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

Directors’ and Officers’ Indemnification. (a) After the Effective Time, PalEx shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer and agent of the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld).

Directors’ and Officers’ Indemnification. (a) After The certificate of incorporation and by-laws of Hexcel shall continue to contain the Effective Timeprovisions with respect to indemnification contained therein as of the date hereof, PalEx shallwhich provisions shall not be amended, repealed or otherwise modified for a period of six years following the Closing in any manner that would adversely affect the rights thereunder of individuals who at any time prior to the fullest extent permitted under Closing were directors or officers of Hexcel in respect of actions or omissions occurring at or prior to the Closing, except for such modifications as are required by applicable law. From and after the Closing, indemnify Hexcel shall indemnify, defend and hold harmless, each present harmless the officers and former director, officer and agent directors of Hexcel as of the Company date hereof and their respective heirs and personal and legal representatives (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIESIndemnified Individuals") against any costs or expenses (including reasonable attorneys fees)all losses, judgments, fines, lossesexpense, claims, damages, liabilities liabilities, costs or expenses (including, without limitation, reasonable fees and amounts paid expenses of counsel selected by the Indemnified Individuals; provided that Hexcel shall in settlement no event be responsible for the fees and expenses of more than one counsel for all Indemnified Individuals in respect of any particular Claim (as defined below) or group of related Claims, unless an Indemnified Individual shall have reasonably concluded that there may be legal defenses available to him that are not available to, and that are in conflict with, other Indemnified Individuals in respect of such Claim or Claims, in which case Hexcel shall be responsible for the reasonable fees and expenses of one counsel for such Indemnified Individual) arising out of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such investigative claim, action, suit, proceeding or investigation based in whole or in part on the fact that such person was a director or officer of Hexcel at or prior to the Closing (whether arising before or after the Effective Timeeach a "Claim"), in each case to the fullest extent permitted under Delaware law (i) PalEx and shall pay the reasonable costs and expenses incurred by such Indemnified Individuals in connection with or relating to such Claim (including fees and expenses of counsel selected as provided above) upon presentation of statements in advance of the final disposition of any such matter to the fullest extent permitted under Delaware law, subject to receipt of the Indemnified Individual's undertaking to repay such advances following a final and nonappealable decision by a court of competent jurisdiction that such repayment is required). For six years after the indemnified partiesClosing, which counsel Hexcel shall provide directors' and officers' liability insurance ("D&O Insurance") for the Indemnified Individuals in respect of actions or omissions occurring at or prior to the Closing (i) in an amount no less than that currently in effect or such greater amount as shall hereafter be reasonably satisfactory to PalEx, promptly after statements therefor are receivedmaintained for the benefit of Hexcel's directors, (ii) PalEx will cooperate with other terms no less favorable than those currently in the defense of any such matter, effect and (iii) any determination required to be made with respect to whether an indemnified partyinsurance carrier of comparable or better financial condition than Hexcel's conduct complies with current D&O Insurance carrier, it being understood that the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates provision of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx such D&O Insurance shall not relieve Hexcel of its indemnification obligations pursuant to this Section 4.14. Notwithstanding the foregoing, if at any time Hexcel does not maintain D&O Insurance for its then current directors, the D&O Insurance referred to in the preceding sentence for the Indemnified Individuals need only be liable for any settlement effected without its written consent (which consent shall not maintained to the extent it is available on commercially reasonable terms. The provisions of this Section 4.14 shall, to the maximum extent permitted by law, be unreasonably withheld)binding upon the successors and assigns of Hexcel.

Directors’ and Officers’ Indemnification. (a) After Without limiting any additional rights that any director, officer, trustee, employee, agent, or fiduciary may have under any employment or indemnification agreement or under the Company Charter, the Company Bylaws or this Agreement or, if applicable, similar organizational documents or agreements of any of the Company’s Subsidiaries, from and after the Effective Time, PalEx Parent and Surviving Corporation shall: (i) indemnify and hold harmless each person who is at the date hereof or during the period from the date hereof through the Effective Time serving as a director, officer, trustee, or fiduciary of the Company or its Subsidiaries (collectively, the “Indemnified Parties”) to the fullest extent authorized or permitted under by applicable lawLaw, indemnify as now or hereafter in effect, in connection with any Claim and hold harmless, each present and former director, officer and agent of the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action respect of such judgments, fines, penalties or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions amounts paid in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (isettlement) PalEx shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, resulting therefrom; (ii) PalEx will cooperate in at Parent and Surviving Corporation’s own expense and with their own counsel, defend or settle such Claim on behalf of the defense Indemnified Parties; provided, however, that (x) the Parent and Surviving Corporation shall keep the Indemnified Parties informed of any all material developments and events relating to such matterClaim, (y) the Indemnified Parties shall have the right to participate, and (iiiz) any determination required the Parent and Surviving Corporation shall not settle such Claim without the prior written consent of the Indemnified Parties; provided further however, that if there is a conflict between the Indemnified Parties, Parent and Surviving Corporation, and counsel of the Parent and Surviving Corporation cannot represent Indemnified Parties, then the Indemnified Parties shall have the right to be made with respect represented by a separate counsel of his or her choice, subject to whether an indemnified party's conduct complies with the standards set forth under approval of the DGCL or other applicable statutes Parent and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld, and in which event Parent and Surviving Corporation shall promptly pay counsel for the Indemnified Parties, including any request for advancement of expenses of up to $10,000 for Indemnified Parties; and (iii) promptly pay on behalf of the Indemnified Parties to the fullest extent authorized or permitted by applicable law, as now or hereafter in effect, any D&O Expenses incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any D&O Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security (but subject to Parent ‘s or Surviving Corporation’s, as applicable, receipt of a written undertaking by or on behalf of such Indemnified Party, if required by applicable Law, to repay such D&O Expenses if it is ultimately determined under applicable Law that such Indemnified Party is not entitled to be indemnified).. The indemnification and advancement obligations of Parent and Surviving Corporation pursuant to this Section 7.05(a) shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby, including the consideration and approval thereof and the process undertaken in connection therewith and any Claim relating thereto), and all rights to indemnification and advancement conferred hereunder shall continue as to a person who has ceased to be a director, officer, trustee, employee, agent, or fiduciary of the Company or its Subsidiaries after the date hereof and shall inure to the benefit of such person’s heirs, executors and personal and legal representatives. As used in this Section 7.05(a): (1) the term “

Directors’ and Officers’ Indemnification. (a) After All rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors, officers, employees, fiduciaries or agents of the Company and its Subsidiaries, as provided in their respective organizational documents or in any indemnification agreement with the Company or its Subsidiaries binding as of the date hereof and still in effect as of Closing, shall survive the Closing and shall continue in full force and effect for a period of six years. With respect to the current and former directors and officers of the Company and its Subsidiaries (the “D&O Indemnitees”), the certificate of incorporation and bylaws of the Surviving Corporation and the operating agreement of the Surviving Entity shall contain provisions no less favorable with respect to exculpation, indemnification, advancement or expense reimbursement than are set forth in the bylaws of the Company, 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 the D&O Indemnitees, unless such modification shall be required by applicable Law. Acquiror further agrees that with respect to the provisions of the limited liability company agreements of the Company Subsidiaries relating to exculpation, indemnification, advancement or expense reimbursement, such 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 the D&O Indemnitees, unless such modification shall be required by applicable Law. For a period of six years from the Effective Time, PalEx shall, to the fullest extent permitted under applicable law, Acquiror agrees that it shall indemnify and hold harmless, harmless each present and former director, officer and agent of the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") D&O Indemnitee against any costs or expenses (including reasonable attorneys attorneys’ fees), judgments, fines, losses, claims, damages, damages or liabilities and amounts paid in settlement incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating of or pertaining to matters existing or in connection with any action occurring at or omission of PalEx occurring prior to the Effective Time (includingTime, without limitationwhether asserted or claimed prior to, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PalEx shall pay to the reasonable fees and expenses of counsel selected by fullest extent that the indemnified partiesCompany would have been permitted under applicable Law, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates Company Certificate of Incorporation or By-Laws shall be made by independent legal counsel acceptable the bylaws of the Company, or the organizational documents of any Company Subsidiary, in effect on the date of this Agreement to PalEx indemnify such person (including the advancing of expenses as incurred to the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheldfullest extent permitted under applicable Law).

Directors’ and Officers’ Indemnification. (a) After the Effective Time, PalEx Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable law, jointly and severally indemnify and hold harmless, each present and former director, officer officer, employee and agent of the Company or any of its subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTYIndemnified Party" and collectively, the "INDEMNIFIED PARTIESIndemnified Parties") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company)) or arising out of or pertaining to the transactions contemplated by this Agreement. In furtherance of the foregoing agreement, the Surviving Corporation hereby affirms its obligations as the surviving corporation of the Merger after the Effective Time under the Indemnification Agreements between the Company and its officers and directors which are identified in Schedule 8.8 of the Disclosure Schedule, true, correct and complete copies of which have been made available to the Parent or its counsel. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PalEx Parent and the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesIndemnified Parties, which counsel shall be reasonably satisfactory to PalExParent and the Surviving Corporation, promptly after statements therefor are received, (ii) PalEx Parent and the Surviving Corporation will cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified partyIndemnified Party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws BCL shall be made by independent outside legal counsel acceptable to PalEx as the case may beParent, the Surviving Corporation and the indemnified partyIndemnified Party; PROVIDEDprovided, HOWEVERhowever, that PalEx neither Parent nor the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld).

Directors’ and Officers’ Indemnification. (a) After For a period of six years after the Effective Time, PalEx the Surviving Corporation and the Parent shall, to the extent permitted under Section 145 of the DGCL and to the extent of the Company's indemnification prior to the Effective Time, indemnify and hold harmless (and shall also advance expenses as incurred to the fullest extent permitted under applicable law, indemnify and hold harmless, law to) each present and former director, officer officer, previously indemnified employee and previously indemnified agent of the Company or any of its subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTYindemnified Party" and collectively, the "INDEMNIFIED PARTIESindemnified Parties") against any costs or expenses (including reasonable attorneys attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company)) or arising out of or pertaining to the transactions contemplated by this Agreement. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PalEx the Company or Parent and the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesParties, which counsel shall be reasonably satisfactory to PalExthe Parent and the Surviving Corporation, promptly after statements therefor are received, (ii) PalEx the Parent and the Surviving Corporation will cooperate in the defense of any such matter, matter and (iii) any determination required to be made with respect to whether an indemnified partyParty's conduct complies with the standards set forth under Section 145 of the DGCL or other applicable statutes and PalExthe Parent's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx the Parent or the Surviving Corporation, as the case may be, and the indemnified partyParty; PROVIDEDprovided, HOWEVERhowever, that PalEx neither Parent nor the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). The parties hereto intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 7.11 shall apply without limitation to negligent acts or omissions by an indemnified Party. Each indemnified Party is intended to be a third party beneficiary of this Section 7.11 and may specifically enforce its terms. This Section 7.11 shall not limit or otherwise adversely affect any rights any indemnified Party may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect.

Directors’ and Officers’ Indemnification. (a) After the Effective Time, PalEx shallCytRx shall cause the Surviving Corporation to, to the fullest extent permitted under applicable law, indemnify indemnify, defend and hold harmless, each present and former individual who at the Effective Time is, or at any time prior to the Effective Time was, a 37 director, officer and officer, employee or agent of the Company or any of its subsidiaries (each, together with such person's ’s heirs, executors or administrators, an "INDEMNIFIED PARTY" “Indemnified Party” and collectively, the "INDEMNIFIED PARTIES"“Indemnified Parties”) against any costs or expenses (including reasonable attorneys attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativeinvestigative (collectively, “Costs and Expenses”), arising out of, relating to or in connection with any action or omission of PalEx occurring or alleged to occur prior to the Effective Time (including, without limitation, including acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the CompanyCompany or any of its affiliates). In the event of any such actual or threatened claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time)) subject to this Section 6.12, (i) PalEx CytRx and the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesIndemnified Parties, which counsel shall be reasonably satisfactory to PalExCytRx, the Surviving Corporation and the Stockholder Representative, promptly after statements therefor are receivedreceived and shall pay all other reasonable expenses in advance of the final disposition of such action, (ii) PalEx CytRx and the Surviving Corporation will cooperate and use all reasonable efforts to assist in the defense of any such matter, and (iii) to the extent any determination is required to be made with respect to whether an indemnified party's Indemnified Party’s conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's CytRx’s or the Surviving Corporation's ’s respective Certificates certificate or articles of Incorporation incorporation or By-Laws bylaws, such determination shall be made by independent legal counsel acceptable to PalEx CytRx or the Surviving Corporation, as the case may be, and the indemnified partyIndemnified Party; PROVIDEDprovided, HOWEVERhowever, that PalEx neither CytRx nor the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheldwithheld or delayed); and, provided, further, that if CytRx or the Surviving Corporation advances or pays any amount to any person under this paragraph (b) and if it shall thereafter be finally determined by a court of competent jurisdiction that such person was not entitled to be indemnified hereunder for all or any portion of such amount, to the extent required by law, such person shall repay such amount or such portion thereof, as the case may be, to CytRx or the Surviving Corporation, as the case may be. The Indemnified Parties as a group may not retain more than one law firm to represent them with respect to each matter, except to the extent that under applicable standards of professional conduct such counsel would have a conflict representing such Indemnified Party or Indemnified Parties.

