any indemnification agreement between such action or omission occurring at or prior to the Closing Date (“Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effectLiabilities”), and (ii) all Indemnified Liabilities based on, or arising out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under applicable law to indemnify its own directors or officers, as the case may be; provided that the Purchaser or the Company, as the case may be, shall not be amendedliable for any settlement of any claim effected without its written consent. Without limiting the foregoing, repealed in the event that any such claim, action, suit, proceeding or otherwise modified investigation is brought against any Indemnified Party (whether arising prior to or after the Closing Date), each of the parties agrees that (w) the Purchaser will or shall cause the Company to pay expenses in any manner that would adversely affect any right thereunder advance of the final disposition of any such claim, action, suit, proceeding or investigation to each Indemnified PartyParty to the full extent permitted by applicable law; provided that the person to whom expenses are advanced provides any undertaking required by applicable law to repay such advance if it is ultimately determined that such person is not entitled to indemnification; (x) the Indemnified Parties shall retain counsel reasonably satisfactory to the Purchaser; (y) the Purchaser shall or shall cause the Company to pay all reasonable fees and expenses of such counsel for the Indemnified Parties (subject to the final sentence of this paragraph) promptly as statements therefor are received; and (z) the Purchaser shall or shall cause the Company to use all commercially reasonable efforts to assist in the defense of any such matter. Any Indemnified Party wishing to claim indemnification under this Section, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Purchaser, but the failure so to notify the Purchaser shall not relieve the Purchaser from any liability which it may have under this paragraph except to the extent such failure materially prejudices the Purchaser. The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties in which case, the Indemnified Parties may retain more than one law firm.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after 7.9.1. After the Effective Time, Parent shall, and BMBC shall cause the Surviving Company to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person person who is now, or who has been at any time prior to before the Effective Time date hereof or who becomes prior to before the Effective Time, a an officer or director of FKF or officer of an FKF Subsidiary (the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified PartyParties”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penaltiescosts, expenses (including attorney’s fees), liabilities and or judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of BMBC, which consent shall not be unreasonably withheld) of or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, whether civil, criminal, administrativeor administrative (each a “Claim”), regulatory in which an Indemnified Party is, or investigative is threatened to be made, a party or other Proceeding at law witness in whole or in equity part or order arising in whole or ruling, by reason in part out of the fact that the Indemnified Party such person is or was a director or officer of FKF or an FKF Subsidiary if such Claim pertains to any matter of fact arising, existing or occurring at or before the Company or its Subsidiaries or is or was a directorEffective Time (including, officerwithout limitation, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed prior Exhibit 2.1 tobefore, at or after after, the Effective Time, to the fullest extent as would have been permitted by FKF under the PBCL and under FKF’s articles of incorporation and bylaws or equivalent governing documents of any FKF Subsidiary, as applicable, in each case as in effect on the date hereof. Parent and BMBC shall pay expenses in advance of the Surviving Company shall cooperate with final disposition of any such action or proceeding to each Indemnified Party to the fullest extent as would have been permitted by FKF under the PBCL and under FKF’s articles of incorporation and bylaws, upon receipt of an undertaking to repay such advance payments if such Indemnified Party shall be adjudicated or determined to be not entitled to indemnification in the defense manner set forth below. Any Indemnified Party wishing to claim indemnification under this Section 7.9.1 upon learning of any matter covered by Claim, shall notify BMBC (but the failure so to notify BMBC shall not relieve it from any liability which it may have under this Section 6.87.9.1, except to the extent such failure prejudices BMBC) and shall deliver to BMBC the undertaking referred to in the previous sentence. Without limitation of limiting the foregoing or foregoing, in any other provision of this Section 6.8case in which approval by BMBC, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or prior to the Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any one of its Subsidiaries or in the board of directors thereof is required to effect any indemnification agreement between such indemnification, at the election of the Indemnified Party and Party, the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder determination of any such approval shall be made by a majority of the independent directors then in office or, if no such directors are then in office, by independent counsel mutually agreed upon between BMBC and the Indemnified Party.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective TimeClosing, Parent Buyer shall, and shall cause the Surviving Company Business Companies to, jointly and severally, to the fullest extent permitted by Law applicable Law, (i) indemnify and hold harmless each individual (A) who at the Closing is, or at any time prior to the Closing was and (B) who as of immediately following the Closing serves as, a director or officer of any Business Company but solely in such individual’s capacity as director or officer of a Business Company (each, an “Indemnitee” and, collectively, the “Indemnitees”) with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any Action (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent authorized or that the Business Companies would have been permitted by any amendments to or replacements of under applicable Law adopted after and in their respective organizational documents as in effect on the date of this Agreement that increase to indemnify such Person (including the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance advancing of expenses from time to time as incurred to the fullest extent permitted by under applicable Law; provided the Person ) and (ii) agree to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting cause each Business Company to honor all obligations of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior Business Company to the Effective Time or who becomes prior to the Effective TimeIndemnitees in respect of indemnification, a director or officer advancement of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company (each an “Indemnified Party”) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability liabilities for acts or omissions occurring at or prior to the Effective Time and Closing as provided in their respective organizational documents as in effect on the rights date of this Agreement inuring to advancement of expenses relating thereto now existing in favor the benefit of any Indemnified PartyIndemnitee with respect to the Business and providing for indemnification. Notwithstanding the foregoing, whether provided in the certificate indemnification obligations of incorporation Buyer with respect to this Section 5.05 shall not apply to any individual who, following the Closing, remains a director, officer or bylaws (or comparable organizational documents) employee of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified PartyRetained Business.

