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

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided below.

Directors’ and Officers’ Indemnification and Insurance. (a) The From and after the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the any and all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Appointment Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Appointment Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as in effect on the date hereof and (ii) any and all agreements for indemnification, exculpation of liability and/or advancement of expenses in effect as of the date hereof between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified PersonsParties”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the for a period commencing at the Effective Time and ending on the sixth of six (6th6) anniversary of years following the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates certificate of incorporation and bylaws formation (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation from liability and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation from liability and advancement of expenses expense provisions contained set forth in the certificates certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealedamended, amended repealed or otherwise modified in any manner that would adversely affect the rights thereunder of individuals who were covered by such provisions, except as required by applicable Law or as provided belowOrder.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements (in substantially the form made available to Parent prior to the date of this Agreement) between the Company or any of its Subsidiaries and any of their respective current or former directors and officers or officers, and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any the certificate of incorporate or incorporation and bylaws or comparable organizational document documents of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any the certificate of incorporate incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and and/or bylaws (and and/or other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses with respect to any acts or omissions occurring or alleged to have occurred at or prior to the Effective Time that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law or as provided below.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all (i) the indemnification agreements between the Company or any of its Subsidiaries and (x) any of their respective current or former directors and officers as of the date of this Agreement pursuant to the terms of such agreements as in effect as of the date hereof, and (y) any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time and executes an indemnification agreement on terms no less favorable to the Company and no more favorable to such person than the current form of indemnification agreement with its directors that has been made available to Parent (the “Indemnified Persons”), ) and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation indemnification, advancement and exculpation provisions of certain indemnification agreements by and among the Company and its Subsidiaries directors and certain executive officers, as of in effect at the Effective Time shall survive the Merger and shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights of the indemnified parties thereunder. The Surviving Company and its Subsidiaries shall (and, and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, advancement of expenses and exculpation provision set forth in any memorandum and articles of association or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement and (ii) all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified PersonsParties”), a true and (ii) indemnificationcomplete copy of such agreements entered into prior to the date of this Agreement has been provided by the Company to Parent prior to the date hereof. The Articles of Association will contain provisions with respect to exculpation and indemnification that are at least as favorable to the directors, expense advancement and exculpation provisions in any certificate of incorporate officers or bylaws or comparable organizational document employees of the Company or any as those contained in the memorandum and articles of its Subsidiaries association of the Company as in effect on the date hereof, except to the extent prohibited by the Cayman Companies Law or any other applicable Law, which provisions will not be amended, repealed or otherwise modified for a period of this Agreement. In addition, during the period commencing at six years from the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as that would adversely affect the rights thereunder of the Indemnified Parties, unless such modification is required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements in effect on the date of this Agreement between (A) the Company or any of Company, its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries and (B) the Company, its Subsidiaries or any corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise and any Person serving or who served as a director, officer, member, trustee or fiduciary of any of the foregoing at the request of the Company or any of its Subsidiaries, in each case, prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any the certificate of incorporate or incorporation, bylaws or comparable organizational any other similar governing document of the Company or any of and its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as certificate of the Effective Time to) cause the certificates of incorporation and incorporation, bylaws (and other similar organizational documents) governing documents of the Surviving Corporation and its the Company’s Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable to the Indemnified Persons than the indemnification, exculpation and advancement of expenses provisions contained in the certificates certificate of incorporation incorporation, bylaws and bylaws (or other similar organizational documents) governing documents of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law or as provided below.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, advancement of expenses and exculpation provision set forth in any memorandum of association or articles of association or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement and (ii) all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified PersonsParties”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates memorandum of incorporation association and bylaws articles of association (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnificationexculpation, exculpation and the advancement of expenses and indemnification that are no less at least as favorable than to the indemnification, exculpation and advancement of expenses provisions Indemnified Parties as those contained in the certificates memorandum of incorporation association and bylaws articles of association (or other similar organizational documents) of the Company and its Subsidiaries as of in effect on the date hereof, and during such six (6) year period, such provisions shall not be amended, repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the any and all indemnification agreements listed in Section 6.1(a) of the Company Disclosure Letter between the Company or any of its Subsidiaries and any of their respective current or former directors and officers officers, and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (subject to the Company’s compliance with Section 5.1(b)(v) hereof) (each indemnified Person hereunder, the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) seventh anniversary of the Effective Time, the Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) cause the certificates articles of incorporation and bylaws association (and other similar organizational documents) of the Surviving Corporation Company and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, insurance, exculpation and advancement of expenses provisions contained in the certificates articles of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year seven‑year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Parent, REIT Merger Sub and its Subsidiaries Partnership Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the REIT Merger Effective Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in the Company Charter or Company Bylaws or each of the Effective Time Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and, and Parent shall cause the Surviving Corporation Entity and its any applicable Parent Subsidiaries as of the Effective Time to) honor (i) indemnify, defend and fulfill hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in all respects their capacities as such at any time prior to the obligations REIT Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of organization or incorporation or bylaws (or comparable organizational or governing documents) of any of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”)Subsidiaries, and (ii) indemnificationin each case, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries as in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6thy) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) any indemnification agreement of the Company and its or the Company Subsidiaries or other applicable contract as of in effect on the date hereofof this Agreement, or (z) applicable Law, and during such six (6ii) year periodnot amend, repeal or otherwise modify any such provisions shall not be repealed, amended or otherwise modified referenced in subsections (i)(x) and (i)(y) above in any manner except as required by applicable Law or as provided belowthat would adversely affect the rights thereunder of any Indemnitees.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the any and all indemnification agreements listed in ‎Section 6.1(a) of the Company Disclosure Letter (as such indemnification agreements may be amended prior to the Closing Date solely in accordance with the terms listed in ‎Section 6.1(a) of the Company Disclosure Letter) between the Company or any of its Subsidiaries and any of their respective current or former directors and officers officers, and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (subject to the Company’s compliance with ‎Section 5.1(b)(v) hereof) (each indemnified Person hereunder, the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth seventh (6th7th) anniversary of the Effective Time, the Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) cause the certificates articles of incorporation and bylaws association (and other similar organizational documents) of the Surviving Corporation Company and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, insurance, exculpation and advancement of expenses provisions contained in the certificates articles of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) seven-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The During the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement, in each case to the fullest extent permitted under applicable Law. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Effective Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided below.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of Following the Effective Time Time, Cal Dive and the Surviving Company shall (andi) jointly and severally indemnify and hold harmless, Parent shall cause the Surviving Corporation and its Subsidiaries as provide advancement of the Effective Time expenses to) honor , all past and fulfill in all respects the obligations present directors, officers and employees of the Company and its Subsidiaries under (iin all of their capacities) (A) without limitation to subclause (B) below, to the indemnification agreements between same extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to its Amended and Restated Certificate of Incorporation and By-Laws and indemnification agreements, if any, in existence on the date hereof with, or for the benefit of, any of its Subsidiaries such individuals and any of their respective current (B) without limitation to subclause (A) above, to the fullest extent permitted by law, in each case for acts or former directors and officers and any person who becomes a director omissions occurring at or officer of the Company or any of its Subsidiaries prior to the Effective Time (including for acts or omissions occurring in connection with the “Indemnified Persons”), approval of this Agreement and the consummation of the transactions contemplated hereby) and (ii) indemnification, expense advancement include and exculpation provisions cause to be maintained in any effect in the certificate of incorporate or bylaws or comparable organizational document formation and limited liability company agreement of the Surviving Company (or any successor to the Surviving Company) for a period of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of six years after the Effective Time, the Surviving Corporation provisions regarding elimination of liability of directors or managers, indemnification of officers, directors, managers, and its Subsidiaries as of the Effective Time shall (employees and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable advantageous to the intended beneficiaries than the indemnification, exculpation and advancement of expenses corresponding provisions contained in the certificates current Amended and Restated Certificate of incorporation Incorporation and bylaws (or other similar organizational documents) By-Laws of the Company. After the Effective Time, Cal Dive shall cause the Surviving Company to obtain and its Subsidiaries as of the date hereof, and during fully pay (up to a maximum aggregate cost not to exceed $1,000,000 for such six (6) six-year period, ) for “tail” insurance policies (including Side A coverage for such provisions shall not be repealed, amended covered individuals) with a claims period of at least six years from the Effective Time from an insurance carrier with the same or otherwise modified better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance in any manner except an amount and scope at least as required by applicable Law favorable as the Company’s existing policies with respect to matters existing or as provided belowoccurring at or prior to the Effective Time.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements set forth on Section 6.7(a) of the Company Disclosure Letter, in each case, true, accurate and complete copies of which have been made available to Parent and as in effect on the date of this Agreement, between (A) the Company or any of its Subsidiaries and (B) any of their respective current or former directors and officers and or any person Person serving or who becomes served as a director director, officer, employee or officer agent of another corporation, partnership, joint venture, trust, pension, employee benefit plan or other enterprise at the request of the Company or any of its Subsidiaries Subsidiaries, in each case, prior to the Effective Time (collectively, the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any the certificate of incorporate or incorporation and bylaws or comparable organizational document (and any other governing documents), as applicable, of the Company or any of its applicable Subsidiaries in effect on as of the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and any other similar organizational governing documents) ), as applicable, of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses with respect to any acts or omissions occurring or alleged to have occurred at or prior to the Effective Time that are no less favorable favorable, in the aggregate, than the indemnification, exculpation and advancement of expenses provisions contained in the certificates certificate of incorporation and bylaws (or and any other similar organizational governing documents) ), as applicable, of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner materially adverse to the Indemnified Persons except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and LKQ and Parent shall cause the Surviving Corporation and its their Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any in favor of its Subsidiaries and any of their respective current or former directors and officers and any each person who is now, or has been at any time prior to the date hereof or who becomes a prior to the Effective Time an officer or director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), and (ii) under indemnification, expense advancement and exculpation provisions in any certificate of incorporate incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and LKQ and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided below.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all (i) the indemnification agreements set forth in Section 6.11 of the Company Disclosure Letter, and as in effect on the date of this Agreement, between the Company or any of its Subsidiaries and (A) any of their respective current or former directors and officers as of the date of this Agreement pursuant to the terms of such agreements as in effect on the date hereof and (B) any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time and executes an indemnification agreement on terms no less favorable to the Company and no more favorable to such person than the current form of indemnification agreement with its directors and officers that has been made available to Parent (the “Indemnified Persons”), ) and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document Constitutional Documents of the Company or any of its Subsidiaries in effect on the date of this Agreement, in each case until the sixth (6th) anniversary of the Effective Time. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses expenses, covering acts and omissions of directors and officers, in each case in their respective capacities as such, occurring at or prior to the Effective Time, that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements (A) listed in Section 7.9(a) of the Company Disclosure Letter between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and (B) between the Company or any of its Subsidiaries and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time to the extent permitted pursuant to the terms of this Agreement (provided that any such indemnification agreement entered into with any person who becomes a director or officer of the Company or any of its Subsidiaries following the date of this Agreement in accordance with the terms of this Agreement shall be in substantially the same form as the indemnification agreements listed in Section 7.9(a) of the Company Disclosure Letter) (the “Indemnified Persons”), and (ii) the indemnification, expense advancement and exculpation provisions in any certificate of incorporate incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Person except as required by applicable Law or as provided below.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as in effect on the date hereof and (ii) any and all agreements for indemnification, exculpation of liability and/or advancement of expenses in effect as of the date hereof between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified PersonsParties”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the for a period commencing at the Effective Time and ending on the sixth of six (6th6) anniversary of years following the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation from liability and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation from liability and advancement of expenses expense provisions contained set forth in the certificates certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealedamended, amended repealed or otherwise modified in any manner that would adversely affect the rights thereunder of individuals who were covered by such provisions, except as required by applicable Law or as provided belowOrder.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Acceptance Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Acceptance Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Acceptance Time (the “Indemnified Persons”), ) and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Acceptance Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Acceptance Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Acceptance Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided below.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Parent and its Subsidiaries Merger Sub agree that all rights to exculpation and indemnification for acts or omissions occurring at or prior to the Parent Merger Effective Time, whether asserted or claimed prior to, at or after the Parent Merger Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of Indemnitees as provided in the Company Charter or the Company Bylaws or each of the Effective Time Company Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any indemnification agreement of the Company or the Company Subsidiaries or other applicable contract as in effect on the date of this Agreement and listed in the Company Disclosure Letter shall survive the Mergers and shall continue in full force and effect in accordance with their terms. Parent and the Surviving Entity shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time Entity to) honor (i) indemnify, defend and fulfill hold harmless, and advance expenses to, Indemnitees with respect to all acts or omissions by them in all respects their capacities as such at any time prior to the obligations Parent Merger Effective Time, to the fullest extent required by: (x) the Company Charter or Company Bylaws, or the articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) of any of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”)Subsidiaries, and (ii) indemnificationin each case, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries as in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6thy) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) any indemnification agreement of the Company and its or the Company Subsidiaries or other applicable contract as of in effect on the date hereofof this Agreement and listed in the Company Disclosure Letter, or (z) applicable Law, and during such six (6ii) year periodnot amend, repeal or otherwise modify any such provisions shall not be repealed, amended or otherwise modified referenced in subsections (i)(x) and (i)(y) above in any manner except as required by applicable Law or as provided belowthat would adversely affect the rights thereunder of any Indemnitees.