Directors’ and Officers’ Indemnification. (a) After For six years after the earlier of (i) the date on which the designees of Parent have been elected to the Board of Directors of the Company pursuant to Section 1.3 hereof and constitute a majority of the members thereof and (ii) the Effective Time, PalEx Parent shall, to or shall cause the fullest extent permitted under applicable lawSurviving Corporation to, indemnify indemnify, defend and hold harmless, each harmless the present and former directorofficers, officer directors, employees and agent agents of the Company and its Subsidiaries (each, together with such person's heirs, executors or administrators, other than POL) (each an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIESIndemnified Party") against any costs or all losses, claims, damages, liabilities, fees and expenses (including reasonable attorneys fees), fees and disbursements of counsel and judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection (provided that any such settlement is effected with any claim, action, suit, proceeding the prior written consent of Parent or investigation, whether civil, criminal, administrative or investigative, the Surviving Corporation)) arising out of, relating to of actions or in connection with any action omissions occurring at or omission of PalEx occurring prior to the Effective Time (includingto the full extent permitted under Pennsylvania law, without limitationthe Company's articles of incorporation, acts bylaws or omissions written indemnification agreements that are listed on Schedule 6.9(a) hereto and have been delivered to the Company prior to the date hereof, in connection with such persons serving each case as an officer, director or other fiduciary in any entity if such service was effect at the request or for date hereof, including provisions therein relating to the benefit advancement of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate incurred in the defense of any action or suit; PROVIDED, that in the event any claim or claims are asserted or made within such mattersix-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and (iii) all such claims; and PROVIDED, FURTHER, that any determination required to be made with respect to whether an indemnified partyIndemnified Party's conduct complies with the standards set forth under Pennsylvania law, the DGCL Company's articles of incorporation or other applicable statutes and PalEx's bylaws or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx such agreements, as the case may be, shall be made by independent counsel mutually acceptable to Parent and the indemnified partyIndemnified Party; and PROVIDED, HOWEVERFURTHER, that PalEx nothing herein shall not be liable for impair any settlement effected without its written consent (which consent shall not be unreasonably withheld)rights or obligations of any present or former directors or officers of the Company.

Directors’ and Officers’ Indemnification. (a) After From and after the Effective Time, PalEx shallParent and Surviving Company shall indemnify, defend and hold harmless each person who is now, or has been at any time prior to the fullest extent permitted under applicable lawdate hereof, indemnify and hold harmlessor who becomes prior to the Effective Time, each present and former directoran officer, officer and agent director or employee of the Company or any of the Company Subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") against any costs or (i) all losses, expenses (including reasonable attorneys feesattorneys' fees and expenses), judgments, fines, losses, claims, damagesdamages or liabilities or, liabilities and subject to the proviso of the next succeeding sentence, amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativesettlement, arising out of, relating to of actions or in connection with any action omissions occurring at or omission of PalEx occurring prior to the Effective Time (includingand whether asserted or claimed prior to, without limitationat or after the Effective Time) that are, acts in whole or omissions in connection part, based on or arising out of the fact that such person is or was a director, officer or employee of the Company or any of the Company Subsidiaries or served as a fiduciary under or with respect to any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of the Company Subsidiaries ("INDEMNIFIED LIABILITIES"), and (ii) all Indemnified Liabilities to the extent they are based on or arise out of or pertain to the transactions contemplated by this Agreement. Without limitation to clauses (i) and (ii), Parent and the Surviving Company shall indemnify, defend and hold harmless, and provide advancement of expenses to, all past and present officers, directors and employees of the Company and the Company Subsidiaries (in all of their capacities) to the same extent such persons serving are indemnified or have the right to advancement of expenses as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the date of this Agreement by the Company pursuant to the Company)'s certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time)Indemnified Liability, (i) PalEx Parent and Surviving Company shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesIndemnified Parties, which counsel shall be reasonably satisfactory to PalExParent, promptly after statements therefor are receivedreceived and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, (ii) PalEx will Parent shall cooperate in the defense of any such matter, matter and (iii) any determination required to be made with respect to whether an indemnified partyIndemnified Party's conduct complies with the standards set forth under applicable law and the DGCL certificate of incorporation or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or Byby-Laws laws shall be made by independent legal counsel mutually acceptable to PalEx as the case may be, Parent and the indemnified partyIndemnified Party; PROVIDEDprovided, HOWEVER51 however, that PalEx Parent and the Surviving Company shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheldwithheld or delayed). If any Indemnified Party is required to bring any action to enforce rights or to collect moneys due under this Agreement and is successful in such action, Parent and the Surviving Company shall reimburse such Indemnified Party for all of its expenses reasonably incurred in connection with bringing and pursuing such action including, without limitation, reasonable attorneys' fees and costs. In addition, from and after the Effective Time, directors and officers of the Company who become directors or officers of Parent will be entitled to indemnification to the extent provided in Parent's certificate of incorporation and by-laws, as the case may be, as the same may be amended from time to time in accordance with their terms and applicable law.

Directors’ and Officers’ Indemnification. (a) After From and after the Company Merger Effective Time, PalEx shallParent (the “Indemnifying Party”) shall (or shall cause Parent OP to), for a period of six (6) years from the Company Merger Effective Time: (i) indemnify, defend and hold harmless each person who is at the date hereof, was previously, or is during any of the period from the date hereof until the Company Merger Effective Time, serving as a manager, director, officer, trustee or fiduciary of the Company or any of the Company Subsidiaries and acting in such capacity (collectively, the “Indemnified Parties”) to the fullest extent that a Maryland real estate investment trust, or with respect to the Partnership, a Delaware limited partnership, is permitted under applicable lawto indemnify, indemnify defend and hold harmlessharmless its own such Persons under the MRL or the DRULPA, each present and former directoras applicable, officer and agent or any other applicable Laws of the State of Maryland or the State of Delaware, as applicable, as now or hereafter in effect, in connection with any Claim with respect to matters occurring on or before the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" Merger Effective Time and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities liabilities, costs, Claim Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, thereof) relating to or resulting from such Claim; and (ii) promptly pay on behalf of or advance to each of the Indemnified Parties, to the fullest extent that a Maryland real estate investment trust or a Delaware limited partnership, as applicable, is permitted to indemnify, defend and hold harmless its own such Persons under the MRL or the DRULPA, as applicable, or any other applicable Laws of the State of Maryland or the State of Delaware, as applicable, as now or hereafter in effect, any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Claim Expenses incurred by such Indemnified Party in connection with enforcing any action rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or omission other security, but subject to Parent’s receipt of PalEx occurring an undertaking by or on behalf of such Indemnified Party to repay such Claim Expenses if it is ultimately determined under applicable Laws or any of the Company Governing Documents that such Indemnified Party is not entitled to be indemnified; provided, however, that if, at any time prior to the Effective Time sixth (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit 6th) anniversary of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Company Merger Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory any Indemnified Party delivers to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate Parent a written notice asserting that indemnification is required in the defense of any such matter, and (iii) any determination required to be made accordance with this Section 7.5 with respect to whether an indemnified party's conduct complies a Claim, then the provisions for indemnification and advancement of expenses contained in this Section 7.5 with respect to such Claim shall survive the standards set forth under sixth (6th) anniversary of the DGCL or other applicable statutes Company Merger Effective Time and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable continue to PalEx apply until such time as the case may be, such Claim is fully and the indemnified party; PROVIDED, HOWEVER, that PalEx finally resolved. The Indemnifying Party shall not settle, compromise or consent to the entry of any judgment in, or seek termination with respect to, any actual or threatened Claim in respect of which indemnification may be sought by an Indemnified Party hereunder unless such settlement, compromise or judgment includes an unconditional release of such Indemnified Parties from all liability arising out of such Claim. No Indemnified Party shall be liable for any amounts paid in any settlement effected without its prior express written consent. No Indemnified Party shall settle, compromise or consent to the entry of any judgment in, or seek termination with respect to, any actual or threatened Claim in respect of which indemnification may be sought by an Indemnified Party hereunder without the prior written consent of the Indemnifying Party (which such consent shall not be unreasonably withheld, conditioned, or delayed).

Directors’ and Officers’ Indemnification. (a) After From and after the Company Merger Effective Time, PalEx shallParent (the “Indemnifying Party”) shall (or shall cause Parent OP to), for a period of six (6) years from the Company Merger Effective Time: (i) indemnify and hold harmless each person who is at the date hereof, was previously, or is during any of the period from the date hereof until the Company Merger Effective Time, serving as a manager, director, officer, trustee or fiduciary of the Company or any of the Company Subsidiaries and acting in such capacity (collectively, the “Indemnified Parties”) to the fullest extent that a Maryland corporation is permitted under applicable law, to indemnify and hold harmless, each present and former director, officer and agent harmless its own such Persons under the MGCL or any other applicable Laws of the State of Maryland, as now or hereafter in effect, in connection with any Claim with respect to matters occurring on or before the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" Merger Effective Time and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities liabilities, costs, Claim Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, thereof) relating to or resulting from such Claim; and (ii) promptly pay on behalf of or advance to each of the Indemnified Parties, to the fullest extent that a Maryland corporation is permitted to indemnify and hold harmless its own such Persons under the MGCL or any other applicable Laws of the State of Maryland, as now or hereafter in effect, any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Claim Expenses incurred by such Indemnified Party in connection with enforcing any action rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or omission other security, but subject to Parent’s receipt of PalEx occurring an undertaking by or on behalf of such Indemnified Party to repay such Claim Expenses if it is ultimately determined under applicable Laws or any of the Company Governing Documents that such Indemnified Party is not entitled to be indemnified; provided, however, that if, at any time prior to the Effective Time sixth (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit 6th) anniversary of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Company Merger Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory any Indemnified Party delivers to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate Parent a written notice asserting that indemnification is required in the defense of any such matter, and (iii) any determination required to be made accordance with this Section 7.5 with respect to whether an indemnified party's conduct complies a Claim, then the provisions for indemnification contained in this Section 7.5 with respect to such Claim shall survive the standards set forth under sixth (6th) anniversary of the DGCL or other applicable statutes Company Merger Effective Time and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable continue to PalEx apply until such time as the case may be, such Claim is fully and the indemnified party; PROVIDED, HOWEVER, that PalEx finally resolved. The Indemnifying Party shall not settle, compromise or consent to the entry of any judgment in, or seek termination with respect to, any actual or threatened Claim in respect of which indemnification may be sought by an Indemnified Party hereunder unless such settlement, compromise or judgment includes an unconditional release of such Indemnified Parties from all liability arising out of such Claim. No Indemnified Party shall be liable for any amounts paid in any settlement effected without its prior express written consent. No Indemnified Party shall settle, compromise or consent to the entry of any judgment in, or seek termination with respect to, any actual or threatened Claim in respect of which indemnification may be sought by an Indemnified Party hereunder without the prior written consent of the Indemnifying Party (which such consent shall not be unreasonably withheld).

Directors’ and Officers’ Indemnification. (a) After From and after the Company Merger Effective Time, PalEx Parent (the “Indemnifying Party”) shall, for a period of six (6) years from the Company Merger Effective Time: (i) indemnify and hold harmless each person who is at the date hereof, was previously, or is during any of the period from the date hereof until the Company Merger Effective Time, serving as a manager, director, officer or fiduciary of the Company or any of the Company Subsidiaries and acting in such capacity (collectively, the “Indemnified Parties”) to the fullest extent that a Maryland corporation is permitted under applicable law, to indemnify and hold harmless, each present and former director, officer and agent harmless its own such Persons under the applicable Laws of the State of Maryland, as now or hereafter in effect, in connection with any Claim with respect to matters occurring on or before the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" Merger Effective Time and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities liabilities, costs, Claim Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, thereof) relating to or resulting from such Claim; and (ii) promptly pay on behalf of or advance to each of the Indemnified Parties, to the fullest extent that a Maryland corporation is permitted to indemnify and hold harmless its own such Persons under the applicable Laws of the State of Maryland, as now or hereafter in effect, any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Claim Expenses incurred by such Indemnified Party in connection with enforcing any action rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or omission other security, but subject to Parent’s receipt of PalEx occurring an undertaking by or on behalf of such Indemnified Party to repay such Claim Expenses if it is ultimately determined under applicable Laws or any of the Company Governing Documents that such Indemnified Party is not entitled to be indemnified; provided, however, that if, at any time prior to the Effective Time sixth (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit 6th) anniversary of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Company Merger Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory any Indemnified Party delivers to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate Parent a written notice asserting that indemnification is required in the defense of any such matter, and (iii) any determination required to be made accordance with this Section 7.5 with respect to whether an indemnified party's conduct complies a Claim, then the provisions for indemnification contained in this Section 7.5 with respect to such Claim shall survive the standards set forth under sixth (6th) anniversary of the DGCL or other applicable statutes Company Merger Effective Time and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable continue to PalEx apply until such time as the case may be, such Claim is fully and the indemnified party; PROVIDED, HOWEVER, that PalEx finally resolved. The Indemnifying Party shall not settle, compromise or consent to the entry of any judgment in, or seek termination with respect to, any actual or threatened Claim in respect of which indemnification may be sought by an Indemnified Party hereunder unless such settlement, compromise or judgment includes an unconditional release of such Indemnified Parties from all liability arising out of such Claim. No Indemnified Party shall be liable for any amounts paid in any settlement effected without its prior express written consent (which consent shall not be unreasonably withheld)consent.

Directors’ and Officers’ Indemnification. (a) After From and after the Company Merger Effective Time, PalEx shallParent (the “Indemnifying Party”) shall (or shall cause Parent OP to), for a period of six (6) years from the Company Merger Effective Time: (i) indemnify and hold harmless each person who is at the date hereof, was previously, or is during any of the period from the date hereof until the Company Merger Effective Time, serving as a manager, director, officer, trustee or fiduciary of the Company or any of the Company Subsidiaries and acting in such capacity (collectively, the “Indemnified Parties”) to the fullest extent that an Indiana corporation is permitted under applicable law, to indemnify and hold harmless, each present and former director, officer and agent harmless its own such Persons under the applicable Laws of the State of Indiana, as now or hereafter in effect, in connection with any Claim with respect to matters occurring on or before the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" Merger Effective Time and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities liabilities, costs, Claim Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, thereof) relating to or resulting from such Claim; and (ii) promptly pay on behalf of or advance to each of the Indemnified Parties, to the fullest extent that an Indiana corporation is permitted to indemnify and hold harmless its own such Persons under the applicable Laws of the State of Indiana, as now or hereafter in effect, any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Claim Expenses incurred by such Indemnified Party in connection with enforcing any action rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or omission other security, but subject to Parent’s receipt of PalEx occurring an undertaking by or on behalf of such Indemnified Party to repay such Claim Expenses if it is ultimately determined under applicable Laws or any of the Company Governing Documents that such Indemnified Party is not entitled to be indemnified; provided, however, that if, at any time prior to the Effective Time sixth (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit 6th) anniversary of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Company Merger Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory any Indemnified Party delivers to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate Parent a written notice asserting that indemnification is required in the defense of any such matter, and (iii) any determination required to be made accordance with this Section 7.5 with respect to whether an indemnified party's conduct complies a Claim, then the provisions for indemnification contained in this Section 7.5 with respect to such Claim shall survive the standards set forth under sixth (6th) anniversary of the DGCL or other applicable statutes Company Merger Effective Time and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable continue to PalEx apply until such time as the case may be, such Claim is fully and the indemnified party; PROVIDED, HOWEVER, that PalEx finally resolved. The Indemnifying Party shall not settle, compromise or consent to the entry of any judgment in, or seek termination with respect to, any actual or threatened Claim in respect of which indemnification may be sought by an Indemnified Party hereunder unless such settlement, compromise or judgment includes an unconditional release of such Indemnified Parties from all liability arising out of such Claim. No Indemnified Party shall be liable for any amounts paid in any settlement effected without its prior express written consent. No Indemnified Party shall settle, compromise or consent to the entry of any judgment in, or seek termination with respect to, any actual or threatened Claim in respect of which indemnification may be sought by an Indemnified Party hereunder without the prior written consent of the Indemnifying Party (which such consent shall not be unreasonably withheld).