Directors’ and Officers’ Indemnification and Insurance. (a) From and after the Effective TimeTime and until the sixth anniversary of the Effective Time and for so long thereafter as any claim for indemnification asserted on or prior to such date has not been fully adjudicated, Parent shall, and shall cause the Surviving Company toCorporation (each, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), an "Indemnifying Party") shall indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person person who is now, or has been at any time prior to the Effective Time date hereof or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Planthe "Indemnified Parties") who is or has acted as such at the request of the Company against (each an “Indemnified Party”i) from and against any and all costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penaltiescosts and expenses (including attorneys' fees), liabilities liabilities, judgments and settlement amounts that are paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law)claim, action, audit, demand, suit, other Proceeding proceeding or investigation, investigation (whether civil, criminal, administrative, regulatory administrative or investigative and whether asserted or other Proceeding claimed prior to, at law or after the Effective Time) that is based in whole or in equity part on, or order arises in whole or rulingin part out of, by reason of the fact that the such Indemnified Party is or was a director or officer of the Company or any of its Subsidiaries and relates to or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising arises out of any action or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior Exhibit 2.1 to, at or after the Effective Time. Parent and the Surviving Company shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions omission occurring at or prior to the Effective Time ("Indemnified Liabilities"), and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the rights transactions contemplated hereby, in each case to advancement the full extent a corporation is permitted under applicable law to indemnify its own directors or officers, as the case may be; provided that no Indemnifying Party shall be liable for any settlement of expenses relating thereto now existing in favor any claim effected without its written consent, which consent shall not be unreasonably withheld; and provided, further, that no Indemnifying Party shall be liable for any Indemnified Liabilities which occur as a result of the gross negligence or willful misconduct of any Indemnified PartyParty or conduct with respect to which the Company would not be permitted to indemnify the Indemnified Party under the Company's Certificate of Incorporation on the date hereof. Without limiting the foregoing, whether provided in the certificate of incorporation event that any such claim, action, suit, proceeding or bylaws investigation is brought against any Indemnified Party (whether arising prior to or comparable organizational documentsafter the Effective Time), (w) the Indemnifying Parties will pay expenses in advance of the Company or any of its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, shall survive the Merger, be honored by the Surviving Company and its Subsidiaries and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder final disposition of any such claim, action, suit, proceeding or investigation to each Indemnified Party to the full extent permitted by applicable law; provided that the person to whom expenses are advanced provides any undertaking required by applicable law to repay such advance if it is ultimately determined that such person is not entitled to indemnification; (x) the Indemnified Parties shall retain counsel reasonably satisfactory to the Indemnifying Parties; (y) the Indemnifying Parties shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties (subject to the final sentence of this paragraph) promptly as statements therefor are received; and (z) the Indemnifying Parties shall use all commercially reasonable efforts to assist in the defense of any such matter. Any Indemnified Party wishing to claim indemnification under this Section, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Indemnifying Parties, but the failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability which it may have under this paragraph except to the extent such failure irreparably prejudices such Indemnifying Party. The Indemnified Parties as a group may retain only one law firm (together with appropriate local counsel) to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties in which case the Indemnified Parties may retain more than one law firm; provided, however, that the Indemnifying Parties shall be required to pay the reasonable fees and expenses of only one law firm as determined by the Indemnifying Parties.