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, advancement of expenses and exculpation provision set forth in any memorandum and articles of association or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement and (ii) all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified PersonsParties”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) cause the certificates memorandum and articles of incorporation and bylaws association (and other similar organizational documents) of the Surviving Corporation Company and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnificationexculpation, exculpation and the advancement of expenses and indemnification that are no less at least as favorable than to the indemnification, exculpation and advancement of expenses provisions Indemnified Parties as those contained in the certificates memorandum and articles of incorporation and bylaws association (or other similar organizational documents) of the Company and its Subsidiaries as of in effect on the date hereof, and during such six (6) year period, such provisions shall not be amended, repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The From and after the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, expense advancement and exculpation provision set forth in any certificate of incorporation or bylaws or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement and (ii) all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person Person who becomes a director director, officer, employee or officer agent of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates articles of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as Subsidiaries, and the successors in interest of the Acceptance Time each of them, to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates articles of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all: (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers as of the date of this Agreement and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Acceptance Time (the “Indemnified Persons”), ) and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Acceptance Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any a manner adverse to the Indemnified Persons except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Newco shall, and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) , honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the any and all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers set forth in Section 6.8 of the Company Disclosure Letter and any person who becomes a director or officer of the Company or any of its Subsidiaries after the date hereof and prior to the Effective Time (but in the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in case of any certificate of incorporate person who becomes a director or bylaws or comparable organizational document officer of the Company or any of its Subsidiaries in effect on after the date hereof and prior to the Effective Time, solely to the extent that the terms and conditions of this Agreementany such indemnification agreements are no more favorable, in the aggregate, to the indemnification agreements to which similarly situated directors and officers set forth in Section 6.8 of the Company Disclosure Letter are a party) (each, an “Indemnified Person” and collectively, the “Indemnified Persons”). In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent Newco shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses expenses, covering acts and omissions of directors and officers (and any other employees or agents who otherwise would be entitled to similar benefits thereunder pursuant to the terms thereof in effect on the date hereof), in each case in their respective capacities as such, occurring at or prior to the Effective Time, that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner that adversely affects their rights thereunder except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as shall (and Parent, to the extent of any value it or any of its other Subsidiaries receives from the Surviving Corporation or any of its Subsidiaries from and after the Effective Time shall (andTime, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the any and all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Appointment Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Appointment Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The During the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, advancement of expenses and exculpation provision set forth in any memorandum and articles of association or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement (the “Organizational Documents”) and (ii) all indemnification agreements (the “Indemnification Agreements”) in effect as of the date of this Agreement (all of which are deemed Material Contracts) between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified PersonsParties”). During such six (6) year period, and (ii) indemnificationsuch Indemnification Agreements shall not be amended, expense advancement and exculpation provisions repealed or otherwise modified in any certificate of incorporate or bylaws or comparable organizational document manner that would adversely affect the rights of the Company or any of its Subsidiaries in effect on Indemnified Parties thereunder except as permitted by the date of this Agreementterms thereof. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, and except as prohibited by applicable Law, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates memorandum and articles of incorporation and bylaws association (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnificationexculpation, exculpation and the advancement of expenses and indemnification that are no less at least as favorable than to the indemnification, exculpation and advancement of expenses provisions Indemnified Parties as those contained in the certificates memorandum and articles of incorporation and bylaws association (or other similar organizational documents) of the Company and its Subsidiaries as of in effect on the date hereof, and during such six (6) year period, such provisions shall not be amended, repealed, amended or otherwise modified in any manner that would adversely affect the rights of the Indemnified Parties thereunder except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Merger Agreement provides for indemnification and its Subsidiaries insurance rights in favor of ARMO’s current and former directors, officers, employees and agents, who we refer to as of the Effective Time shall (and“indemnitees.” Specifically, Parent shall cause the Surviving Corporation Lilly and its Subsidiaries as of the Effective Time to) honor Purchaser have agreed that all rights to indemnification and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company exculpation from liabilities for acts or any of its Subsidiaries and any of their respective current omissions occurring at or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), and (iirights to advancement of expenses) indemnification, expense advancement and exculpation provisions now existing in any favor of indemnitees as provided in ARMO’s certificate of incorporate incorporation or bylaws or comparable organizational document under any indemnification agreement in effect as of May 9, 2018 and made available to Lilly will survive the Offer Closing and the Merger, continue in full force and effect in accordance with their respective terms and will for a period of six years following May 9, 2018, not be amended, repealed or otherwise modified in a manner that would adversely affect any right thereunder of any indemnitee. At or prior to the Effective Time, ARMO may obtain and fully pay the premium for “tail” directors’ and officers’ liability insurance policies in respect of acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of the Company or Merger Agreement and the consummation of the Transactions) for the period beginning upon the Offer Closing Date and ending six years from the Effective Time, covering each indemnitee and containing terms (including with respect to coverage and amounts) and conditions (including with respect to deductibles and exclusions) that are in the aggregate, no less favorable to any indemnitee than those of its Subsidiaries ARMO’s directors’ and officers’ liability insurance policies in effect on the date of this the Merger Agreement. However, the maximum aggregate annual premium for such “tail” insurance policies shall not exceed 250% of the aggregate annual premium payable by ARMO for coverage for its current fiscal year under its existing D&O policies. If such “tail” insurance policies have been obtained by ARMO, Xxxxx shall cause such “tail” insurance policies to be maintained in full force and effect, for their full term, and cause all obligations thereunder to be honored by it and the Surviving Corporation. In the event ARMO does not obtain such “tail” insurance policies, then, for the period beginning upon the Offer Closing Date and ending six years from the Effective Time, Xxxxx shall either purchase such “tail” insurance policies or Xxxxx shall maintain in effect the Existing D&O Policies in respect of acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of the Merger Agreement and the consummation of the Transactions). However, neither Lilly nor the Surviving Corporation shall be required to pay an aggregate annual premium for such insurance policies in excess of 250% of the annual premium payable by ARMO for coverage for its current fiscal year under its existing D&O policies, and, if the annual premium of such insurance coverage exceeds such amount, Lilly or the Surviving Corporation shall be obligated to obtain the most comparable policy available for an annual premium equal to such amount and Lilly may substitute therefor policies of a reputable and financially sound insurance company containing terms (including with respect to coverage and amounts) and conditions (including with respect to deductibles and exclusions) that are, individually and in the aggregate, no less favorable to any indemnitee. Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in the Merger Agreement, each of ARMO, Lilly and Purchaser has agreed to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as reasonably practicable, the Offer, the Merger and the Transactions, including (i) the obtaining of all necessary or advisable actions or non-actions, waivers and consents from, the making of all necessary registrations, declarations and filings with, and the taking of all reasonable steps as may be necessary to avoid a claim, suit, action, arbitration, investigation or proceeding (“Proceeding”) by, any governmental entity with respect to the Merger Agreement or the transaction contemplated by the Merger Agreement, (ii) the defending or contesting of any Proceedings, whether judicial or administrative, challenging the Merger Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other governmental entity vacated or reversed and (iii) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of the Merger Agreement. In additionconnection with and without limiting the foregoing, during ARMO and ARMO Board shall (A) take all action necessary to ensure that no restrictions on business combinations of any takeover law or similar statute or regulation is or becomes applicable to any transaction contemplated by the period commencing at Merger Agreement or the Effective Time Merger Agreement and ending (B) if the restrictions on business combinations of any takeover law or similar statute or regulation becomes applicable to any transaction Table of Contents contemplated by the Merger Agreement or the Merger Agreement, use its reasonable best efforts take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the sixth terms contemplated by the Merger Agreement and otherwise to minimize the effect of such statute or regulation on the Transactions and the Merger Agreement. Xxxxx and ARMO shall, or shall cause their ultimate parent entity as that term is defined in the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (6ththe “HSR Act”) anniversary to, in consultation and cooperation with the other, file (i) with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required under the HSR Act for the Offer, the Merger or the other Transactions as promptly as practicable (but in no event later than ten business days after the date of the Merger Agreement) and (ii) all appropriate filings, notices, applications or similar documents required under any foreign antitrust law as promptly as reasonably practicable. Xxxxx shall with ARMO’s reasonable cooperation file all appropriate filings, notices, applications or similar documents required under any foreign antitrust law as promptly as reasonably practicable. Any such filings shall be in substantial compliance with the requirements of the HSR Act or the applicable foreign antitrust laws, as the case may be. Each of Lilly and ARMO shall (i) furnish to the other party such necessary information and reasonable assistance as the other party may request in connection with its preparation of any filing or submission which is necessary under the HSR Act or any foreign antitrust law, (ii) give the other party reasonable prior notice of any such filings or submissions and, to the extent reasonably practicable, of any communication with, and any inquiries or requests for additional information from, the FTC, the DOJ and any other governmental entity regarding the Offer, the Merger or the other Transactions, and permit the other party (or its outside counsel if necessary to retain confidentiality) to review and discuss in advance, and consider in good faith the views of, and secure the participation of, the other party in connection with, any such filings, submissions, communications, inquiries or requests, (iii) unless prohibited by applicable law or by the applicable governmental entity, and to the extent reasonably practicable, (A) not participate in or attend any meeting, or engage in any substantive conversation, with any governmental entity in respect of the Offer, the Merger or the other Transactions without the other party, (B) give the other party reasonable prior notice of any such meeting or conversation, (C) in the event one party is prohibited by applicable law or by the applicable governmental entity from participating in or attending any such meeting or engaging in any such conversation, keep such party apprised with respect thereto, (D) cooperate with one another in the filing of any substantive memoranda, white papers, filings, correspondence or other written communications explaining or defending the Merger Agreement, the Offer, the Merger or the other Transactions, articulating any regulatory or competitive argument or responding to requests or objections made by any governmental entity and (E) furnish the other party with copies of all filings, submissions, correspondence and communications (and memoranda setting forth the substance thereof) between it and its affiliates and their respective representatives, on the one hand, and any governmental entity or members of any governmental entity’s staff, on the other hand, with respect to the Merger Agreement, the Offer, the Merger and the other Transactions and (iv) comply with any inquiry or request from the FTC, the DOJ or any other governmental entity as promptly as reasonably practicable. Any such additional information shall be in substantial compliance with the requirements of the HSR Act or the applicable foreign antitrust law, as the case may be. The parties agree not to extend, directly or indirectly, any waiting period under the HSR Act or any foreign antitrust law or enter into any agreement with a governmental entity to delay or not to consummate the Offer, the Merger or the other Transactions, except with the prior written consent of the other party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, each Party shall provide to the other (or the other’s respective advisors) upon request copies of all correspondence between such Party and any governmental entity relating to the Transactions. XXXX, Xxxxx and Purchaser may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under Section 6.02 of the Merger Agreement as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. Xxxxx and Xxxxxxxxx agree to take promptly any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all clearances, consents, approvals and waivers under the HSR Act or any Table of Contents foreign antitrust law that may be required by any governmental entity, so as to enable the parties to close the Transactions as promptly as practicable (and in any event by or before than the Outside Date); provided, however, that nothing in Section 6.02 of the Merger Agreement and notwithstanding anything to the contrary in the Merger Agreement, neither Lilly nor Purchase shall have any obligation to (or to cause any of their respective subsidiaries or affiliates or ARMO to): (i) sell, license, divest or dispose of or hold separate the assets, intellectual property or businesses of any entity; (ii) terminate, amend or assign any existing relationships or contractual rights or obligations of any entity; (iii) change or modify any course of conduct regarding future operations of any entity; (iv) otherwise take any action that would limit the freedom of action with respect to, or the ability to retain, one or more businesses, assets or rights of any entity or interests therein; or (v) commit to take any such action in the foregoing clause (i), (ii), (iii) or (iv); provided, however, that Lilly and Purchaser shall take the actions in the foregoing clause (i), (ii), (iii) or (iv) with respect to ARMO (including, after the Effective Time, the Surviving Corporation Corporation) if such action (A) is necessary to obtain required clearances or waiting period expirations or terminations as may be required under the HSR Act or any foreign antitrust law by or before the Outside Date and (B) would not, individually or in the aggregate, reasonably be expected to be materially detrimental to the benefits anticipated to be derived by Xxxxx and its Subsidiaries affiliates as a result of the Effective Time Transactions. In addition, ARMO shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as not offer or commit to take any of the Effective Time toactions referred to in clause (i), (ii), (iii) cause the certificates of incorporation and bylaws or (and other similar organizational documentsiv) of the Surviving Corporation immediately preceding sentence without Xxxxx’x prior written consent. For the avoidance of doubt, Xxxxx shall not require ARMO to, and its Subsidiaries as of the Acceptance Time to contain provisions ARMO shall not be required to, take any action with respect to indemnification, exculpation and any order or any applicable law that binds ARMO prior to the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowEffective Time.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Parent and Acquisition Sub agree that all rights to exculpation, indemnification, contribution and advancement of expenses for facts, events 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 hereby), now existing in favor of the current or former directors, officers or employees of (or in a comparable role with) the Company or its Subsidiaries, or any person serving at the request of the Company or any of its Subsidiaries as a director, officer or employee of (or in a comparable role with) another Person (the Effective Time "D&O Indemnified Parties"), as the case may be, shall survive the Merger and shall continue in full force and effect in accordance with their terms (andit being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall and shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the to perform such obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreementthereunder. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as certificate of the Effective Time to) cause the certificates of incorporation and incorporation, bylaws (and or other similar organizational documents) documents of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to exculpation, indemnification, exculpation and the advancement of expenses and limitation of director, officer and employee (or comparable) liability that are no less favorable to the D&O Indemnified Parties than the indemnification, exculpation and advancement of expenses provisions contained those set forth in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company Company's and its Subsidiaries Subsidiaries' organizational documents as of the date hereofClosing Date, and during such which provisions thereafter shall not, for a period of at least six (6) year periodyears from the Effective Time, such provisions shall not be repealedamended, amended repealed or otherwise modified in any manner except as required by applicable Law or as provided belowthat would adversely affect the rights thereunder of the D&O Indemnified Parties.