Directors’ and Officers’ Indemnification. (a) After the Effective Time, PalEx The Acquiror shall, and shall cause the Surviving Corporation and its Subsidiaries to, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the fullest extent permitted under applicable lawdate of the Original Agreement or who becomes prior to the Closing Date, indemnify and hold harmless, each present and former director, an officer and agent or director of the Company or any of its Subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"“D&O Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs or and expenses (including reasonable attorneys attorneys’ fees), judgmentscosts and other out-of-pocket expenses incurred in investigating, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with preparing or defending the foregoing) arising out of or relating to any threatened or actual claim, action, suit, proceeding or investigationinvestigation based in whole or in part on or arising out of or relating in whole or in part to the fact that such person is or was a director or officer of the Company or any of its Subsidiaries whether pertaining to any matter existing or occurring at or prior to the Closing Date and whether asserted or claimed prior to, whether civilor at or after, criminalthe Closing Date (the “D&O Indemnified Liabilities”), administrative including all D&O Indemnified Liabilities based in whole or investigativein part on, or arising in whole or in part out of, or relating to this Agreement or the transactions contemplated hereby, in connection with each case to the full extent a corporation is permitted under applicable Law to indemnify its own directors or officers (and the Acquiror shall, or shall cause the Surviving Corporation and its Subsidiaries to, pay expenses in advance of the final disposition of any such action or omission of PalEx occurring prior proceeding to each D&O Indemnified Party, provided that the person to whom expenses are advanced provides an undertaking to repay such advances (x) to the Effective Time extent required by applicable Law or (includingy) if it is ultimately determined by a court of competent jurisdiction, without limitationafter all appeals have been extinguished, acts that such person is not entitled to indemnification hereunder). Without limiting the foregoing, in the event any such claim, action, suit, proceeding or omissions in connection with investigation is brought against any D&O Indemnified Party (whether arising before or after the Closing Date), (i) the D&O Indemnified Party may retain counsel satisfactory to it and reasonably satisfactory to the Acquiror, and the Acquiror shall, or shall cause the Surviving Corporation and its Subsidiaries to, pay all fees and expenses of such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or counsel for the benefit D&O Indemnified Party promptly as statements therefor are received and (ii) the Acquiror, the Surviving Corporation, its Subsidiaries and each D&O Indemnified Party will use all reasonable efforts to assist in the vigorous defense of any such matter; provided that none of the Company)Surviving Corporation, any of its Subsidiaries or the Acquiror shall be liable for any settlement effected without its prior written consent, which consent shall not be unreasonably withheld. In Any D&O Indemnified Party wishing to claim indemnification under this Section 5.12 shall notify the event Acquiror upon learning of any such claim, action, suit, proceeding or investigation (whether arising before or after but the Effective Timefailure so to notify shall not relieve a party from any liability which it may have under this Section 5.12 except to the extent such failure prejudices such party). The Parties agree that all rights to indemnification hereunder, (i) PalEx shall pay the reasonable fees and including provisions relating to advances of expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate incurred in the defense of any such matteraction or suit, and (iii) any determination required to be made existing in favor of the D&O Indemnified Parties with respect to whether an indemnified party's conduct complies with matters occurring through the standards set forth under Closing Date shall continue in full force and effect for a period of not less than six years from the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may beClosing Date; provided, and the indemnified party; PROVIDED, HOWEVERhowever, that PalEx all rights to indemnification in respect of any D&O Indemnified Liabilities asserted or made within such period shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld)continue until the disposition of such D&O Indemnified Liabilities.

Directors’ and Officers’ Indemnification. (a) After Following the Effective TimeClosing, PalEx shallthe PubCo Closing Articles (as may be amended, restated or supplemented) will include the same provisions with respect to indemnification, exoneration, exculpation, advancement or expense reimbursement of Persons who, at or prior to the fullest extent permitted under Closing, were directors, managers, officers, employees, fiduciaries or agents of SEAC or any Subsidiary of SEAC (“SEAC Indemnified Persons”) that are set forth in the SEAC Organizational Documents, and such provisions shall not thereafter be amended, repealed or otherwise modified for a period of six (6) years from the Closing in any manner that would affect adversely the rights thereunder of the SEAC Indemnified Persons or Studio Indemnified Persons, as applicable, unless such modification shall be required by applicable lawLaw. For a period of six (6) years from the Closing, PubCo shall defend, indemnify and hold harmless, harmless each present and former director, officer and manager, officer, employee, fiduciary or agent of the Company (eachLG Parent or any of its Subsidiaries, together with such person's heirs, executors SEAC or administrators, an "INDEMNIFIED PARTY" and collectivelyany of its Subsidiaries, the "INDEMNIFIED PARTIES") SEAC Entities, the Studio Entities and StudioCo against any costs or expenses (including reasonable attorneys attorneys’ fees), judgments, fines, losses, claims, damages, damages or liabilities and amounts paid in settlement incurred in connection with any Action, claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, alleged against such directors, managers, officers, employees, fiduciaries or agents in their capacity as such and arising out of, relating of or pertaining to matters existing or in connection with any action occurring at or omission of PalEx occurring prior to the Effective Time (includingClosing, without limitationwhether asserted or claimed prior to, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective TimeClosing, to the fullest permitted under applicable Law (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Pursuant to the Amalgamations, (i) PalEx PubCo shall pay assume the reasonable fees and expenses obligations of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth SEAC under the DGCL or other applicable statutes Administrative Services and PalEx's or Indemnification Agreement, dated January 5, 2022, by and among SEAC, Sponsor and Global Eagle Acquisition LLC (the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld“Sponsor Indemnification Agreement”).

Directors’ and Officers’ Indemnification. (a) After From and after the Company Merger Effective Time, PalEx Parent shall, and shall cause the Surviving Company and the Surviving Partnership to, to the fullest extent permitted under by applicable lawLaw, indemnify indemnify, defend and hold harmless, harmless each present and (x) current or former director, director or officer and agent of the Company or any of the Company Subsidiaries and each fiduciary under benefit plans of the Company or any of the Company Subsidiaries, and (eachy) current or former officer or employee of Public Storage set forth on Section 5.8(a) of the Company Disclosure Letter who has, together with such person's heirsin providing services to the Company or any Company Subsidiary pursuant to the Cost Sharing and Administrative Services Agreement, executors served or administrators, acted (including in a de facto capacity) as an "INDEMNIFIED PARTY" officer of the Company or any Company Subsidiary (in each case of clauses (x) and (y) in their capacities as such) (each an “Indemnified Party” and collectively, the "INDEMNIFIED PARTIES"“Indemnified Parties”) against any costs or (i) all losses, expenses (including reasonable attorneys feesattorneys’ fees and expenses), judgments, fines, losses, claims, damagesactions, suits, damages or liabilities and or, subject to the proviso of the next sentence, amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out ofof actions or omissions occurring at or prior to the Company Merger Effective Time (and whether asserted or claimed prior to, relating to at or after the Company Merger Effective Time), including in connection with any action or omission the consideration, negotiation and approval of PalEx occurring prior this Agreement, to the Effective Time extent that they are based on or arise out of the fact that such person (includingx) is or was a director, without limitationofficer or fiduciary under benefit plans of the Company or any Company Subsidiary or (y) serves or served, or acts or omissions acted, as an officer of the Company or any Company Subsidiary (including in a de facto capacity) pursuant to the Cost Sharing and Administrative Services Agreement, in each case, including payment on behalf of or advancement to the Indemnified Party of any expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such persons serving as an officerindemnification and/or advancement (the “Indemnified Liabilities”), director and (ii) all Indemnified Liabilities to the extent they are based on or other fiduciary arise out of or pertain to the transactions contemplated by this Agreement, whether asserted or claimed prior to, at or after the Company Merger Effective Time, and including any expenses incurred in enforcing such person’s rights under this Section 5.8; provided, that (x) none of the Surviving Company or the Surviving Partnership shall be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); and (y) except for legal counsel engaged for one or more Indemnified Parties on the date hereof, none of the Surviving Company or the Surviving Partnership shall be obligated under this Section 5.8(a) to pay the fees and expenses of more than one legal counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in any entity if jurisdiction with respect to any single legal action except to the extent that, on the advice of any such service was at Indemnified Party’s counsel, two or more of such Indemnified Parties shall have conflicting interests in the request or for the benefit outcome of the Company)such action. In the event of any such loss, expense, claim, action, suit, proceeding damage or investigation liability (whether arising or not asserted before or after the Company Merger Effective Time), (i) PalEx the Surviving Company or the Surviving Partnership, as applicable, shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesIndemnified Parties promptly, which counsel shall be reasonably satisfactory to PalExand in any event within ten (10) days, promptly after statements therefor are receivedreceived and otherwise advance to such Indemnified Party upon request, reimbursement of documented expenses reasonably incurred (ii) PalEx will cooperate in provided that, if legally required, the defense person to whom expenses are advanced provides an undertaking to repay such advance if it is determined by a final and non-appealable judgment of any a court of competent jurisdiction that such matter, and (iii) any determination required person is not legally entitled to be made with respect to whether an indemnified party's conduct complies with the standards set forth indemnification under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheldLaw).

Directors’ and Officers’ Indemnification. (a) After For a period of six years following the Effective TimeClosing, PalEx shall, the Buyer agrees that it will continue to the fullest extent permitted under applicable law, cause each Target and Subsidiary to indemnify and hold harmless, harmless each present and former director, officer officer, employee and agent of the Company manager (each, together with such person's heirs, executors or administrators, an each a "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIESCovered Person") of such Target or Subsidiary against any costs or expenses (including reasonable attorneys attorneys' fees), judgments, fines, losses, claims, damages, damages or liabilities and amounts paid in settlement incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out ofof or pertaining to matters existing or occurring at or prior to the Closing, relating whether asserted or claimed prior to, on or after the Closing, to the fullest extent that such Target or Subsidiary is permitted under the Laws of its applicable jurisdiction of organization and required pursuant to its certificate of incorporation, certificate of formation, certificate of limited partnership, bylaws, limited liability company agreement, limited partnership agreement or other organizational documents in effect on the date hereof to indemnify such Covered Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law); provided, however, that such Covered Person must provide an undertaking to such Target or Subsidiary (as appropriate) to repay such advances if it is ultimately determined by a court of competent jurisdiction (which determination shall have become final) that such Covered Person is not entitled to indemnification; and provided further, however, that, to the fullest extent permitted: (i) the Buyer or such Target or Subsidiary shall have the right to assume the defense thereof, and neither the Buyer nor any Target or Subsidiary shall be liable to any such Covered Person for any legal expenses of other counsel or any other expenses subsequently incurred by such Covered Person in connection with any action the defense thereof, except that if the Buyer or omission such Target or Subsidiary elects not to assume such defense or counsel for such Covered Person advises that there are issues which raise conflicts of PalEx occurring prior interest between the Buyer or such Target or Subsidiary and such Covered Person, such Covered Person may retain counsel satisfactory to it, and the Effective Time (including, without limitation, acts Buyer or omissions in connection with such persons serving as an officer, director Target or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PalEx Subsidiary shall pay the all reasonable fees and expenses of such counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, for such Covered Person promptly after as statements therefor are received; provided, however, that whether or not the Buyer or such Target or Subsidiary assumes the defense of a Covered Person, the Buyer or such Target or Subsidiary shall not admit any liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such claim without such Covered Person's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement or compromise includes as one of its terms the complete release of the Covered Person without any admission of guilt; and provided further, however, that the Buyer and such Target or Subsidiary shall be obligated pursuant to this Section 5.10 to pay for only one firm or counsel for all Covered Persons in any jurisdiction unless the use of one counsel for such Covered Persons would present such counsel with a conflict of interest, provided that the fewest number of counsel necessary to avoid conflicts of interest shall be used; (ii) PalEx such Covered Persons will reasonably cooperate in the defense of any such matter, ; and (iii) none of the Buyer or any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL Target or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws Subsidiary shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its the prior written consent (which consent of the Buyer or such Target or Subsidiary, as applicable. For the avoidance of doubt, nothing in this Section 5.10 shall not be unreasonably withheld)supersede or modify the Indemnification Agreement or in any way affect the parties' obligations pursuant to the Indemnification Agreement.

Directors’ and Officers’ Indemnification. (a) After From and after the Effective Time, PalEx Parent, the Surviving Entity and the Company shall, to the fullest extent permitted under applicable lawLaw, indemnify and hold harmless, harmless each present and former director, director or officer and agent of the Company and of each Subsidiary of the Company and each such person who served at the request of the Company or any Subsidiary of the Company as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"“Company Indemnified Parties”) against any all costs or and expenses (including without limitation reasonable attorneys attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in settlement in connection with any claim, action, suit, proceeding or investigationinvestigation (whether Table of Contents arising before or after the Effective Time), whether civil, criminaladministrative, administrative criminal or investigative, arising out of, relating of or pertaining to or in connection with any action or omission of PalEx in their capacities as officers or directors, in each case occurring prior to at or before the Effective Time (includingincluding without limitation the transactions contemplated by this Agreement), without limitationin each case, acts to the fullest extent permitted by the WVBCA or omissions in connection with such persons serving as an officer, director any other applicable laws or other fiduciary in any entity if such service was at to the request or for the benefit of fullest extent permitted under the Company’s articles of incorporation and bylaws). In Without limiting the foregoing, in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time)investigation, (i) PalEx the Company, Parent or the Surviving Entity, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, any Company Indemnified Party promptly after statements therefor are received, received and (ii) PalEx will the Company, Parent and Surviving Entity shall cooperate in the defense of any such matter; provided, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with however, that neither the standards set forth under the DGCL or other applicable statutes and PalEx's or Company, Parent nor the Surviving Corporation's respective Certificates of Incorporation or By-Laws Entity shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (consent, which consent shall not be unreasonably withheld. Notwithstanding anything else in this Section 6.11 to the contrary, in no event shall Parent, the Surviving Entity or the Company be obligated to indemnify any Company Indemnified Party for any loss incurred by a Company Indemnified Party arising from any claim by a Principal Stockholder or any partner, fiduciary, employee, officer or agent thereof in its capacity as a stockholder of the Company. Notwithstanding the foregoing, in no event shall Parent, the Surviving Entity or the Company have any indemnity obligations under this Section 6.11 with respect to any claims arising from, or in connection with, the consummation of (i) the Woodcraft Transaction (as hereafter defined) or (ii) the Real Estate Disposition (as hereafter defined).

Directors’ and Officers’ Indemnification. (a) After From and after the Effective Time, PalEx shallParent, to the fullest extent permitted under applicable lawSurviving Corporation and the Company, jointly and severally, shall indemnify and hold harmless, harmless each present and former director, director or officer and agent of the Company and each Subsidiary of the Company and each such Person who served at the request of the Company or any Subsidiary of the Company as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other Employee Benefit Plan or enterprise (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"“Company Indemnified Parties”) against any all costs or and expenses (including including, without limitation, reasonable attorneys attorneys’ fees), judgments, fines, losses, claims, damages, liabilities Liabilities and settlement amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding Proceeding or investigation (whether arising before or after the Effective Time), whether civil, administrative, criminal or investigative, arising out of or pertaining to any action or omission solely in their capacities as directors, officers, trustees, partners, fiduciaries, employees or agents, in each case occurring at or before the Effective Time (i) PalEx including, without limitation, the Transactions, but not as beneficiaries of Merger Consideration), in each case, to the fullest extent permitted by Applicable Laws or to the fullest extent permitted under the Company Certificate and the By-laws of the Company, the governing documents of any applicable Subsidiary or any applicable Contract or agreement as in effect on the date hereof. The foregoing shall pay not under any circumstances apply to indemnify and hold harmless the reasonable fees Company Indemnified Parties against any indemnification claims that such Company Indemnified Parties are otherwise obligated to satisfy pursuant to Section 10.01, and expenses of counsel selected by it is acknowledged and agreed that the indemnified parties, which counsel Company Indemnified Parties shall be reasonably satisfactory estopped from asserting such a claim pursuant to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in this Agreement or any Ancillary Document against the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld)Parent Indemnified Parties.

Directors’ and Officers’ Indemnification. (a) After From and after the Company Merger Effective Time, PalEx Parent shall, and shall cause the Surviving Company and the Surviving Partnership to, to the fullest extent permitted under by applicable lawLaw, indemnify indemnify, defend and hold harmless, harmless each present and current or former director, director or officer and agent of the Company or any of the Company Subsidiaries and each fiduciary under benefit plans of the Company or any of the Company Subsidiaries (each, together with such person's heirs, executors or administrators, each an "INDEMNIFIED PARTY" “Indemnified Party” and collectively, the "INDEMNIFIED PARTIES"“Indemnified Parties”) against any costs or (i) all losses, expenses (including reasonable attorneys feesattorneys’ fees and expenses), judgments, fines, losses, claims, damagesactions, suits, damages or liabilities and or, subject to the proviso of the next sentence, amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out ofof actions or omissions occurring at or prior to the Company Merger Effective Time (and whether asserted or claimed prior to, relating to at or after the Company Merger Effective Time), including in connection with any action or omission the consideration, negotiation and approval of PalEx occurring prior this Agreement, to the Effective Time (includingextent that they are based on or arise out of the fact that such person is or was a director, without limitationofficer or fiduciary under benefit plans, acts including payment on behalf of or omissions advancement to the Indemnified Party of any expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such persons serving as an officerindemnification and/or advancement (the “Indemnified Liabilities”), director and (ii) all Indemnified Liabilities to the extent they are based on or other fiduciary arise out of or pertain to the transactions contemplated by this Agreement, whether asserted or claimed prior to, at or after the Company Merger Effective Time, and including any expenses incurred in enforcing such person’s rights under this Section 5.8; provided, that (x) none of the Surviving Company or the Surviving Partnership shall be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); and (y) except for legal counsel engaged for one or more Indemnified Parties on the date hereof, none of the Surviving Company or the Surviving Partnership shall be obligated under this Section 5.8(a) to pay the fees and expenses of more than one legal counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in any entity if jurisdiction with respect to any single legal action except to the extent that, on the advice of any such service was at Indemnified Party’s counsel, two or more of such Indemnified Parties shall have conflicting interests in the request or for the benefit outcome of the Company)such action. In the event of any such loss, expense, claim, action, suit, proceeding damage or investigation liability (whether arising or not asserted before or after the Company Merger Effective Time), (i) PalEx the Surviving Company or the Surviving Partnership, as applicable, shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesIndemnified Parties promptly, which counsel shall be reasonably satisfactory to PalExand in any event within ten (10) days, promptly after statements therefor are receivedreceived and otherwise advance to such Indemnified Party upon request, reimbursement of documented expenses reasonably incurred (ii) PalEx will cooperate in provided that, if legally required, the defense person to whom expenses are advanced provides an undertaking to repay such advance if it is determined by a final and non-appealable judgment of any a court of competent jurisdiction that such matter, and (iii) any determination required person is not legally entitled to be made with respect to whether an indemnified party's conduct complies with the standards set forth indemnification under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheldLaw).

Directors’ and Officers’ Indemnification. (a) After the Effective Time, PalEx Buyer shall, and shall cause the Company and its Subsidiaries to, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the fullest extent permitted under applicable lawdate hereof or who becomes prior to the Closing Date, indemnify and hold harmless, each present and former director, an officer and agent or director of the Company or any of its Subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"“D&O Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs or and expenses (including reasonable attorneys attorneys’ fees), judgmentscosts and other out-of-pocket expenses incurred in investigating, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding preparing or investigation, whether civil, criminal, administrative or investigative, defending the foregoing) arising out of, of or relating to any threatened or actual Litigation based in whole or in connection with part on or arising out of or relating in whole or in part to the fact that such person is or was a director or officer of the Company or any action of its Subsidiaries whether pertaining to any matter existing or omission of PalEx occurring at or prior to the Effective Time Closing Date and whether asserted or claimed prior to, or at or after, the Closing Date (includingthe “D&O Indemnified Liabilities”), without limitationin each case to the full extent a corporation is permitted under applicable Law to indemnify its own directors or officers (and Buyer shall, acts or omissions shall cause the Company and its Subsidiaries to, pay expenses in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit advance of the Company). In the event final disposition of any such claimLitigation to each D&O Indemnified Party). Without limiting the foregoing, action, suit, proceeding or investigation in the event any such Litigation is brought against any D&O Indemnified Party (whether arising before or after the Effective TimeClosing Date), (i) PalEx the D&O Indemnified Party may retain counsel satisfactory to it and reasonably satisfactory to Buyer and its insurer, and Buyer shall, or shall cause the Company and its Subsidiaries to, pay the reasonable all fees and expenses of such counsel selected by for the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, D&O Indemnified Party promptly after as statements therefor are received, received and (ii) PalEx Buyer, the Company, its Subsidiaries and each D&O Indemnified Party will cooperate use all reasonable efforts to assist in the vigorous defense of any such matter; provided, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVERhowever, that PalEx neither the Company, any of its Subsidiaries nor Buyer shall not be liable for any settlement effected without its prior written consent (consent, which consent shall not be unreasonably withheld. Any D&O Indemnified Party wishing to claim indemnification under this Section 6.8 shall notify Buyer upon learning of any such Litigation (but the failure so to notify shall not relieve a party from any liability which it may have under this Section 6.8 except to the extent such failure prejudices such party). The parties hereto agree that all rights to indemnification hereunder, including provisions relating to advances of expenses incurred in defense of any such action or suit, existing in favor of the D&O Indemnified Parties with respect to matters occurring through the Closing Date shall continue in full force and effect for a period of not less than six years from the Closing Date; provided, however, that all rights to indemnification in respect of any D&O Indemnified Liabilities asserted or made within such period shall continue until the disposition of such D&O Indemnified Liabilities.

Directors’ and Officers’ Indemnification. (a) After For the Effective Timeperiod of six (6) years following the Closing Date, PalEx shall, Purchaser will cause the Surviving Corporation and its subsidiaries to the fullest extent permitted under applicable law, indemnify and hold harmlessharmless each Person who is now, each present and former directoror has been at any time prior to the date of this Agreement or who becomes prior to the Closing Date, an officer and agent or director of the Company or any of its subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIESCompany Indemnified Parties") against any costs or expenses (including reasonable attorneys fees), judgments, fines, all losses, claims, damages, costs, expenses, liabilities and or judgments or amounts that are paid in settlement (of or in connection with the "Company Indemnified Liabilities") any claim, action, suit, proceeding or investigationinvestigation by reason of the fact that such Person is or was a director or officer of the Company or any of its subsidiaries, whether civil, criminal, administrative pertaining to any matter existing or investigative, arising out of, relating to occurring at or in connection with any action or omission of PalEx occurring prior to the Effective Time Closing Date and whether asserted or claimed prior to, or at or after the Closing Date, in each case to the full extent a corporation is permitted by law to indemnify its own directors, officers and employees (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company"Company Indemnified Proceedings"). In the event any Company Indemnified Party is or becomes involved in any Company Indemnified Proceeding, Purchaser shall cause the Company or its subsidiaries to, pay expenses in advance of the final disposition of any such claimCompany Indemnified Proceeding to each Company Indemnified Party to the full extent permitted by law upon receipt of any undertaking contemplated by Section 145 of the DGCL. Without limiting the foregoing, action, suit, proceeding or investigation (whether arising before or after in the Effective Time)event any such Company Indemnified Proceeding is brought against any Company Indemnified Party, (i) PalEx the Company Indemnified Parties may retain counsel of their choosing, (ii) Purchaser shall, or shall cause the Surviving Corporation or any of its subsidiaries to, pay the all reasonable and documented fees and expenses of one counsel selected for all of the Company Indemnified Parties with respect to each such Company Indemnified Proceeding unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Company Indemnified Parties, in which case Purchaser shall cause the Surviving Corporation or any of its subsidiaries to, pay the reasonable and documented fees of such additional counsel required by the indemnified parties, which counsel shall be reasonably satisfactory to PalExsuch conflict, promptly after as statements therefor are received, and (iiiii) PalEx Purchaser will cooperate cause the Surviving Corporation or any of its subsidiaries to, use commercially reasonable efforts to assist in the defense of any such matter; provided, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or however, that neither Purchaser nor the Surviving Corporation's respective Certificates of Incorporation Corporation or By-Laws its subsidiaries shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement of any claim effected without its written consent consent. Any Company Indemnified Party wishing to claim indemnification under this Section 7.17(a) upon becoming aware of any such Company Indemnified Proceeding shall promptly notify Purchaser and the Surviving Corporation (which consent but the failure to so notify Purchaser or the Surviving Corporation shall not be unreasonably withheldrelieve Purchaser or the Surviving Corporation from any liability it may have under this Section 7.17 except to the extent such failure materially prejudices Purchaser or the Surviving Corporation), and shall deliver to Purchaser or the Surviving Corporation the undertaking contemplated by Section 145 of the DGCL.

Directors’ and Officers’ Indemnification. (a) After From and after the Effective Time, PalEx Parent, the Surviving Corporation and the Company shall, to the fullest extent permitted under applicable lawLaw, indemnify and hold harmless, harmless each present and former director, director or officer and agent of the Company and of each Subsidiary of the Company and each such person who served at the request of the Company or any Subsidiary of the Company as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIESCompany Indemnified Parties") against any all costs or and expenses (including without limitation reasonable attorneys attorneys' fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, administrative, criminal or investigative, arising out of or pertaining to any action or omission in their capacities as officers or directors, in each case occurring at or before the Effective Time (including without limitation the transactions contemplated by this Agreement), in each case, to the fullest extent permitted by the DGCL or any other applicable laws or to the fullest extent permitted under the Company's certificate of incorporation and bylaws or any applicable contract or agreement as in effect on the date hereof). Without limiting the foregoing, in the event of any such claim, action, suit, proceeding or investigation, (i) PalEx the Company, Parent or the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesany Company Indemnified Party, which counsel shall be reasonably Ropes & Gray or other counsel xxasonably satisfactory to PalExthe Company, Parent or the Surviving Corporation, as the case may be, promptly after statements therefor are received, received (unless the Surviving Corporation shall elect to defend such action) and (ii) PalEx will the Company, Parent and the Surviving Corporation shall cooperate in the defense of any such matter; provided, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with however, that neither the standards set forth under the DGCL or other applicable statutes and PalEx's or Company, Parent nor the Surviving Corporation's respective Certificates of Incorporation or By-Laws Corporation shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheldwithheld or delayed). Notwithstanding anything else in this Section 7.6 to the contrary, in no event shall Parent, the Surviving Corporation or the Company be obligated to indemnify any Company Indemnified Party for any loss incurred by a Company Indemnified Party arising from any claim by the Principal Stockholder or any partner, fiduciary, employee, officer or agent thereof.