Directors’ and Officers’ Indemnification and Insurance. (a) The Final Surviving Corporation Entity and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Final Surviving Corporation Entity and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as in effect on the date hereof and (ii) any and all agreements for indemnification, exculpation of liability and/or advancement of expenses in effect as of the date hereof between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified PersonsParties”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the for a period commencing at the Effective Time and ending on the sixth of six (6th6) anniversary of years following the Effective Time, the Final Surviving Corporation Entity and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Final Surviving Corporation Entity and its Subsidiaries as of the Effective Time to) cause the certificates certificate of incorporation and bylaws formation (and other similar organizational documents) of the Final Surviving Corporation Entity and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation from liability and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation from liability and advancement of expenses expense provisions contained set forth in the certificates certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealedamended, amended repealed or otherwise modified in any manner that would adversely affect the rights thereunder of individuals who were covered by such provisions, except as required by applicable Law or as provided belowOrder.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Parent shall, and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) , honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the any and all indemnification agreements in effect immediately prior to the Appointment Time between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Appointment Time (the “"Indemnified Persons”)Parties") with respect to any action, and suit or proceeding commenced within six (ii6) indemnification, expense advancement and exculpation provisions in any certificate years following the Appointment Time arising out of incorporate facts or bylaws circumstances occurring or comparable organizational document of existing prior to the Company or any of its Subsidiaries in effect on the date of this AgreementAppointment Time. In addition, during the for a period commencing at the Effective Time and ending on the sixth of six (6th6) anniversary of years following the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time Parent shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses and exculpation that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses and exculpation provisions contained in the certificates certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of immediately prior to the date hereofAppointment Time, and during such six (6) year period, such provisions shall not be repealedamended, amended repealed or otherwise modified in any manner that would adversely affect the rights thereunder of individuals who were covered by such provisions, except as required by applicable Law or as provided belowLegal Requirements.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (iany and all indemnification agreements, including those listed in ‎Section 6.1(a) of the indemnification agreements Company Disclosure Letter, between the Company or any of its Subsidiaries and any of their respective current or former directors and officers officers, and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (each indemnified Person hereunder, the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) seventh anniversary of the Effective Time, the Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) cause the certificates Articles of incorporation and bylaws Association (and other similar organizational documents) of the Surviving Corporation Company and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, insurance, exculpation and advancement of expenses provisions contained in the certificates articles of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) seven-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law Law; provided that all rights to indemnification in respect of any claim made for indemnification within such period shall continue until the final disposition of such action or as provided belowfinal resolution of such claim.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation indemnification, advancement and exculpation provisions of the indemnification agreements by and among the Company and its Subsidiaries directors and certain executive officers as of in effect at the Effective Time shall survive the Merger and shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner. The Surviving Company and its Subsidiaries shall (and, and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, advancement of expenses and exculpation provision set forth in any memorandum and articles of association or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement and (ii) all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified PersonsParties”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) cause the certificates memorandum and articles of incorporation and bylaws association (and other similar organizational documents) of the Surviving Corporation Company and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnificationexculpation, exculpation and the advancement of expenses and indemnification that are no less at least as favorable than to the indemnification, exculpation and advancement of expenses provisions Indemnified Parties as those contained in the certificates memorandum and articles of incorporation and bylaws association (or other similar organizational documents) of the Company and its Subsidiaries as of in effect on the date hereof, and during such six (6) year period, such provisions shall not be amended, repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, expense advancement and exculpation provision set forth in any certificate of incorporation or by-laws or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement, and (ii) all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and (along with any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (Time, the “Indemnified Persons”“), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates articles of incorporation and bylaws by-laws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates articles of incorporation and bylaws by-laws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers as of the date of this Agreement and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), ) and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and directors, officers or employees, and any person who becomes a director director, officer or officer employee of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”)Time, and (ii) indemnification, expense advancement and exculpation provisions in any the certificate of incorporate or incorporation and bylaws or comparable organizational document documents of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The For a period of six years after the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all (i) the indemnification agreements between the Company or any of its Subsidiaries identified in Section 3.12(a)(xiv) of the Company Disclosure Letter, and (x) any of their respective current or former directors and officers as of the Agreement Date pursuant to the terms of such agreements as in effect as of the Agreement Date, and (y) any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time and executes an indemnification agreement on terms no less favorable to the Company and no more favorable to such person than the current form of indemnification agreement with its directors that has been made available to Parent (the “Indemnified Persons”), ) and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this AgreementAgreement Date. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereofAgreement Date, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law Law. Any claims for indemnification made under this Section 6.10 on or as provided belowprior to the sixth anniversary of the Effective Time shall survive such anniversary until the final resolution thereof, and Parent shall cause the Surviving Corporation and its applicable Subsidiaries to maintain sufficient funds for the payment of their respective obligations to the Indemnified Persons under this Section 6.10(a).