Directors’ and Officers’ Indemnification. (a) After From and after the Effective Time, PalEx Parent, the Surviving Corporation and the Company shall, jointly and severally, to the fullest extent permitted under applicable lawLaw, indemnify and hold harmless, harmless each present and former director, director and officer and agent of the Company and each of its Subsidiaries and each such Person who served at the request of the Company or any of its Subsidiaries as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other Employee Benefit Plan or enterprise (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"“Company Indemnified Officers and Directors”) against any all costs or and expenses (including including, without limitation, reasonable attorneys attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, administrative, criminal or investigative, arising out of or pertaining to any action or omission in their capacities as directors, officers, trustees, partners, fiduciaries, employees or agents, in each case occurring at or before the Effective Time (including, without limitation, the transactions contemplated by this Agreement), in each case, to the fullest extent permitted by applicable Law or to the fullest extent permitted under the Company Articles and the Code of Regulations of the Company, the Charter Documents of any applicable Subsidiary or any applicable contract or agreement as in effect on the date hereof. Without limiting the foregoing, in the event of any such claim, action, suit, proceeding or investigation, (i) PalEx Parent, the Surviving Corporation or the Company, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesany Company Indemnified Officer and Director, which counsel shall be reasonably satisfactory to PalExParent, the Surviving Corporation or the Company, as the case may be, promptly after statements therefor are received, received (unless the Surviving Corporation shall elect to defend such action) and (ii) PalEx will Parent, the Surviving Corporation and the Company shall cooperate in the defense of any such matter; provided, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or however, that neither Parent nor the Surviving Corporation's respective Certificates of Incorporation or By-Laws Corporation nor the Company shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheldwithheld or delayed).

Directors’ and Officers’ Indemnification. (a) After the Effective Time, PalEx shallParent shall cause the Surviving Corporation to, to the fullest extent permitted under applicable law, indemnify indemnify, defend and hold harmless, each present and former individual who at the Effective Time is, or at any time prior to the Effective Time was, a director, officer and officer, employee or agent of the Company or any of its subsidiaries (each, together with such person's Person’s heirs, executors or administrators, an "INDEMNIFIED PARTY" “Indemnified Party” and collectively, the "INDEMNIFIED PARTIES"“Indemnified Parties”) against any costs or expenses (including reasonable attorneys attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativeinvestigative (collectively, “Costs and Expenses”), arising out of, relating to or in connection with (i) any action or omission of PalEx occurring or alleged to occur prior to the Effective Time (including, without limitation, including acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company)Company or any of its affiliates) and (ii) this Agreement, the Merger or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement or the events and developments between Parent and the Company leading up to this Agreement. In the event of any such actual or threatened claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time)) subject to this Section 5.12, (i) PalEx Parent and the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesIndemnified Parties, which counsel shall be reasonably satisfactory to PalExParent and the Surviving Corporation, promptly after statements therefor are receivedreceived and shall pay all other reasonable expenses in advance of the final disposition of such action, (ii) PalEx Parent and the Surviving Corporation will cooperate and use all reasonable efforts to assist in the defense of any such matter, and (iii) to the extent any determination is required to be made with respect to whether an indemnified party's Indemnified Party’s conduct complies with the standards set forth under the DGCL or other applicable statutes CGCL and PalEx's Parent’s or the Surviving Corporation's ’s respective Certificates certificate or articles of Incorporation incorporation or By-Laws bylaws, such determination shall be made by independent legal counsel acceptable to PalEx Parent or the Surviving Corporation, as the case may be, and the indemnified partyIndemnified Party; PROVIDEDprovided, HOWEVERhowever, that PalEx neither Parent nor the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheldwithheld or delayed); and, provided, further, that if Parent or the Surviving Corporation advances or pays any amount to any person under this paragraph (b) and if it shall thereafter be finally determined by a court of competent jurisdiction that such person was not entitled to be indemnified hereunder for all or any portion of such amount, to the extent required by law, such person shall repay such amount or such portion thereof, as the case may be, to Parent or the Surviving Corporation, as the case may be. The Indemnified Parties as a group may not retain more than one law firm to represent them with respect to each matter, except to the extent that under applicable standards of professional conduct such counsel would have a conflict representing such Indemnified Party or Indemnified Parties.

Directors’ and Officers’ Indemnification. (a) After For a period of six years after the Effective Time, PalEx the Surviving Corporation and the Parent shall, to the extent permitted under Section 145 of the DGCL and to the extent of the Company's indemnification prior to the Effective Time, indemnify and hold harmless (and shall also advance expenses as incurred to the fullest extent permitted under applicable law, indemnify and hold harmless, law to) each present and former director, officer officer, previously indemnified employee and previously indemnified agent of the Company or any of its subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTYindemnified Party" and collectively, the "INDEMNIFIED PARTIESindemnified Parties") against any costs or expenses (including reasonable attorneys attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company)) or arising out of or pertaining to the transactions contemplated by this Agreement. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PalEx the Company or Parent and the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesParties, which counsel shall be reasonably satisfactory to PalExthe Parent and the Surviving Corporation, promptly after statements therefor are received, (ii) PalEx the Parent and the Surviving Corporation will cooperate in the defense of any such matter, matter and (iii) any determination required to be made with respect to whether an indemnified partyParty's conduct complies with the standards set forth under Section 145 of the DGCL or other applicable statutes and PalExthe Parent's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws ByLaws shall be made by independent legal counsel acceptable to PalEx the Parent or the Surviving Corporation, as the case may be, and the indemnified partyParty; PROVIDEDprovided, HOWEVERhowever, that PalEx neither Parent nor the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). The parties hereto intend, to the extent not prohibited by applicable law, 40 that the indemnification provided for in this Section 7.11 shall apply without limitation to negligent acts or omissions by an indemnified Party. Each indemnified Party is intended to be a third party beneficiary of this Section 7.11 and may specifically enforce its terms. This Section 7.11 shall not limit or otherwise adversely affect any rights any indemnified Party may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect.

Directors’ and Officers’ Indemnification. (a) After Without limiting any additional rights that any employee may have under any Employee Plan, from and after the Effective Time, PalEx shallthe Surviving Corporation will indemnify and hold harmless each Person who is now, or has been at any time prior to the date hereof, a director or officer of the Company or of any Company Subsidiary or a Person entitled to indemnification (individually a "COVERED PARTY" and collectively the "COVERED PARTIES"), with respect to any Proceedings and/or damages, penalties, Judgments, assessments, losses, costs and expenses (including, but not limited to, attorneys' fees) based in whole or in part on, or arising in whole or in part out of any matter arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Parent or the Surviving Corporation is permitted under applicable law, indemnify and hold harmless, each present and former director, officer and agent of the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time)Proceeding, (i) PalEx shall pay each Covered Party will be entitled to advancement of expenses incurred in the reasonable fees and expenses defense of counsel selected any Proceeding from Parent or the Surviving Corporation within ten business days of receipt by Parent or the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are receivedSurviving Corporation from the Indemnified Party of a request therefor, (ii) PalEx will neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any Judgment in any existing or threatened Proceeding (and in which indemnification could be sought by such Covered Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Covered Party from all Liability arising out of such Proceeding or such Covered Party otherwise consents, and (iii) the Surviving Corporation shall cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld).

Directors’ and Officers’ Indemnification. (a) After the Effective Time, PalEx shall, to To the fullest extent permitted by applicable Law, for a period of not less than six years from the Closing Date (or, in the case of matters occurring at or prior to the Closing Date that have not been resolved prior to the sixth anniversary of the Closing Date, until such matters are finally resolved), the Company shall honor and indemnify under applicable law, indemnify all rights to indemnification or exculpation (including rights relating to advancement of expenses and hold harmless, each present and former indemnification rights to which such persons are entitled because they are serving as a director, officer and officer, agent or employee of another entity at the request of the Company or any of its Subsidiaries), existing in favor of any director, officer, employee or agent (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectivelyIndemnified Person") of the Company or any of its Subsidiaries as provided in the Certificate of Incorporation of the Company, the "INDEMNIFIED PARTIES") against Bylaws of the Company, the LLC Operating Agreement or any costs indemnification agreement, in each case, as in effect on the date of this Agreement, and relating to actions or expenses (including reasonable attorneys fees)events through the Closing Date; provided, judgmentshowever, fines, losses, claims, damages, liabilities and amounts paid in settlement that the Company shall not be required to indemnify any Indemnified Person in connection with any claim, action, suit, proceeding (or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior portion thereof) to the Effective Time extent involving any claim initiated by such Indemnified Person unless the initiation of such proceeding (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service portion thereof) was at authorized by the request or for the benefit Board of Directors of the Company). In the event of any Company or unless such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected is brought by the indemnified parties, which counsel shall be reasonably satisfactory an Indemnified Person to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of any such matter, and (iii) enforce rights under this Section 11.1; provided further that any determination required to be made with respect to whether an indemnified partyIndemnified Person's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or Delaware General Corporation Law, the Surviving Corporation's respective Certificates Certificate of Incorporation of the Company, the Bylaws of the Company, the LLC Operating Agreement or By-Laws any such agreement, as the case may be, shall be made by independent legal counsel selected by such Indemnified Person and reasonably acceptable to PalEx as the case may be, Company; provided further that nothing in this Section 11.1(a) shall reduce Seller's responsibility pursuant to the Agreement on Separation to provide coverage under its self insurance programs or self insured retentions or to make claims under its third party insurance coverage; and the indemnified party; PROVIDED, HOWEVER, provided further that PalEx nothing in this Section 11.1 shall not be liable for impair any settlement effected without its written consent (which consent shall not be unreasonably withheld)rights of any Indemnified Person.

Directors’ and Officers’ Indemnification. (a) After From and after the Effective Time, PalEx shallthe Purchaser shall cause the Company to, to the fullest extent permitted under by applicable lawLaw, indemnify indemnify, defend and hold harmless, harmless each present and current or former director, director or officer and agent of the Company or any of the Company Subsidiaries and each fiduciary under benefit plans of the Company or any of the Company Subsidiaries (each, together with such person's heirs, executors or administrators, each an "INDEMNIFIED PARTY" “Indemnified Party” and collectively, the "INDEMNIFIED PARTIES"“Indemnified Parties”) against any costs or (i) all losses, expenses (including reasonable attorneys feesattorneys’ fees and expenses), judgments, fines, losses, claims, damagesdamages or liabilities or, liabilities and subject to the proviso of the next sentence, amounts paid in settlement settlement, arising out of actions or omissions occurring at or prior to the completion of the transactions set out in the Plan of Arrangement (and whether asserted or claimed prior to, at or after the Effective Time) to the extent that they are based on or arise out of the fact that such Person is or was a director, officer or fiduciary under benefit plans, including payment on behalf of or advancement to the Indemnified Party of any expenses incurred by such Indemnified Party in connection with enforcing any claimrights with respect to such indemnification and/or advancement (the “Indemnified Liabilities”), action, suit, proceeding and (ii) all Indemnified Liabilities to the extent they are based on or investigationarise out of or pertain to the transactions contemplated by this Agreement, whether civilasserted or claimed prior to, criminalat or after the Effective Time, administrative and including any expenses incurred in enforcing such Person’s rights under this Section 4.7; provided, that (x) the Company shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or investigativedelayed); and (y) except for legal counsel engaged for one or more Indemnified Parties on the date hereof, arising out of, relating the Company shall not be obligated under this Section 4.7(a) to or pay the fees and expenses of more than one legal counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in connection any jurisdiction with respect to any single legal action or omission of PalEx occurring prior except to the Effective Time (includingextent that, without limitationon the advice of any such Indemnified Party’s counsel, acts two or omissions more of such Indemnified Parties shall have conflicting interests in connection with the outcome of such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company)action. In the event of any such loss, expense, claim, action, suit, proceeding damage or investigation liability (whether arising or not asserted before or after the Effective Time), (i) PalEx the Company shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesIndemnified Parties promptly, which counsel shall be reasonably satisfactory to PalExand in any event within ten days, promptly after statements therefor are receivedreceived and otherwise advance to such Indemnified Party upon request, reimbursement of documented expenses reasonably incurred (ii) PalEx will cooperate in provided that, if legally required, the defense person to whom expenses are advanced provides an undertaking to repay such advance if it is determined by a final and non-appealable judgment of any a court of competent jurisdiction that such matter, and (iii) any determination required Person is not legally entitled to be made with respect to whether an indemnified party's conduct complies with the standards set forth indemnification under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheldLaw).

Directors’ and Officers’ Indemnification. (a) After From and after the Effective Time, PalEx Parent, the Surviving Corporation and the Company shall, to the fullest extent permitted under applicable lawLaw, indemnify and hold harmless, harmless each present and former director, director or officer and agent of the Company and of each Subsidiary of the Company and each such person who served at the request of the Company or any Subsidiary of the Company as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"“Company Indemnified Parties”) against any all costs or and expenses (including without limitation reasonable attorneys attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, administrative, criminal or investigative, arising out of or pertaining to any action or omission in their capacities as officers or directors, in each case occurring at or before the Effective Time (including without limitation the transactions contemplated by this Agreement), in each case, to the fullest extent permitted by the ORC or any other applicable laws or to the fullest extent permitted under the Company’s articles of incorporation and code of regulations or any applicable contract or agreement as in effect on the date hereof). Without limiting the foregoing, in the event of any such claim, action, suit, proceeding or investigation, (i) PalEx the Company, Parent or the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, any Company Indemnified Party promptly after statements therefor are received, received (unless the Surviving Corporation shall elect to defend such action) and (ii) PalEx will the Company, Parent and Surviving Corporation shall cooperate in the defense of any such matter; provided, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with however, that neither the standards set forth under the DGCL or other applicable statutes and PalEx's or Company, Parent nor the Surviving Corporation's respective Certificates of Incorporation or By-Laws Corporation shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheldwithheld or delayed). Notwithstanding anything else in this Section 8.10 to the contrary, in no event shall Parent, the Surviving Corporation or the Company be obligated to indemnify any Company Indemnified Party for any loss incurred by a Company Indemnified Party arising from any claim by a Principal Stockholder or any partner, fiduciary, employee, officer or agent thereof.

Directors’ and Officers’ Indemnification. (a) After From and after the Effective Time, PalEx Parent and Surviving Corporation shall, to the fullest extent permitted under not prohibited by applicable law, indemnify indemnify, defend and hold harmlessharmless each person who is now, each present and former directoror has been at any time prior to the date hereof, officer and agent or who becomes prior to the Effective Time, an officer, director or employee of the Company or any of its Subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTYIndemnified Party" and collectively, the "INDEMNIFIED PARTIESIndemnified Parties") against any costs or (i) all losses, expenses (including reasonable attorneys feesattorneys' fees and expenses), judgments, fines, losses, claims, damagesdamages or liabilities or, liabilities and subject to the proviso of the next succeeding sentence, amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativesettlement, arising out of, relating to of actions or in connection with any action omissions occurring at or omission of PalEx occurring prior to the Effective Time (includingand whether asserted or claimed prior to, without limitationat or after the Effective Time) that are, acts in whole or omissions in connection part, based on or arising out of the fact that such person is or was a director, officer or employee of the Company or any of its Subsidiaries or served as a fiduciary under or with respect to any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries ("Indemnified Liabilities"), and (ii) all Indemnified Liabilities to the extent they are based on or arise out of or pertain to the transactions contemplated by this Agreement. Without limitation to clauses (i) and (ii), Parent and the Surviving Corporation shall, to the fullest extent not prohibited by applicable law, indemnify, defend and hold harmless, and provide advancement of expenses to, all past and present officers, directors and employees of the Company and its Subsidiaries (in all of their capacities) to the same extent such persons serving are indemnified or have the right to advancement of expenses as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof (each of which indemnification agreements is listed on Schedule 7.10(a)). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time)Indemnified Liability, (i) PalEx Parent and Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesIndemnified Parties, which counsel shall be reasonably satisfactory to PalExParent, promptly after statements therefor are receivedreceived and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, (ii) PalEx will Parent shall cooperate in the defense of any such matter, matter and (iii) any determination required to be made with respect to whether an indemnified partyIndemnified Party's conduct complies with the standards set forth under applicable law and the DGCL certificate of incorporation or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or Byby-Laws laws shall be made by independent legal counsel mutually acceptable to PalEx as the case may be, Parent and the indemnified partyIndemnified Party; PROVIDEDprovided, HOWEVERhowever, that PalEx Parent and the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheldwithheld or delayed). In the event that any Indemnified Party is required to bring any action to enforce rights or to collect moneys due under this Agreement and is successful in such action, Parent and the Surviving Corporation shall reimburse such Indemnified Party for all of its expenses in bringing and pursuing such action including, without limitation, reasonable attorneys' fees and costs. In addition, from and after the Effective Time, directors and officers of the Company who become directors or officers of Parent will be entitled to indemnification under Parent's certificate of incorporation and by-laws, as the case may be, as the same may be amended from time to time in accordance with their terms and applicable law.

Directors’ and Officers’ Indemnification. (a) After From and after the Effective Time, PalEx Parent and/or Intermediate Sub shall cause the Surviving Corporation to, and the Surviving Corporation shall, indemnify and hold harmless the current directors and officers of the Company to the fullest extent permitted under applicable lawLaw (and Parent and/or Intermediate Sub shall cause the Surviving Corporation to, indemnify and hold harmlessthe Surviving Corporation shall, also advance expenses to such persons as incurred to the fullest extent permitted under applicable Law; provided, that, the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification), each present and former director, director and officer and agent of the Company and any of its subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"“Indemnified Parties”) against any costs or and all costs, expenses (including reasonable attorneys attorneys’ fees), judgments, fines, losses, claims, damages, damages and liabilities and amounts paid in settlement incurred in connection with any claim, action, suit, proceeding or investigationAction, whether civil, criminal, administrative or investigative, arising out of, relating of or pertaining to or in connection with any action or omission of PalEx or matters existing or occurring at or prior to the Effective Time (includingTime, without limitationincluding the Transactions, acts to the same extent as provided in the certificate of incorporation or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit bylaws of the Company). In , or any other applicable contract, in effect on the event date hereof and disclosed to Parent in Section 7.04(a) of any such the Company Disclosure Schedule, provided, that, the Surviving Corporation shall not be required to provide indemnification to the Indemnified Parties with respect to claims initiated by the Indemnified Party, and not by way of defense, counterclaim or cross claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), except for (i) PalEx shall pay the reasonable fees actions or proceedings brought by and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory Indemnified Party to PalEx, promptly after statements therefor are receivedestablish a right under or to enforce an Indemnified Party’s indemnification agreement, (ii) PalEx will cooperate in such actions approved by the defense of any such matterBoard, and or (iii) any determination as otherwise required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld)Law.

Directors’ and Officers’ Indemnification. (a) After Subject to Section 6.5h), without limiting any additional rights that any Person may have under any Company Plan, from the Effective TimeClosing Date through the sixth (6th) anniversary of the date of the Closing Date, PalEx shall, to each of the fullest extent permitted under applicable law, Buyers and the Companies shall indemnify and hold harmless, harmless each present (as of immediately prior to the Closing) and former officer, director, officer and agent manager, general partner, agent, employee or fiduciary of the Company Entities (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" the “Indemnified Individuals”) from and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, finesall claims, losses, claimsLiabilities, damages, liabilities Judgments, inquiries, fines and amounts paid in settlement reasonable fees, costs and expenses, including attorneys’ fees and disbursements (“Losses”), incurred in connection with any claim, action, suit, proceeding Proceeding or investigation, whether civil, criminal, administrative or investigative, arising out ofof or pertaining to (i) the fact that the Indemnified Individual is or was an officer, relating to director, manager, general partner, agent, employee, fiduciary or in connection with agent of any action Company Entity or omission of PalEx (ii) matters existing or occurring at or prior to the Effective Time Closing (includingincluding this Agreement and the other Transactions and actions contemplated hereby), without limitationwhether asserted or claimed prior to, acts at or omissions after the Closing, to the fullest extent permitted under applicable Law. Subject to Section 6.5h), in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding Proceeding or investigation, (x) each Indemnified Individual will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, Proceeding or investigation from the Buyers or the Companies within ten (whether arising before 10) Business Days of receipt by the Buyers or after the Effective TimeCompanies from the Indemnified Individual of a request therefor, (y) none of the Buyers or the Company Entities shall settle, compromise or consent to the entry of any Judgment in any Proceeding or threatened action, suit, Proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Individual hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Individual from all Liability arising out of such action, suit, Proceeding, investigation or claim or such Indemnified Individual otherwise consents, and (iz) PalEx the Companies shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld).

Directors’ and Officers’ Indemnification. For a period of two (a2) After years from the Effective TimeClosing herein, PalEx shallBUYERS agree to indemnify, to the fullest extent permitted under applicable law, indemnify defend and hold harmless, each present harmless Officers and former director, officer and agent of the Company Directors (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIESIndemnified Parties") of LOGNET, or any of its subsidiaries, against any all losses, claims, damages, liabilities, costs or and expenses (including reasonable attorneys feesattorneys' fees and expenses), judgments, fines, losses, claims, damages, liabilities losses and amounts paid in settlement (collectively "Losses"), in connection with any claim, actual or threatened action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether each a "Claim") to the extent that any such Claim is based on, or arises out of, the fact that such person is, or was, a Director or Officer of LOGNET or its subsidiaries, this Agreement or any of the transactions contemplated hereby, in each case, to the extent that any such Claim pertains to any matter or fact arising, existing or occurring prior to the Closing. The Indemnification shall include all legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith). SELLERS and BUYERS agree that the Indemnification of SELLERS herein will be for a period of two (2) years from Closing and be specifically limited to the sum of $1,500,000, which sum has been determined as the value of the shares deposited in escrow, as of the date hereof, and any lesser amount of any portion represented, in accordance with the provisions of the Escrow Agreement. It is further understood and agreed that the within Indemnification will be subject to, and be governed by, the terms of the aforesaid Escrow Agreement. In addition thereto, BUYERS and SELLERS further understand and agree that the Indemnification provided herein by SELLERS will exclude any Claim for actual fraud that may be asserted against the Indemnified Parties herein. As to any claim arising before out of any facts or circumstances or as a result of any action or inaction by BUYERS from and after the Effective Time)Closing, (i) PalEx BUYERS shall pay indemnify and hold harmless the reasonable fees Officers and expenses Directors of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of LOGNET and its subsidiaries without limitation against any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld)Losses.

Directors’ and Officers’ Indemnification. (a) After Without limiting any additional rights that any employee may have under any Employee Plan, from and after the Effective Time, PalEx shallthe Surviving Corporation will indemnify and hold harmless each Person who is now, or has been at any time prior to the date hereof, a director or officer of the Company or of any Company Subsidiary or a Person entitled to indemnification (individually a “Covered Party” and collectively the “Covered Parties”), with respect to any Proceedings and/or damages, penalties, Judgments, assessments, losses, costs and expenses (including, but not limited to, attorneys’ fees) based in whole or in part on, or arising in whole or in part out of any matter arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Parent or the Surviving Corporation is permitted under applicable law, indemnify and hold harmless, each present and former director, officer and agent of the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time)Proceeding, (i) PalEx shall pay each Covered Party will be entitled to advancement of expenses incurred in the reasonable fees and expenses defense of counsel selected any Proceeding from Parent or the Surviving Corporation within ten business days of receipt by Parent or the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are receivedSurviving Corporation from the Indemnified Party of a request therefor, (ii) PalEx will neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any Judgment in any existing or threatened Proceeding (and in which indemnification could be sought by such Covered Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Covered Party from all Liability arising out of such Proceeding or such Covered Party otherwise consents, and (iii) the Surviving Corporation shall cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld).

Directors’ and Officers’ Indemnification. (a) After For a period of six years following the Effective TimeClosing, PalEx Parent shall, and shall cause the Company and its Subsidiaries to, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the fullest extent permitted under applicable lawAgreement Date or who becomes prior to the Closing Date, indemnify and hold harmless, each present and former director, an officer and agent or director of the Company or any of its Subsidiaries (eachthe “D&O Indemnified Parties”) against, together with such person's heirsand pay or reimburse the D&O Indemnified Parties for, executors or administratorsany and all losses, an "INDEMNIFIED PARTY" damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) arising out of or relating to any threatened or actual Action based in whole or in part on or arising out of or relating in whole or in part to the fact that such person is or was a director or officer of the Company or any of its Subsidiaries at or prior to the Closing Date or otherwise arising by virtue of their status as D&O Indemnified Parties (the “D&O Indemnified Liabilities”), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement whether asserted or claimed at or after or occurring before the Closing (including in connection with any claimthe negotiation and execution of this Agreement and the consummation of the transactions contemplated by this Agreement or otherwise), action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior each case to the Effective Time maximum extent permitted or required under applicable Law to indemnify its own directors or officers (includingand Parent shall, without limitationor shall cause the Company and its Subsidiaries to, acts or omissions pay expenses in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit advance of the Companyfinal disposition of any such Action or proceeding to each D&O Indemnified Party). In the event of any such Action, (i) Parent shall, and shall cause the Company Entities to, cooperate with the D&O Indemnified Parties in the defense of any such Action and (ii) without the prior written consent of the applicable D&O Indemnified Party (which consent will not be unreasonably withheld, conditioned or delayed), Parent shall not, and shall cause the Company Entities not to, settle, compromise or consent to the entry of any judgment in any Action pending or threatened to which a D&O Indemnified Party is a party (and in respect of which indemnification could be sought by such D&O Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such D&O Indemnified Party from all liability arising out of such Action. Parent agrees that all rights of each D&O Indemnified Party to indemnification, advance expenses in connection with the defense of any Action and exculpation from liabilities for acts or omissions occurring prior to the Closing as provided in the Organizational Documents of any of the Company Entities and any indemnification agreements and in minutes of the board of directors, any committee of the board of directors or any equivalent governing body of any of the Company Entities. All rights of each D&O Indemnified Party to indemnification, exculpation from liabilities for acts or omissions occurring prior to the Closing as provided in the Organizational Documents of any of the Company Entities and in any indemnification agreements set forth on Section 6.9(a) of the Company Disclosure Schedules, including provisions relating to advancement of expenses incurred in the defense of any Action, shall survive the Closing Date and shall continue in full force and effect in accordance with their terms. For a period of six (6) years following the Closing, such rights shall not be amended or otherwise modified in any manner that would adversely affect the rights of any of the D&O Indemnified Parties for any acts or omissions occurring prior to the Closing, unless such amendment or modification is approved by each such D&O Indemnified Party. Any D&O Indemnified Party wishing to claim indemnification under this Section 6.9 shall promptly notify Parent upon learning of any such claim, action, suit, proceeding or investigation (whether arising before or after but the Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory failure so to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx notify shall not be liable for relieve a party from any settlement effected without its written consent (liability which consent shall not be unreasonably withheldit may have under this Section 6.9(a) except to the extent such failure prejudices such party).

Directors’ and Officers’ Indemnification. (a) After For a period of six years after the Effective Time, PalEx Parent and the Surviving Company shall, jointly and severally, to the fullest extent permitted under applicable lawLaw, indemnify and hold harmless, harmless each present and former director, officer and agent of the Company’s and the Company Subsidiaries’ respective present or former directors, officers and employees (eacheach an “Indemnified Party”, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"“Indemnified Parties”) against any all costs or and expenses (including reasonable attorneys feeslegal fees and expenses), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in settlement in connection with any claim, action, suit, proceeding Action (whether arising before or investigationafter the Effective Time), whether civil, criminal, administrative or investigative, arising out of, of or relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving their capacity as an officer, director director, employee, fiduciary or other fiduciary agent, whether occurring on or before the Effective Time. To the fullest extent permitted by Law, Parent and the Surviving Company shall, jointly and severally, pay all expenses (including reasonable legal fees and expenses) of each Indemnified Party in any entity if such service was at the request or for the benefit advance of the Company)final disposition of any such Action, subject to receipt from the Indemnified Party to whom such expenses are advanced of an undertaking, to the extent required by the CCC, to repay such advances if it is ultimately determined in accordance with applicable Law that such Indemnified Party is not entitled to indemnification. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time)Action, (i) PalEx Parent or the Surviving Company shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, Indemnified Parties promptly after statements therefor are received, (ii) PalEx will neither Parent nor the Surviving Company shall settle, compromise or consent to the entry of any judgment in any pending or threatened Action to which an Indemnified Party is a party (and in respect of which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Action or such Indemnified Party otherwise consents and (iii) Parent and the Surviving Company shall cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or ; provided that neither Parent nor the Surviving Corporation's respective Certificates of Incorporation or By-Laws Company shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its the Surviving Company’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that in the event that any claim for indemnification is asserted or made within such six-year period, all rights to indemnification in respect of such claim shall continue until the disposition of such claim. The rights of each Indemnified Party under this Section 6.09 shall be in addition to any rights such Person may have under the certificate of incorporation or Table of Contents bylaws (or similar organizational documents) of the Company and the Surviving Company or any of their Subsidiaries, or under any Law or under any indemnification agreement of any Indemnified Party with the Company or any Company Subsidiary.