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company, Exalenz US and any Subsidiaries of the Company under any and its Subsidiaries under (i) the all indemnification agreements listed in Section 6.1(a) of the Company Disclosure Letter between the Company Company, Exalenz US or any Subsidiaries of its Subsidiaries the Company and any of their respective current or former directors and officers officers, and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (subject to the Company’s compliance with (a) Section 5.1(b)(v) hereof) (each indemnified Person hereunder, the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) seventh anniversary of the Effective Time, the Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) cause the certificates articles of incorporation and bylaws association (and other similar organizational documents) of the Surviving Corporation Company and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, insurance, exculpation and advancement of expenses provisions contained in the certificates articles of incorporation and bylaws (or other similar organizational documents) of the Company, Exalenz US and any Subsidiaries of the Company and its Subsidiaries as of the date hereof, and during such six (6) seven-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, advancement of expenses and exculpation provision set forth in any certificate of incorporation, bylaws or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement and (ii) all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified PersonsParties”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnificationexculpation, exculpation and the advancement of expenses and indemnification that are no less at least as favorable than to the indemnification, exculpation and advancement of expenses provisions Indemnified Parties as those contained in the certificates certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of in effect on the date hereof, and during such six (6) year period, such provisions shall not be amended, repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all (i) the indemnification agreements set forth on Section 6.10 of the Company Disclosure Letter, and as in effect on the date of this Agreement, between (A) the Company or any of its Subsidiaries and any of their respective current or former directors and officers as of the date of this Agreement pursuant to the terms of such agreements as in effect on the date hereof and (B) any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time and executes an indemnification agreement on terms no less favorable to the Company and no more favorable to such person than the current form of indemnification agreement with its directors and officers that has been made available to Parent (the “Indemnified Persons”), ) and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document Constitutional Documents of the Company or any of its Subsidiaries in effect on the date of this Agreement, in each case until the sixth (6th) anniversary of the Effective Time. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses expenses, covering acts and omissions of directors and officers, in each case in their respective capacities as such, occurring at or prior to the Effective Time, that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law or as provided below.Law. Table of Contents

Directors’ and Officers’ Indemnification and Insurance. (a) The Parent and the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements to the extent made available to Parent between (A) the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries and (B) any corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise and any Person serving or who served as a director, officer, member, trustee or fiduciary of any of the foregoing at the request of the Company or any of its Subsidiaries, in each case, prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate the Charter or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation Corporation, and its Subsidiaries as of the Acceptance Time Subsidiaries, to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law or as provided below.

Directors’ and Officers’ Indemnification and Insurance. (a) The Certificate of Incorporation and the Bylaws of the Surviving Corporation shall contain the respective provisions that are set forth, as of the date of this Agreement, in Article IX of the Eighth Amended and Restated Certificate of Incorporation of EVT ("Restated Certification") and Article VII, Section 6 of the Bylaws of EVT, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who at or at any time prior to the Effective Time were entitled to indemnification thereunder. (b) Guidant hereby agrees (i) to assume, as of the Effective Time, all obligations of EVT under Article IX of the Restated Certificate and Article VII, Section 6 of the Bylaws of EVT, and (ii) to pay all amounts that become due and payable under such provisions. (c) The Surviving Corporation and its Subsidiaries as of the Effective Time Guidant shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the EVT pursuant to indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former with EVT's directors and officers and any person who becomes a director existing at or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of before the Effective Time. (d) The Surviving Corporation shall use commercially reasonable efforts to maintain in effect for six years from the Effective Time, if available, directors' and officers' liability insurance covering those persons who are currently covered by EVT's directors' and officers' liability insurance policy on terms comparable to such existing insurance coverage; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 5.12 more than an amount per year equal to 150% of current annual premiums paid by EVT for such insurance (which premiums EVT represents and warrants to be not more than $250,000 in the aggregate) and; provided further that if the annual premiums exceed such amount, Guidant shall be obligated to use commercially reasonable efforts to obtain a policy with the greatest coverage available for a cost not exceeding such amount. (e) This Section shall survive the consummation of the Merger, is intended to benefit EVT, the Surviving Corporation and its Subsidiaries as of the Effective Time each indemnified party, shall (be binding, jointly and Parent shall cause the Surviving Corporation severally, on all successors and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) assigns of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereofGuidant, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required enforceable by applicable Law or as provided below.the indemnified parties. 5.13

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the any and all indemnification agreements listed in ‎Section 6.1(a) of the Company Disclosure Letter between the Company or any of its Subsidiaries and any of their respective current or former directors and officers officers, and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (subject to the Company’s compliance with ‎Section 5.1(b)(v) hereof) (each indemnified Person hereunder, the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) seventh anniversary of the Effective Time, the Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) cause the certificates articles of incorporation and bylaws association (and other similar organizational documents) of the Surviving Corporation Company and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, insurance, exculpation and advancement of expenses provisions contained in the certificates articles of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) seven-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, advancement of expenses and exculpation provision set forth in any certificate of incorporation or bylaws or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement and (ii) all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified PersonsParties”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnificationexculpation, exculpation and the advancement of expenses and indemnification that are no less at least as favorable than to the indemnification, exculpation and advancement of expenses provisions Indemnified Parties as those contained in the certificates certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of in effect on the date hereof, and during such six (6) year period, such provisions shall not be amended, repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (iany and all indemnification agreements, including those listed in Section 6.1(a) of the indemnification agreements Company Disclosure Letter, between the Company or any of its Subsidiaries and any of their respective current or former directors and officers officers, and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (each indemnified Person hereunder, the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) seventh anniversary of the Effective Time, the Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) cause the certificates Articles of incorporation and bylaws Association (and other similar organizational documents) of the Surviving Corporation Company and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, insurance, exculpation and advancement of expenses provisions contained in the certificates articles of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) seven-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law Law; provided that all rights to indemnification in respect of any claim made for indemnification within such period shall continue until the final disposition of such action or as provided belowfinal resolution of such claim.

Directors’ and Officers’ Indemnification and Insurance. (a) 11.1.1 The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the any and all indemnification agreements (including after the proposed amendment regarding the reference to 25% of shareholder equity) between the Company or any of its Subsidiaries and any of their respective current or former directors and officers listed in Exhibit 11.1 (the “Indemnification Agreements”) as well as under any indemnification agreements between the Company or any of its Subsidiaries and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (subject to the Company’s compliance with Section 6 hereof) (each indemnified Person hereunder, the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) seventh anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates articles of incorporation and bylaws association (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, insurance, exculpation and advancement of expenses provisions contained in the certificates articles of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year seven‑year period, such provisions shall not be repealed, amended or otherwise modified in any manner manner, except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Parent and Acquisition Sub agree that all rights to exculpation, indemnification, contribution and advancement of expenses for facts, events 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 hereby), now existing in favor of the current or former directors, officers or employees of (or in a comparable role with) the Company or its Subsidiaries, or any person serving at the request of the Company or any of its Subsidiaries as a director, officer or employee of (or in a comparable role with) another Person (the Effective Time “D&O Indemnified Parties”), as the case may be, shall survive the Merger and shall continue in full force and effect in accordance with their terms (andit being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall and shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the to perform such obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreementthereunder. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as certificate of the Effective Time to) cause the certificates of incorporation and incorporation, bylaws (and or other similar organizational documents) documents of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to exculpation, indemnification, exculpation and the advancement of expenses and limitation of director, officer and employee (or comparable) liability that are no less favorable to the D&O Indemnified Parties than the indemnification, exculpation and advancement of expenses provisions contained those set forth in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company Company’s and its Subsidiaries Subsidiaries’ organizational documents as of the date hereofClosing Date, and during such which provisions thereafter shall not, for a period of at least six (6) year periodyears from the Effective Time, such provisions shall not be repealedamended, amended repealed or otherwise modified in any manner except as required by applicable Law or as provided belowthat would adversely affect the rights thereunder of the D&O Indemnified Parties.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Merger Agreement provides for certain indemnification rights in favor of Steinway’s and its Subsidiaries subsidiaries’ current and former directors, officers or employees. Specifically, Parent and Purchaser agreed that all rights to exculpation and indemnification from liabilities and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time existing in favor of any individual as of the date of the Merger Agreement who was then or had been at any time prior to the date of the Merger Agreement, or who becomes prior to the Effective Time, a director, officer or employee of Steinway or any of its subsidiaries, and any indemnification agreements with any such persons, will survive the Transactions and will continue in full force and effect in accordance with their terms, and will not be amended, repealed or otherwise modified for a period of six years after the Effective Time shall (andin any manner that would adversely affect the rights thereunder of such individuals for acts or omissions occurring at or prior to the Effective Time. The Merger Agreement also provides for certain insurance rights in favor of Steinway’s former directors and officers. Prior to the Effective Time, Steinway shall, or, if Steinway is unable to, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor , purchase a six-year “tail” prepaid directors’ and fulfill officers’ liability insurance policy in all respects the obligations respect of the Company and its Subsidiaries under (i) the indemnification agreements between the Company acts or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries omissions occurring prior to the Effective Time (covering each such current and former director and officer. If Steinway or the Surviving Corporation for any reason fails to obtain such “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of tail” insurance policy prior to the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause maintain the Surviving Corporation existing officers’ and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries directors’ liability insurance policies maintained by Steinway as of the date hereofof the Merger Agreement (or substitute policies with at least the same coverage and amounts that are not less advantageous) for a period of six years from the Effective Time; provided, that Parent and during such six (6) year period, such provisions shall the Surviving Corporation will not be repealedrequired to expend annually in the aggregate an amount in excess of 250% of the last annual premium paid by Steinway for such insurance prior to the date of the Merger Agreement in respect of coverage required to be maintained pursuant to the Merger Agreement. If Parent or the Surviving Corporation or any of their respective successors or assigns consolidates or merges into any other entity in which it is not the surviving entity or transfers all or substantially all of its properties and assets, amended then such successors and assigns of Parent or otherwise modified the Surviving Corporation shall assume all of the obligations summarized in any manner except as required by applicable Law or as provided belowthis section “— Directors’ and Officers’ Indemnification and Insurance.”

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Merger Agreement provides for certain indemnification rights in favor of AMPAC’s and its Subsidiaries Subsidiaries’ current and former directors, officers or employees. Specifically, Parent agreed to take all actions necessary such that all rights to indemnification and exculpation from liabilities and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time existing in favor of any individual as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as date of the Effective Time to) honor and fulfill in all respects Merger Agreement who was then or had been at any time prior to the obligations date of the Company and its Subsidiaries under (i) Merger Agreement, or who becomes prior to the indemnification agreements between the Company Effective Time, a director, officer or employee of AMPAC or any of its Subsidiaries and any or who is or was serving at the request of their respective current or former directors and officers and any person who becomes a director or officer of the Company AMPAC or any of its Subsidiaries as a director, officer or employee of another entity as provided in the respective articles of incorporation or by-laws (or comparable organizational documents) of AMPAC and its Subsidiaries, and any indemnification agreements with any such persons, will survive the Offer and the Merger and the other transactions contemplated by the Merger Agreement and will continue in full force and effect in accordance with their terms, and will not be amended, repealed or otherwise modified for a period of 6 years after the Effective Time in any manner that would adversely affect the rights thereunder of such individuals for acts or omissions occurring at or prior to the Effective Time. The Merger Agreement also provides for certain insurance rights in favor of AMPAC’s and its Subsidiaries’ current and former directors and officers. Specifically, Parent agreed to maintain the existing officers’ and directors’ liability insurance policies maintained by AMPAC as of the date of the Merger Agreement (or substitute policies with at least the same coverage and amounts that are not less advantageous) for a period of six years from the Effective Time; provided that after the Effective Time, Parent will not be required to expend annually in the aggregate an amount in excess of 300% of the last annual premium paid by AMPAC for such insurance prior to the date of the Merger Agreement in respect of coverage required to be maintained pursuant to the Merger Agreement. In lieu of the foregoing, AMPAC may purchase, prior to, on or after the Effective Time, a six-year “tail” prepaid directors’ and officers’ liability insurance policy in respect of acts or omissions occurring prior to the Effective Time (the “Indemnified Persons”), covering each such current and (ii) indemnification, expense advancement former director and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowofficer.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Merger Agreement provides for certain indemnification rights in favor of Steinway’s and its Subsidiaries subsidiaries’ current and former directors, officers or employees. Specifically, Parent and Xxxxxxxxx agreed that all rights to exculpation and indemnification from Table of Contents liabilities and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time existing in favor of any individual as of the date of the Merger Agreement who was then or had been at any time prior to the date of the Merger Agreement, or who becomes prior to the Effective Time, a director, officer or employee of Steinway or any of its subsidiaries, and any indemnification agreements with any such persons, will survive the Transactions and will continue in full force and effect in accordance with their terms, and will not be amended, repealed or otherwise modified for a period of six years after the Effective Time shall (andin any manner that would adversely affect the rights thereunder of such individuals for acts or omissions occurring at or prior to the Effective Time. The Merger Agreement also provides for certain insurance rights in favor of Steinway’s former directors and officers. Prior to the Effective Time, Steinway shall, or, if Steinway is unable to, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor , purchase a six-year “tail” prepaid directors’ and fulfill officers’ liability insurance policy in all respects the obligations respect of the Company and its Subsidiaries under (i) the indemnification agreements between the Company acts or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries omissions occurring prior to the Effective Time covering each such current and former director and officer. If Steinway or the Surviving Corporation for any reason fails to obtain such “tail” insurance policy prior to the Effective Time, Parent shall maintain the existing officers’ and directors’ liability insurance policies maintained by Steinway as of the date of the Merger Agreement (or substitute policies with at least the same coverage and amounts that are not less advantageous) for a period of six years from the Effective Time; provided, that Parent and the Surviving Corporation will not be required to expend annually in the aggregate an amount in excess of 250% of the last annual premium paid by Steinway for such insurance prior to the date of the Merger Agreement in respect of coverage required to be maintained pursuant to the Merger Agreement. If Parent or the Surviving Corporation or any of their respective successors or assigns consolidates or merges into any other entity in which it is not the surviving entity or transfers all or substantially all of its properties and assets, then such successors and assigns of Parent or the Surviving Corporation shall assume all of the obligations summarized in this section “Indemnified Persons—Directors’ and Officers’ Indemnification and Insurance.” The persons covered by the provisions of the Merger Agreement described in this section are intended third-party beneficiaries with respect to such provisions. Reasonable Best Efforts. Each of the parties to the Merger Agreement has agreed to use its reasonable best efforts to consummate and make effective the Transactions, including (i) obtaining actions or nonactions, consents and approvals from governmental authorities or other persons necessary in connection with the consummation of the Transactions, and making all necessary registrations and filings (including filings with governmental authorities, if any) and taking all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any governmental authority or other persons necessary in connection with the consummation of the Transactions, (ii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger Agreement or the consummation of the Transactions performed or consummated by such party in accordance with the terms of the Merger Agreement, including seeking to have any stay or temporary restraining order entered by any court or other governmental authority vacated or reversed and (iii) executing and delivering any additional instruments necessary to consummate the Transactions to be performed or consummated by such party in accordance with the terms of the Merger Agreement and to carry out fully the purposes of the Merger Agreement. With respect to certain regulatory matters, and without limiting the provisions described above in this section “—Reasonable Best Efforts”): • Parent and Purchaser agreed to take promptly any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents under any Antitrust Laws that may be required by any foreign or U.S. federal, state or local governmental authority, in each case with competent jurisdiction, so as to enable the parties to close the Transactions as promptly as practicable, including committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale or disposition of such Table of Contents assets or businesses as are required to be divested in order to avoid the entry of, or to effect the dissolution of or vacate or lift, any order, that would otherwise have the effect of preventing or materially delaying the consummation of any of the Transactions; and • each of the parties to the Merger Agreement agreed to (i) furnish to the other parties such necessary information and reasonable assistance as the other may request in connection with the preparation of any required governmental filings or submissions and (ii) indemnificationcooperate in responding to any inquiry from a governmental authority, expense advancement including immediately informing the other party of such inquiry, consulting in advance before making any presentations or submissions to a governmental authority, and exculpation provisions in supplying each other with copies of all material correspondence, filings or communications between either party and any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions governmental authority with respect to indemnificationthe Merger Agreement. For purposes of this Offer to Purchase, exculpation “Antitrust Laws” means the HSR Act and the advancement of expenses that are no less favorable than the indemnificationany other applicable U.S. or foreign competition, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (antitrust, merger control or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowinvestment laws.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all (i) the indemnification agreements in effect as of the date hereof between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and employees and any person who becomes a director or officer or employee of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”)) set forth in Section 6.8(a) of the Company Disclosure Letter, and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereofof this Agreement, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Merger Agreement provides for indemnification and its Subsidiaries exculpation rights with respect to liabilities for acts and omissions occurring prior to the Effective Time, as well as related rights to advancement of expenses, in favor of the current and former directors and officers of the Company, who we refer to collectively as the “indemnitees.” Specifically, for a period of six years after the Effective Time, the provisions of the certificate of incorporation and bylaws of the Company as of the Effective Time date of the Merger Agreement which relate to indemnification, exculpation and advancement of expenses, as well as certain indemnification agreements between an indemnitee and the Company made available to Parent, shall (andsurvive the Merger and must not be amended, Parent shall cause repealed or otherwise modified in any manner that would adversely affect the rights thereunder of an indemnitee, and will be observed by the Surviving Corporation and its Subsidiaries as of subsidiaries to the fullest extent available under Delaware (or other applicable) law during such six-year period. The Merger Agreement also provides that, from the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on until the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall must maintain (and Parent shall must cause the Surviving Corporation to maintain) in effect the existing policy of directors’ and its Subsidiaries officers’ liability insurance maintained by the Company as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) date of the Surviving Corporation and its Subsidiaries Merger Agreement for the benefit of the indemnitees who were covered by such policy as of the Acceptance Time to contain provisions date of the Merger Agreement with respect to indemnificationtheir acts and omissions occurring prior to the Effective Time in their capacities as directors and officers of the Company (as applicable), exculpation on terms with respect to coverage, deductibles and the advancement of expenses that are amounts no less favorable than the indemnificationexisting policy. Alternatively, exculpation and advancement of expenses provisions contained in at or prior to the certificates of incorporation and bylaws (Effective Time, Parent or other similar organizational documents) of the Company and its Subsidiaries may, through a nationally recognized insurance broker approved by Parent (such approval not to be unreasonably withheld, delayed or conditioned) purchase a six-year “tail” policy for the Company policy in effect as of the date hereofof the Merger Agreement, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowsubject to specified limitations.

Directors’ and Officers’ Indemnification and Insurance. For six (a6) The Surviving Corporation and its Subsidiaries as of years after the Effective Time shall (andTime, Parent shall, and shall cause the Surviving Corporation Entity and its Subsidiaries as of the Effective Time to) , honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the any and all indemnification agreements Contracts between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “"Indemnified Persons”Parties"), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the for a period commencing at the Effective Time and ending on the sixth of six (6th6) anniversary of years following the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time Parent shall (and Parent shall cause the Surviving Corporation Entity and its Subsidiaries as of the Effective Time to) cause the certificates certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation Entity and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealedamended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of individuals who were covered by such provisions. Prior to or as of the Effective Time, Parent shall purchase a six-year "tail" prepaid policy on the Company's existing directors' and officers' liability insurance ("D&O Insurance") in respect of acts or omissions occurring at or prior to the Effective Time, covering each person covered by the D&O Insurance on terms and conditions no less favorable, in the aggregate, than the D&O Insurance. Parent and the Surviving Entity shall maintain such "tail" policy in full force and effect and continue to honor their respective obligations thereunder; provided, however, that in satisfying its obligations under this Section 6.14(b), Parent and the Surviving Entity shall not be obligated to pay in excess of three (3) times the amount paid by the Company for coverage for its last full fiscal year (such aggregate amount, the "Maximum Premium") (which annual premium for the last full fiscal year the Company represents and warrants to be as set forth in Section 6.14 of the Company Disclosure Schedule), provided that if the cost of such "tail" insurance coverage exceed the Maximum Premium, Parent and the Surviving Entity shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If Parent or the Surviving Entity or any of its successors or assigns shall (i) consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of such surviving corporation shall expressly assume all of the obligations of Parent and the Surviving Entity set forth in this Section 6.14. The obligations under this Section 6.14 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any manner except Indemnified Party (or any other person who is a beneficiary under "tail" policy referred to in Section 6.14(b) hereof (and their heirs and representatives)) without the prior written consent of such affected Indemnified Party or other person who is a beneficiary under the "tail" policy referred to in Section 6.14(b) hereof (and their heirs and representatives). Each of the Indemnified Parties or other persons who are beneficiaries under the "tail" policy referred to in Section 6.14(b) hereof (and their heirs and representatives) are intended to be third party beneficiaries of this Section 6.14, with full rights of enforcement as required if a party thereto. The rights of the Indemnified Parties (and other persons who are beneficiaries under the "tail" policy referred to in Section 6.14(b) hereof (and their heirs and representatives)) under this Section 6.14 shall be in addition to, and not in substitution for, any other rights that such persons may have under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Law Legal Requirements (whether at law or as provided belowin equity).

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the any and all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “”Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) cause the certificates articles of incorporation and bylaws association (and other similar organizational documents) of the Surviving Corporation Company and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than to the Indemnified Person as the indemnification, exculpation and advancement of expenses provisions contained in the certificates articles of incorporation and bylaws association (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided below.Law. 37

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the any and all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates articles of incorporation and bylaws association (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than to the Indemnified Person as the indemnification, exculpation and advancement of expenses provisions contained in the certificates articles of incorporation and bylaws association (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Parent and Acquisition Sub agree that all rights to exculpation, indemnification, contribution and advancement of expenses for facts, events, 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 hereby), now existing in favor of the current or former directors, officers or employees of (or in a comparable role with) the Company or its Subsidiaries, or any person serving at the request of the Company or any of its Subsidiaries as a director, officer or employee of (or in a comparable role with) another Person (the “D&O Indemnified Parties”), as the case may be, in each case, as provided in the respective organizational documents of the Effective Time Company or its Subsidiaries or any indemnification or similar agreements in effect as of the date hereof that have been made available to Parent or that are in substantially the form included in the Company SEC Documents filed with or furnished to the SEC by the Company on or after the Spin Date and prior to the date of this Agreement, shall survive the Merger and shall continue in full force and effect in accordance with their terms (andit being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall and shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the to perform such obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreementthereunder. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as certificate of the Effective Time to) cause the certificates of incorporation and incorporation, bylaws (and or other similar organizational documents) documents of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to exculpation, indemnification, exculpation and the advancement of expenses and limitation of director, officer and employee (or comparable) liability that are no less favorable to the D&O Indemnified Parties than the indemnification, exculpation and advancement of expenses provisions contained those set forth in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company Company’s and its Subsidiaries Subsidiaries’ organizational documents as of the date hereofClosing Date, and during such which provisions thereafter shall not, for a period of at least six (6) year periodyears from the Effective Time, such provisions shall not be repealedamended, amended repealed or otherwise modified in any manner that would adversely affect the rights thereunder of the D&O Indemnified Parties, except as at required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, Parent and Investor shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all (i) the indemnification agreements set forth on Schedule 6.10, and as in effect on the date of this Agreement, between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), ) and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement, in each case until the sixth (6th) anniversary of the Effective Time. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent Investor shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses expenses, covering acts and omissions of directors and officers, in each case in their respective capacities as such, occurring at or prior to the Effective Time, that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The For a period of six years after the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all (i) the indemnification agreements between the Company or any of its Subsidiaries identified in Section 3.12(a)(xiv) of the Company Disclosure Letter, and (x) any of their respective current or former directors and officers as of the Agreement Date pursuant to the terms of such agreements as in effect as of the Agreement Date, and (y) any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time and executes an indemnification agreement on terms no less favorable to the Company and no more favorable to such person than the current form of indemnification agreement with its directors that has been made available to Parent (the “Indemnified Persons”), ) and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this AgreementAgreement Date. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the Table of Contents certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereofAgreement Date, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law Law. Any claims for indemnification made under this Section 6.10 on or as provided belowprior to the sixth anniversary of the Effective Time shall survive such anniversary until the final resolution thereof, and Parent shall cause the Surviving Corporation and its applicable Subsidiaries to maintain sufficient funds for the payment of their respective obligations to the Indemnified Persons under this Section 6.10(a).

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, advancement of expenses and exculpation provision set forth in any certificate of incorporation (or other equivalent organizational document) or bylaws (or other equivalent organizational document) of the Company or any of its Subsidiaries as in effect on the date of this Agreement and (ii) all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified PersonsParties”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnificationexculpation, exculpation and the advancement of expenses and indemnification that are no less at least as favorable than to the indemnification, exculpation and advancement of expenses provisions Indemnified Parties as those contained in the certificates certificate of incorporation and bylaws (or other similar equivalent organizational documentsdocument) and bylaws of the Company and its Subsidiaries as of in effect on the date hereof, and during such six (6) year period, such provisions shall not be amended, repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, expense advancement and exculpation provision set forth in any certificate of incorporation or by-laws or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement, for a period of six years from the Effective Time for actions taken by any of the Indemnified Persons prior to the Effective Time and (ii) all indemnification agreements in effect as of the date of this Agreement and set forth on Section 7.1 of the Company Disclosure Letter between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time Time, for the duration of the applicable agreement (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates certificate of incorporation and bylaws by-laws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than to the Indemnified Persons as the indemnification, exculpation and advancement of expenses provisions contained in the certificates certificate of incorporation and bylaws by-laws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or Law. Each Indemnified Person is, and the Indemnified Persons collectively are, intended third party beneficiaries of this Section 7.1 and each such Person shall have a right to enforce the rights hereunder as provided belowif such person was a party to this Agreement.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation indemnification, advancement and exculpation provisions of the indemnification agreements by and among the Company and its Subsidiaries directors and certain executive officers as of in effect at the Effective Time shall survive the Merger and shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner, except as required by Applicable Law. The Surviving Company and its Subsidiaries shall (and, and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) any indemnification, advancement of expenses and exculpation provision set forth in any memorandum and articles of association or comparable organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement and (ii) all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified PersonsParties”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation Company and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation Company and its Subsidiaries as of the Effective Time to) cause the certificates memorandum and articles of incorporation and bylaws association (and other similar organizational documents) of the Surviving Corporation Company and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnificationexculpation, exculpation and the advancement of expenses and indemnification that are no less at least as favorable than to the indemnification, exculpation and advancement of expenses provisions Indemnified Parties as those contained in the certificates memorandum and articles of incorporation and bylaws association (or other similar organizational documents) of the Company and its Subsidiaries as of in effect on the date hereof, and during such six (6) year period, such provisions shall not be amended, repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Parent shall, and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) , honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the any and all indemnification agreements in effect immediately prior to the Appointment Time between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Appointment Time (the “Indemnified PersonsParties”)) with respect to any action, and suit or proceeding commenced within six (ii6) indemnification, expense advancement and exculpation provisions in any certificate years following the Appointment Time arising out of incorporate facts or bylaws circumstances occurring or comparable organizational document of existing prior to the Company or any of its Subsidiaries in effect on the date of this AgreementAppointment Time. In addition, during the for a period commencing at the Effective Time and ending on the sixth of six (6th6) anniversary of years following the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time Parent shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses and exculpation that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses and exculpation provisions contained in the certificates certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of immediately prior to the date hereofAppointment Time, and during such six (6) year period, such provisions shall not be repealedamended, amended repealed or otherwise modified in any manner that would adversely affect the rights thereunder of individuals who were covered by such provisions, except as required by applicable Law or as provided belowLegal Requirements.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation Parent and Acquisition Sub agree that all rights to exculpation, indemnification, contribution and advancement of expenses for facts, events, 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 this Agreement or the transactions contemplated hereby and whether or not asserted before the Effective Time), now existing in favor of the current or former directors, officers or employees of (or in a comparable role with) the Company or any of its Subsidiaries or any other individual serving at the request of the Company or any of its Subsidiaries as a director or officer of (or in a comparable role with) another Person (the “D&O Indemnified Parties”), as the case may be, shall survive the Merger and shall continue in full force and effect in accordance with their terms (it being agreed that after the Effective Time such rights shall (andbe mandatory rather than permissive, if applicable), and Parent shall, and shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the , perform such obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreementthereunder. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as certificate of the Effective Time to) cause the certificates of incorporation and incorporation, bylaws (and or other similar organizational documents) documents of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to exculpation, indemnification, exculpation and the contribution, advancement of expenses and limitation of director, officer or employee (or comparable) liability that are no less favorable to the D&O Indemnified Parties with respect to the period prior to the Effective Time than the indemnification, exculpation and advancement of expenses provisions contained those set forth in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company Company’s and its Subsidiaries Subsidiaries’ organizational documents as in effect immediately prior to the Effective Time, which provisions thereafter shall not, for a period of the date hereof, and during such at least six (6) year periodyears from the Effective Time, such provisions shall not be repealedamended, amended repealed or otherwise modified in any manner except as required by applicable Law or as provided belowthat would adversely affect the rights thereunder of the D&O Indemnified Parties.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all (i) the indemnification agreements that are in effect as of the date hereof between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), ) and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) six-year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors directors, officers and officers employees, and any person who becomes a director director, officer or officer employee of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any the certificate of incorporate or incorporation and bylaws or comparable organizational document documents of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to Table of Contents indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law or as provided belowLaw.

Directors’ and Officers’ Indemnification and Insurance. (a) The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between set forth on Section 7.8(a) of the Company or Disclosure Letter, in each case, true, accurate and complete copies of which have been made available to Parent and as in effect on the date of this Agreement, in favor of any of the Company’s or its Subsidiaries and any of their respective Subsidiaries’ current or former directors and officers and or any person individual serving or who becomes served as a director director, officer, member, trustee or officer fiduciary of any corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of the Company or any of its Subsidiaries Subsidiaries, in each case, prior to the Effective Time (the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any the certificate of incorporate incorporation or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates of incorporation and and/or bylaws (and and/or other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, exculpation and the advancement of expenses with respect to any acts or omissions occurring or alleged to have occurred at or prior to the Effective Time that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner adverse to the Indemnified Persons except as required by applicable Law or as provided below.

Directors’ and Officers’ Indemnification and Insurance. The Merger Agreement provides for indemnification and insurance rights in favor of Xxxxxxxxx’x current and former directors, officers and employees, whom we refer to as “indemnified parties.” Specifically, Parent and Purchaser have agreed that, for no fewer than six years following the Effective Time, they will indemnify and hold harmless each indemnitee against losses and expenses (aincluding advancement of attorneys’ fees and expenses) in connection with any proceeding asserted against the indemnified party in connection with such person’s servings as a director, officer, employee or other fiduciary of Xxxxxxxxx or its subsidiaries prior to the Effective Time. Parent and Purchaser have also agreed, for six years after the Effective Time, the Surviving Corporation will maintain in effect all provisions of the certificate of incorporation or bylaws of Xxxxxxxxx or any of its subsidiaries or any other agreements of Xxxxxxxxx or any of its subsidiaries with any indemnified party regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses in existence on the date of the Merger Agreement for acts or omissions occurring prior to the Effective Time. The Surviving Corporation and its Subsidiaries as will not amend any such provision in a way that would adversely affect the rights or protections thereunder of any such indemnified party in respect of acts or omissions occurring prior to the Effective Time shall (and, Time. Parent shall has also agreed to cause the Surviving Corporation and its Subsidiaries as of to provide, for not less than six years from the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any of its Subsidiaries and any of their respective Time, to Xxxxxxxxx’x current or former directors and officers an insurance and any person who becomes a director or officer of the Company or any of its Subsidiaries indemnification policy that provides coverage for events occurring prior to the Effective Time (the “Indemnified PersonsD&O Insurance”)) that is no less favorable than Xxxxxxxxx’x existing policy, or, if insurance coverage that is no less favorable is unavailable, the best available coverage. The Surviving Corporation will not be required to pay an annual premium for such insurance in excess of 300% of the last annual premium paid prior to the date of the Merger Agreement and Xxxxxxxxx may prior to the Effective Time substitute therefor a single premium tail coverage with respect to D&O Insurance with an annual cost not in excess of 300% of the last annual premium paid prior to the date of the Merger Agreement. Reasonable Best Efforts. Each of Xxxxxxxxx, Parent and Purchaser has agreed to cooperate with each other and to use its reasonable best efforts to take or cause to be taken all actions and to do or cause to be done all things Table of Contents necessary, proper or advisable under applicable law to consummate the Offer, the Merger and the other transactions contemplated by the Merger Agreement as promptly as practicable after the date of the Merger Agreement. Each of Xxxxxxxxx, Parent and Purchaser has agreed to (i) prepare and file as promptly as practicable and advisable after the date of the Merger Agreement all documentation to effect all necessary notices, petitions, filings and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, registrations, approvals and authorizations necessary or advisable to be obtained from any third party or governmental entity to consummate the Offer, the Merger and the other transactions contemplated by the Merger Agreement, and (ii) indemnificationtake all steps as may be necessary to obtain all such waiting period expirations or terminations, expense advancement consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and exculpation provisions approvals. Each of Xxxxxxxxx, Parent and Purchaser has agreed to make appropriate filings under any applicable antitrust laws, including a Notification and Report Form pursuant to the HSR Act as promptly as practicable, and to supply as promptly as practicable and advisable any additional information and documentary material that may be requested by any governmental entity pursuant to any applicable antitrust law, including the HSR Act and to take all other actions necessary to cause the expiration or termination of any applicable waiting periods and to obtain any other required consents, clearances, registrations, approvals, and authorizations as soon as practicable. In connection with the above, Parent and Xxxxxxxxx have agreed to cooperate and consult with each other in connection with any certificate filing or investigation, promptly inform each other of incorporate any communication received from the Department of Justice, the Federal Trade Commission or bylaws any other governmental entity, and permit each other to review in advance any communication, and consult with each other in advance of any meeting with, the Department of Justice, the Federal Trade Commission or comparable organizational document any other applicable governmental entity. Xxxxxxxxx, Parent and Purchaser have also agreed to use their reasonable best efforts to defend or have vacated any decree, judgment, injunction or other order that would restrain, prevent or delay the closing on or before the Outside Date. Neither Parent nor any subsidiary of Parent is required to propose, negotiate, commit to, effect, or accept any of the Company actions, which would otherwise be required to avoid or eliminate each and every impediment under any antitrust law so as to enable the closing to occur as promptly as practicable, if such actions would reasonably be expected to have, individually or in the aggregate, a material and adverse effect on the business, product lines, or assets of Xxxxxxxxx and its subsidiaries, taken as a whole. In addition, neither Parent nor any subsidiary of Parent is required to propose, negotiate, commit to, effect, or accept any obligation to, divest, dispose of or hold separate any assets, product lines or businesses of Parent or any of its Subsidiaries subsidiaries if such divestitures, dispositions or holding separate requirements would, individually or in effect on the date aggregate, result in a divestiture, disposition or holding separate of this Agreementassets, product lines or business accounting for five percent or more of the consolidated gross revenues of Parent and its subsidiaries during the last completed fiscal year period. In addition, during the period commencing at the Effective Time Xxxxxxxxx and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall Parent will (and Parent shall will cause the Surviving Corporation and its Subsidiaries as of the Effective Time Purchaser to) cause the certificates of incorporation and bylaws (and other similar organizational documentsuse their respective reasonable best efforts to not take any action that may cause, directly or indirectly, Section 251(h) of the Surviving Corporation and its Subsidiaries as of DGCL to be inapplicable to the Acceptance Time to contain provisions with respect to indemnificationMerger Agreement, exculpation and the advancement of expenses that are no less favorable than Offer, the indemnification, exculpation and advancement of expenses provisions contained in Merger or the certificates of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law or as provided belowtransactions contemplated thereby.

Directors’ and Officers’ Indemnification and Insurance. (a) 11.1.1 The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and, and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the any and all indemnification agreements (including after the proposed amendment regarding the reference to 25% of shareholder equity) between the Company or any of its Subsidiaries and any of their respective current or former directors and officers listed in Exhibit 11.1 (the “Indemnification Agreements”) as well as under any indemnification agreements between the Company or any of its Subsidiaries and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (subject to the Company’s compliance with Section 6 hereof) (each indemnified Person hereunder, the “Indemnified Persons”), and (ii) indemnification, expense advancement and exculpation provisions in any certificate of incorporate or bylaws or comparable organizational document of the Company or any of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) seventh anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) cause the certificates articles of incorporation and bylaws association (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries as of the Acceptance Time to contain provisions with respect to indemnification, insurance, exculpation and the advancement of expenses that are no less at least as favorable than as the indemnification, insurance, exculpation and advancement of expenses provisions contained in the certificates articles of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries as of the date hereof, and during such six (6) year seven‑year period, such provisions shall not be repealed, amended or otherwise modified in any manner manner, except as required by applicable Law or as provided below.Law. 11.1.2