Directors’ and Officers’ Indemnification. (a) After the Effective Time, PalEx Acquiror shall, and shall cause the Surviving Corporation and its Subsidiaries to, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the fullest extent permitted under applicable lawdate hereof or who becomes prior to the Closing Date, indemnify and hold harmless, each present and former director, an officer and agent or director of the Company or any of its Subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIESD&O Indemnified Parties") against any and all losses, damages, liabilities, deficiencies, claims, interests, awards, judgments, penalties, costs or and expenses (including reasonable attorneys attorneys' fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) arising out of or relating to any threatened or actual Action based in whole or in part on or arising out of or relating in whole or in part to the fact that such person is or was a director or officer of the Company or any of its Subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Closing Date and whether asserted or claimed prior to, at or after, the Closing Date (the "D&O Indemnified Liabilities"), judgmentsincluding all D&O Indemnified Liabilities based in whole or in part on, fines, losses, claims, damages, liabilities and amounts paid or arising in settlement whole or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising part out of, or relating to this Agreement or the transactions contemplated hereby, in connection with any action or omission of PalEx occurring prior each case to the Effective Time full extent a corporation is permitted under applicable Law to indemnify its own directors or officers (includingand Acquiror shall, without limitationor shall cause the Surviving Corporation and its Subsidiaries to, acts or omissions pay expenses in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit advance of the Company). In the event final disposition of any such claimAction to each D&O Indemnified Party). Without limiting the foregoing, action, suit, proceeding or investigation in the event any such Action is brought against any D&O Indemnified Party (whether arising before or after the Effective TimeClosing Date), (i) PalEx the D&O Indemnified Party may retain counsel satisfactory to it and reasonably satisfactory to Acquiror, and Acquiror shall, or shall cause the Surviving Corporation and its Subsidiaries to, pay the reasonable all fees and expenses of such counsel selected by for the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, D&O Indemnified Party promptly after as statements therefor are received, received and (ii) PalEx Acquiror, the Surviving Corporation, its Subsidiaries and each D&O Indemnified Party will cooperate use all reasonable efforts to assist in the vigorous defense of any such matter; provided, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or that none of the Surviving Corporation's respective Certificates , any of Incorporation its Subsidiaries or By-Laws Acquiror shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its prior written consent consent. Any D&O Indemnified Party wishing to claim indemnification under this Section 6.11 shall notify Acquiror upon learning of any such Action or investigation (which consent but the failure so to notify shall not be unreasonably withheldrelieve a party from any liability which it may have under this Section 6.11, except to the extent such failure prejudices such party). The parties hereto agree that all rights to indemnification hereunder, including provisions relating to advances of expenses incurred in defense of any such Action existing in favor of the D&O Indemnified Parties with respect to matters occurring through the Closing Date, shall continue in full force and effect for a period of not less than 6 years from the Closing Date; provided, however, that all rights to indemnification in respect of any D&O Indemnified Liabilities asserted or made within such period shall continue until the disposition of such D&O Indemnified Liabilities.

Directors’ and Officers’ Indemnification. (a) After For a period of six (6) years from and after the Effective Time, PalEx the Surviving Corporation shall, to the fullest extent permitted under applicable lawLaw, indemnify and hold harmless, harmless each present and former director, officer officer, employee, fiduciary and agent of the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"“Company Indemnified Parties”) against any costs all Damages paid or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission in such person’s capacity as an officer, director, employee, fiduciary or agent, whether occurring before or after the Effective Time. In the event of any such claim, action, suit, proceeding or investigation, (i) PalEx the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesCompany Indemnified Parties, which counsel shall be reasonably satisfactory to PalExthe Surviving Corporation, promptly after statements therefor are received, received and (ii) PalEx will the Surviving Corporation shall cooperate in the defense of any such matter; provided, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or however, that the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld, delayed or conditioned); and provided, further, that neither the Company nor the Surviving Corporation shall be obligated pursuant to this Section 6.04(a) to pay the fees and expenses of more than one counsel for all Company Indemnified Parties in any single action except to the extent that two or more of such Company Indemnified Parties shall have conflicting interests in the outcome of such action; and provided, further, that in the event that any claim for indemnification is asserted or made within such six (6) year period, all rights to indemnification in respect of such claim shall continue until the disposition of such claim. From the Effective Time until the time specified in Section 3.03(j) for distribution of the General Indemnification Escrow Fund, the General Indemnification Escrow Fund shall be the sole and exclusive source of funds available to pay any amounts payable by the Surviving Corporation under this Section 6.04(a) and, until such time, Parent shall be entitled to submit Claim Notices pursuant to Section 7.03 for any amounts actually paid by it pursuant to this Section 6.04(a). Thereafter, the Surviving Corporation shall continue to be obligated under this Section 6.04(a), provided that its aggregate obligations under this Section 6.04(a) shall, for amounts not paid from the General Indemnification Escrow Fund, not exceed $1,000,000.

Directors’ and Officers’ Indemnification. (a) After From and after the Effective TimeClosing, PalEx shallBuyer shall cause the Transferred Companies to (i) indemnify and hold harmless all past and present directors, officers and employees of the Transferred Companies other than Retained Employees (collectively, the “D&O Indemnified Parties”) against any and all Losses incurred in connection with any Action arising out of or pertaining to acts or omissions of any such D&O Indemnified Party, who is or was a director, officer or employee of any Transferred Company or is or was serving at the request of any Seller or Transferred Company as a director, officer or employee of any other Person (other than any Seller or any Affiliate thereof), occurring at or prior to the Closing, whether asserted or claimed before, at or after the Closing (including such acts or omissions occurring in connection with this Agreement, the Ancillary Documents and the consummation of the Closing), and provide promptly advancement of reasonable expenses to the D&O Indemnified Parties (after receipt by the Transferred Companies from a D&O Indemnified Party of a proper request therefor including an undertaking by such D&O Indemnified Party to repay such legal and other fees and expenses paid in advance if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such D&O Indemnified Party is not entitled to be indemnified), in all such cases to the greatest extent that the D&O Indemnified Parties have the right to be indemnified or have expenses advanced by any Transferred Company pursuant to its organizational documents in existence on the date hereof and indemnification agreements, if any, in existence on the date hereof and listed on Seller Disclosure Schedule 6.18(a), and (ii) without limitation of clause (i), to the fullest extent permitted under by applicable lawLaw, indemnify include and hold harmlesscause to be maintained in effect the provisions regarding elimination of liability of directors, each present and former directorindemnification of and advancement of expenses to directors, officer officers and agent of employees equivalent to those contained in the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event organizational documents of any such claim, action, suit, proceeding or investigation (whether arising before or after Transferred Company in existence on the Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld)date hereof.

Directors’ and Officers’ Indemnification. (a) After The Acquiror shall cause the Effective TimeSurviving Corporation and its Subsidiaries to indemnify, PalEx shalldefend and hold harmless each person who is now, or has been at any time prior to the fullest extent permitted under applicable lawdate hereof or who becomes prior to the Closing Date, indemnify and hold harmless, each present and former director, an officer and agent or director of the Company or any of its Subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"“D&O Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs or and expenses (including reasonable attorneys attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) arising out of or relating to any threatened or actual Action based in whole or in part on or arising out of or relating in whole or in part to the fact that such person is or was a director or officer of the Company or any of its Subsidiaries whether pertaining to any matter existing or occurring at or prior to the Closing Date and whether asserted or claimed prior to, or at or after, the Closing Date (the “D&O Indemnified Liabilities”), judgmentsincluding all D&O Indemnified Liabilities based in whole or in part on, fines, losses, claims, damages, liabilities and amounts paid or arising in settlement whole or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising part out of, or relating to this Agreement or the transactions contemplated hereby, in connection with any action or omission of PalEx occurring prior each case to the Effective Time full extent (includingbut only to such extent) the Company or its Subsidiaries, without limitationas applicable, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at is permitted under the request or for the benefit Laws of the Company). In state of its jurisdiction of incorporation to indemnify its own directors or officers (and the event Acquiror shall, or shall cause the Surviving Corporation and its Subsidiaries to, pay expenses in advance of the final disposition of any such claim, action, suit, action or proceeding or investigation (whether arising before or after to each D&O Indemnified Party to the Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected extent permitted by the indemnified partiesLaws of the Company or its Subsidiaries’ jurisdiction of incorporation, which counsel shall be reasonably satisfactory as applicable, upon receipt from the insured party for whom expenses are paid of any undertaking to PalExrepay such amounts required under applicable Law). The parties hereto agree that all rights to indemnification hereunder, promptly after statements therefor are received, (ii) PalEx will cooperate including provisions relating to advances of expenses incurred in the defense of any such matteraction or suit, and (iii) any determination required to be made existing in favor of the D&O Indemnified Parties with respect to whether an indemnified party's conduct complies with matters occurring through the standards set forth under Closing Date, shall continue in full force and effect for a period of not less than six years from the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may beClosing Date; provided, and the indemnified party; PROVIDED, HOWEVERhowever, that PalEx all rights to indemnification in respect of any D&O Indemnified Liabilities asserted or made within such period shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld)continue until the disposition of such D&O Indemnified Liabilities.

Directors’ and Officers’ Indemnification. (a) After From and after the Effective Time, PalEx shallthe Surviving Corporation shall indemnify, defend and hold harmless each person who is now, who has been at any time prior to the fullest extent permitted under applicable lawdate of this Agreement or who becomes prior to the Effective Time, indemnify and hold harmless, each present and former director, an officer and agent or director of Marquee or any of the Company Marquee Subsidiaries, or an employee of Marquee or any of the Marquee Subsidiaries who acts as a fiduciary under any employee benefit plan of Marquee or any of the Marquee Subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIESIndemnified Parties") against any costs or all losses, expenses (including reasonable attorneys attorneys' fees), judgments, fines, losses, claims, damages, liabilities and or amounts that are paid in settlement of, or otherwise in connection with with, any threatened or actual claim, action, suit, proceeding or investigationinvestigation (a "Claim"), whether civilbased in whole or in part on or arising in whole or in part out of the fact that the Indemnified Party (or the person controlled by the Indemnified Party) is or was a director, criminal, administrative officer or investigative, such an employee of Marquee or any of the Marquee Subsidiaries and pertaining to any matter existing or arising out of, relating to of actions or in connection with any action omissions occurring at or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts any Claim arising out of this Agreement or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the CompanyTransactions). In the event of any such claim, actionwhether asserted or claimed prior to, suit, proceeding or investigation (whether arising before at or after the Effective Time), (i) PalEx shall pay in each case to the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth fullest extent permitted under the DGCL or other applicable statutes and PalEx's Delaware Law or the Surviving Corporation's respective Certificates Certificate of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may beand Bylaws, and shall pay any expenses, as incurred, in advance of the indemnified partyfinal disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under Delaware Law or the Surviving Corporation's Certificate of Incorporation and Bylaws; PROVIDEDprovided, HOWEVERhowever, that PalEx the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). Without limiting the foregoing, in the event any such claim is brought against any of the Indemnified Parties, such Indemnified Parties may retain counsel (including local counsel) satisfactory to them and which shall be reasonably satisfactory to SFX, and the Surviving Corporation shall pay all fees and expenses of such counsel for such Indemnified Parties. The Indemnified Parties as a group shall retain only one law firm (plus appropriate local counsel) to represent them with respect to each such Claim unless there is, as determined by counsel to the Indemnified Parties, under applicable standards of professional conduct, a conflict or a reasonable likelihood of a conflict on any significant issue between the positions of any two or more Indemnified Parties, in which event each such Indemnified Party shall be entitled to retain separate legal counsel at the expense of the Surviving Corporation. SFX hereby unconditionally and irrevocably guarantees the full and prompt payment and performance of any and all of the Surviving Corporation's obligations under this Agreement. The indemnification provisions in the Surviving Corporation's Certificate of Incorporation and Bylaws shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any matter that would affect adversely the rights thereunder of any Indemnified Party, unless such modification shall be required by Delaware Law.

Directors’ and Officers’ Indemnification. (a) After In the Effective Time, PalEx shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer and agent event of the Company (each, together with such person's heirs, executors any threatened or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual claim, action, suit, proceeding or investigation, whether civil, criminalcriminal or administrative (each, administrative a “Proceeding”), in which any Person who is now, or investigativehas been at any time prior to the Closing, a director, officer or Affiliate of the Company or any of its Subsidiaries (the “D&O Indemnified Persons”) is, or is threatened to be, made a party or witness thereto based in whole or in part on the fact that such Person is or was a director, officer or Affiliate of the Company or any of its Subsidiaries, whether in any case asserted or arising out ofbefore, relating on or after the Closing, the Company and its Subsidiaries shall indemnify and hold harmless such D&O Indemnified Person from and against any and all losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses in advance of the final disposition of any Proceeding to or each D&O Indemnified Person to the fullest extent permitted by law), judgments, fines and amounts paid in settlement incurred in connection with any action or omission arising out of PalEx occurring prior such Proceeding to the Effective Time (includingextent set forth in any Company Organizational Document, without limitationorganizational documentation of any Subsidiary or as otherwise required by any Legal Requirements in effect as of the date hereof. Notwithstanding anything contained herein to the contrary, acts or omissions in connection with such persons serving as an officer, director no event shall the preceding sentence or other fiduciary in any entity if such service was at the request or for the benefit indemnification obligation of the Company). In Company or any of its Subsidiaries to indemnify the event of D&O Indemnified Persons restrict, limit or otherwise affect any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory Buyer Indemnified Party’s rights to PalEx, promptly after statements indemnification therefor are received, (ii) PalEx will cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards as set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld)in this Agreement.

Directors’ and Officers’ Indemnification. (a) After From and after the Effective TimeClosing, PalEx Buyer shall, to the fullest extent permitted under and shall cause each Transferred Entity to, except as otherwise required by applicable lawLaw, indemnify indemnify, defend and hold harmless, each present and former director, officer and agent all of the Company respective past and present directors and officers of Seller and the Plastics Business Subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"“D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement all Losses incurred in connection with any claim, action, suit, proceeding or investigationAction, whether civil, criminal, administrative or investigative, arising out of, relating to of or in connection with any action or omission of PalEx occurring prior pertaining to the Effective Time fact that such D&O Indemnified Party is or was a director or officer of Seller, any Transferred Entity or any other Plastics Business Subsidiary or is or was serving at the request of Seller, any Transferred Entity or any other Plastics Business Subsidiary as a director or officer of any other Person, whether asserted or claimed before, at or after the Closing (including, without limitation, including with respect to acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for Transaction Agreements and the benefit consummation of the Company). In the event of any such claimTransactions, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of any such matter, and (iii) any determination required to be made but not with respect to whether an indemnified party's conduct complies acts or omissions primarily in connection with the standards set forth under Merger Agreement and the DGCL or other applicable statutes and PalEx's or consummation of the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may beMerger) (a “D&O Indemnifiable Claim”), and provide advancement of D&O Expenses to the indemnified party; PROVIDEDD&O Indemnified Parties in connection with any D&O Indemnifiable Claim to the fullest extent permitted by applicable Law, HOWEVERincluding pursuant to any certificate of incorporation, that PalEx shall not bylaws, other comparable organizational documents and indemnification agreements, if any, in existence before the Closing, and cause to be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld).maintained in effect the provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors, officers and employees comparable to those contained in the certificates of incorporation, bylaws and other comparable organizational documents of Seller, the Transferred Entities and the other Plastics Business Subsidiaries, as applicable, as of the Agreement Date. For the purposes of this Agreement, “

Directors’ and Officers’ Indemnification. (a) After the Effective Time, PalEx The Buyer shall, and shall cause the Company and its Subsidiaries to, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the fullest extent permitted under applicable lawdate hereof or who becomes prior to the Closing Date, indemnify and hold harmless, each present and former director, an officer and agent or director of the Company or any of its Subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"“D&O Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs or and expenses (including reasonable attorneys attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) arising out of or relating to any threatened or actual Action based in whole or in part on or arising out of or relating in whole or in part to the fact that such person is or was a director or officer of the Company or any of its Subsidiaries whether pertaining to any matter existing or occurring at or prior to the Closing Date and whether asserted or claimed prior to, or at or after, the Closing Date (the “D&O Indemnified Liabilities”), judgmentsincluding all D&O Indemnified Liabilities based in whole or in part on, finesor arising in whole or in part out of, lossesor relating to this Agreement or the transactions contemplated hereby, claimsin each case to the full extent a corporation is permitted under applicable Law to indemnify its own directors or officers (and the Buyer shall, damagesor shall cause the Company and its Subsidiaries to, liabilities and amounts paid pay expenses in settlement advance of the final disposition of any such action or proceeding to each D&O Indemnified Party). Without limiting the foregoing, in connection with the event any such claim, action, suit, proceeding or investigationinvestigation is brought against any D&O Indemnified Party (whether arising before or after the Closing Date), whether civil, criminal, administrative or investigative, arising out of, relating (i) the D&O Indemnified Party may retain counsel satisfactory to or in connection with any action or omission of PalEx occurring prior it and reasonably satisfactory to the Effective Time (includingBuyer, without limitationand the Buyer shall, acts or omissions in connection with shall cause the Company and its Subsidiaries to, pay all fees and expenses of such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or counsel for the benefit of D&O Indemnified Party promptly as statements therefor are received and (ii) the Buyer, the Company), its Subsidiaries and each D&O Indemnified Party will use all reasonable efforts to assist in the defense of any such matter; provided, that neither the Company, any of its Subsidiaries nor the Buyer shall be liable for any settlement effected without its prior written consent, which consent shall not be unreasonably withheld. In Any D&O Indemnified Party wishing to claim indemnification under this Section 5.12 shall promptly notify the event Buyer upon learning of any such claim, action, suit, proceeding or investigation (whether arising before or after but the Effective Timefailure so to notify shall not relieve a party from any liability which it may have under this Section 5.12 except to the extent such failure prejudices such party). The parties hereto agree that all rights to indemnification hereunder, (i) PalEx shall pay the reasonable fees and including provisions relating to advances of expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate incurred in the defense of any such matteraction or suit, and (iii) any determination required to be made existing in favor of the D&O Indemnified Parties with respect to whether an indemnified party's conduct complies with matters occurring through the standards set forth under Closing Date shall continue in full force and effect for a period of not less than six years from the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may beClosing Date; provided, and the indemnified party; PROVIDED, HOWEVERhowever, that PalEx all rights to indemnification in respect of any D&O Indemnified Liabilities asserted or made within such period shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld)continue until the disposition of such D&O Indemnified Liabilities.

Directors’ and Officers’ Indemnification. (a) After 1. The indemnification provisions of the articles of incorporation and bylaws of the Company as in effect at the Effective Time 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 thereunder of individuals who at the Effective Time were directors, officers, employees or agents of the Company. Without limiting Section 5.11(a), after the Effective Time, PalEx the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer officer, employee and agent of the Company or any of its subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTYIndemnified Party" and collectively, the "INDEMNIFIED PARTIESIndemnified Parties") against any costs or expenses (including reasonable attorneys attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativeinvestigative (collectively, "Costs and Expenses"), arising out of, relating to or in connection with (i) any action or omission of PalEx occurring or alleged to occur prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company)) or (ii) the Merger and the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement or the events and developments between Parent and the Company leading up to this Agreement. In Any Indemnified Party hereunder will (1) give prompt notice to the event Surviving Corporation of any such claim, action, suit, proceeding or investigation (whether arising before claim which arises from or after the Effective TimeTime with respect to which it seeks indemnification and (2) permit the Surviving Corporation to assume the defense of such claim with counsel reasonably satisfactory to a majority of the Indemnified Parties. In connection with the selection of counsel to represent the Indemnified Parties in connection with clause (2) above, the Surviving Corporation shall propose counsel to represent the Indemnified Parties. The applicable Indemnified Parties shall have the right to approve such counsel, but such approval shall not be unreasonably withheld. If the proposed counsel is not approved, the Surviving Corporation shall continue to propose counsel until counsel is approved by the applicable Indemnified Parties. Any Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless: (x) the Surviving Corporation has agreed, in writing, to pay such fees or expenses; (y) the Surviving Corporation shall have failed to assume the defense of such claim after the receipt of notice from the Indemnified Party as required above and failed to employ counsel reasonably satisfactory to a majority of the Indemnified Parties or (z) based upon advice of counsel to such Indemnified Party and concurrence therewith by counsel for the group of Indemnified Parties in such matter, there shall be one or more defenses available to such Indemnified Party that are not available to the Surviving Corporation or there shall exist conflicts of interest between such Indemnified Party and the Surviving Corporation or the other Indemnified Parties (in which case, if the Indemnified Party notifies the Surviving Corporation in writing that such Indemnified Party elects to employ separate counsel at the expense of the Surviving Corporation, the Surviving Corporation shall not have the right to assume the defense of such claim on behalf of such Indemnified Party), (i) PalEx shall pay in each of which events the reasonable fees and expenses of such counsel selected by the indemnified parties, (which counsel shall be reasonably satisfactory acceptable to PalExthe Surviving Corporation) shall be at the expense of the Surviving Corporation. If the Surviving Corporation or Parent or any of their successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, promptly after statements therefor are received, or (ii) PalEx will cooperate transfers all or substantially all of its properties and assets to any person, then and in the defense of any each such mattercase, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws proper provision shall be made by independent legal counsel acceptable to PalEx so that the successors and assigns of the Surviving Corporation or Parent shall assume the obligations of the Surviving Corporation or the Parent, as the case may be, set forth in this Section 5.11. For a period of six years after the Effective Time, Parent shall cause to be maintained or shall cause the Surviving Corporation to maintain in effect the current policies of directors' and officers' liability insurance maintained by the Company and its subsidiaries (provided that Parent may substitute therefor policies of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the Indemnified Parties, and which coverages and amounts shall be no less than the coverages and amounts provided at that time for Parent's directors and officers) with respect to matters arising on or before the Effective Time; provided, however, that Parent and the indemnified party; PROVIDED, HOWEVER, that PalEx Surviving Corporation shall not be liable required to expend in any year an amount in excess of 125% of the annual aggregate premiums currently paid by the Company for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Parent and the Surviving Corporation shall be obligated to obtain a policy with the best coverage available, in the reasonable judgment of the Parent's board of directors, for a cost not exceeding such amount. The indemnification rights of the Indemnified Parties granted under (i) this Agreement, (ii) the Articles and Bylaws of the Surviving Corporation, as amended, and (iii) the CBCA, are the only indemnification rights available to the Indemnified Parties and supersede any settlement effected without its written consent (which consent other rights to indemnification under any other agreement. The provisions of this Section 5.11 shall survive the consummation of the Merger and expressly are intended to benefit and be binding upon each of the Indemnified Parties. Parent hereby fully and unconditionally guarantees the performance of the Surviving Company's obligations under Sections 5.11(a)-(c). This guaranty is a guaranty of payment and not be unreasonably withheld)performance.

Directors’ and Officers’ Indemnification. (a) After From and after the Effective Time, PalEx Parent and Surviving Corporation shall, to the fullest extent permitted under not prohibited by applicable law, indemnify indemnify, defend and hold harmlessharmless each person who is now, each present and former directoror has been at any time prior to the date hereof, officer and agent or who becomes prior to the Effective Time, an officer, director or employee of the Company or any of its Subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") against any costs or (i) all losses, expenses (including reasonable attorneys feesattorneys' fees and expenses), judgments, fines, losses, claims, damagesdamages or liabilities or, liabilities and subject to the proviso of the next succeeding sentence, amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativesettlement, arising out of, relating to of actions or in connection with any action omissions occurring at or omission of PalEx occurring prior to the Effective Time (includingand whether asserted or claimed prior to, without limitationat or after the Effective Time) that are, acts in whole or omissions in connection part, based on or arising out of the fact that such person is or was a director, officer or employee of the Company or any of its Subsidiaries or served as a fiduciary under or with respect to any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries ("INDEMNIFIED LIABILITIES"), and (ii) all Indemnified Liabilities to the extent they are based on or arise out of or pertain to the transactions contemplated by this Agreement. Without limitation to clauses (i) and (ii), Parent and the Surviving Corporation shall, to the fullest extent not prohibited by applicable law, indemnify, defend and hold harmless, and provide advancement of expenses to, all past and present officers, directors and employees of the Company and its Subsidiaries (in all of their capacities) to the same extent such persons serving are indemnified or have the right to advancement of expenses as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof (each of which indemnification agreements is listed on Schedule 7.10(a)). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time)Indemnified Liability, (i) PalEx Parent and Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesIndemnified Parties, which counsel shall be reasonably satisfactory to PalExParent, promptly after statements therefor are receivedreceived and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, (ii) PalEx will Parent shall cooperate in the defense of any such matter, matter and (iii) any determination required to be made with respect to whether an indemnified partyIndemnified Party's conduct complies with the standards set forth under applicable law and the DGCL certificate of incorporation or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or Byby-Laws laws shall be made by independent legal counsel mutually acceptable to PalEx as the case may be, Parent and the indemnified partyIndemnified Party; PROVIDEDprovided, HOWEVERhowever, that PalEx Parent and the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheldwithheld or delayed). In the event that any Indemnified Party is required to bring any action to enforce rights or to collect moneys due under this Agreement and is successful in such action, Parent and the Surviving Corporation shall reimburse such Indemnified Party for all of its expenses in bringing and pursuing such action including, without limitation, reasonable attorneys' fees and costs. In addition, from and after the Effective Time, directors and officers of the Company who become directors or officers of Parent will be entitled to indemnification under Parent's certificate of incorporation and by-laws, as the case may be, as the same may be amended from time to time in accordance with their terms and applicable law.

Directors’ and Officers’ Indemnification. (a) After Subject to Section 6.5(h), without limiting any additional rights that any Person may have under any Company Plan, from the Effective TimeClosing Date through the sixth (6th) anniversary of the date of the Closing Date, PalEx shalleach of Buyer, to the fullest extent permitted under applicable law, Company and the Blocker shall indemnify and hold harmless, harmless each present (as of immediately prior to the Closing) and former officer, director, officer and agent manager, agent, employee or fiduciary of Blocker, the Company and their Subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" the “Indemnified Individuals”) from and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, finesall claims, losses, claimsLiabilities, damages, liabilities Judgments, inquiries, fines and amounts paid in settlement reasonable fees, costs and expenses, including attorneys’ fees and disbursements (“Losses”), incurred in connection with any claim, action, suit, proceeding Proceeding or investigation, whether civil, criminal, administrative or investigative, arising out ofof or pertaining to (i) the fact that the Indemnified Individual is or was an officer, relating to director, manager, agent, employee, fiduciary or in connection with any action agent of Blocker, the Company or omission of PalEx their Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time Closing (includingincluding this Agreement and the other Transactions and actions contemplated hereby), without limitationwhether asserted or claimed prior to, acts at or omissions after the Closing, to the fullest extent permitted under applicable Law. Subject to Section 6.5(h), in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding Proceeding or investigation, (x) each Indemnified Individual will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, Proceeding or investigation from Buyer or the Company within ten (whether arising before 10) Business Days of receipt by Buyer or after the Effective TimeCompany from the Indemnified Individual of a request therefor, (y) neither Buyer nor the Company, Blocker or their Subsidiaries shall settle, compromise or consent to the entry of any Judgment in any Proceeding or threatened action, suit, Proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Individual hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Individual from all Liability arising out of such action, suit, Proceeding, investigation or claim or such Indemnified Individual otherwise consents, and (iz) PalEx the Company and Blocker shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld).