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

Directors’ and Officers’ Indemnification. (a) From and after the Effective Time, the Company agrees that it shall, and shall cause the Surviving Corporation to, indemnify and hold harmless each present and former director, officer and employee of Pubco and its Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Pubco or any of its Subsidiaries, as the case may be, would have been permitted under applicable Law and their applicable certificate of incorporation and bylaws in effect on the date hereof to indemnify such Person (including promptly advancing expenses as incurred to the fullest extent permitted under such certificate of incorporation and bylaws). The Company shall cause Pubco and its Subsidiaries (i) to maintain for a period of not less than six years from the Effective Time provisions in their respective certificate of incorporation and bylaws (or similar organizational documents) concerning the indemnification and exculpation (including provisions relating to expense advancement) of Pubco’s and its Subsidiaries’ respective former and current officers, directors, employees and agents that are no less favorable to those Persons than the provisions of the certificate of incorporation and bylaws of Pubco and its Subsidiaries, as applicable, in each case, as of the date hereof and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

Directors’ and Officers’ Indemnification. (a) From and after the Effective TimeClosing Date, the Company Parent agrees that it shallwill (or, and shall as applicable, will cause the Surviving Corporation to, ) (i) indemnify and hold harmless each present and former directorharmless, officer and employee of Pubco and its Subsidiaries against any costs or expenses (including reasonable attorneys’ attorney's fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out and provide advancement of expenses to, all past and present directors, officers, employees and agents of the Company and its Subsidiaries (in all of their capacities) (A) to the same extent such persons are indemnified or pertaining have the right to matters existing advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's amended and restated certificate of incorporation, bylaws and indemnification agreements in existence on the date of this Agreement with any directors, officers and employees of the Company and its Subsidiaries and (B) without limitation to clause (A), to the fullest extent permitted by law, in each case for acts or occurring omissions at or prior to the Effective TimeClosing Date (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), whether asserted or claimed prior to, at or after (ii) include and cause to be maintained in effect in the Effective Time, to the fullest extent that Pubco Company's (or any of its Subsidiaries, as the case may be, would have been permitted under applicable Law and their applicable successor's) certificate of incorporation and bylaws in effect on the date hereof to indemnify such Person (including promptly advancing expenses as incurred to the fullest extent permitted under such certificate of incorporation and bylaws). The Company shall cause Pubco and its Subsidiaries (i) to maintain for a period of not less than six years from after the Effective Time Closing Date, the current provisions in their respective certificate regarding elimination of incorporation and bylaws (or similar organizational documents) concerning the liability of directors, indemnification and exculpation (including provisions relating to expense advancement) of Pubco’s and its Subsidiaries’ respective former and current officers, directors, directors and employees and agents that are no less favorable to those Persons than advancement of expenses contained in the provisions of the amended and restated certificate of incorporation and bylaws of Pubco and its Subsidiaries, as applicable, in each case, as of the date hereof Company and (iiiii) not cause to amendbe maintained for a period of six years after the Closing Date the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company or replacement policies providing substantially similar coverage provided, repeal or otherwise modify however, that neither Parent nor the Surviving Corporation shall be required to pay a premium to maintain such provisions policies in any respect that would adversely affect excess of $800,000 in the rights of those Persons thereunder, in each case, except as required by Lawaggregate.

Directors’ and Officers’ Indemnification. (a) From and after Following the Effective TimeClosing, the articles of association of the Company, SPAC, New SPAC, and Irish Holdco shall not be amended, repealed or otherwise modified with respect to indemnification, advancement or expense reimbursement for a period of six (6) years from the Closing in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing, were directors, officers, employees, fiduciaries or agents of the Company, SPAC, New SPAC or Irish Holdco (as applicable), unless such modification shall be required by applicable Law. Irish Holdco further agrees that with respect to the provisions of the articles or limited liability company agreements of the Company Subsidiaries relating to indemnification, advancement or expense reimbursement, such provisions shall not 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 individuals who, at or prior to the Closing, were directors, officers, employees, fiduciaries or agents of such Company Subsidiary, unless such modification shall be required by applicable Law. For a period of six (6) years from the Closing, Irish Holdco agrees that it shall, and shall cause the Surviving Corporation to, indemnify and hold harmless each present and former directordirector and officer of the Company, officer SPAC, New SPAC and employee of Pubco and its Subsidiaries Irish Holdco against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective TimeClosing, whether asserted or claimed prior to, at or after the Effective TimeClosing, to the fullest extent that Pubco the Company, SPAC, New SPAC or any of its Subsidiaries, Irish Holdco (as the case may be, applicable) would have been permitted under applicable Law and their applicable certificate the organizational documents of incorporation and bylaws the Company, SPAC, New SPAC or Irish Holdco (as applicable) in effect on the date hereof of this Agreement to indemnify such Person (including promptly the advancing of expenses as incurred to the fullest extent permitted under such certificate of incorporation and bylawsapplicable Law). The Company shall cause Pubco and its Subsidiaries (i) to maintain for a period of not less than six years from the Effective Time provisions in their respective certificate of incorporation and bylaws (or similar organizational documents) concerning the indemnification and exculpation (including provisions relating to expense advancement) of Pubco’s and its Subsidiaries’ respective former and current officers, directors, employees and agents that are no less favorable to those Persons than the provisions of the certificate of incorporation and bylaws of Pubco and its Subsidiaries, as applicable, in each case, as of the date hereof and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

Directors’ and Officers’ Indemnification. (a) Buyer’s Certificate of Incorporation and bylaws and OpCo’s Certificate of Formation and OpCo LLCA shall each contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the Company Certificate of Formation as of the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. From and after the Effective Time, the Company Buyer agrees that it shall, and shall cause the Surviving Corporation to, indemnify and hold harmless each present and former director, director and officer and employee of Pubco and its Subsidiaries the Company against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, Time whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Pubco or any of its Subsidiaries, as the case may be, Company would have been permitted under applicable Law and their applicable certificate Law, the Company Certificate of incorporation and bylaws Formation in effect on the date hereof of this Agreement to indemnify such Person (including promptly the advancing of expenses as incurred to the fullest extent permitted under such certificate of incorporation and bylawsapplicable Law). The Company shall cause Pubco and its Subsidiaries (i) Buyer further agrees that with respect to maintain for a period the provisions of not less than six years from the Effective Time provisions in their respective certificate of incorporation and bylaws (or similar organizational documents) concerning of the indemnification and exculpation (including provisions Company Subsidiaries relating to indemnification, advancement or expense advancementreimbursement, such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of Pubco’s and its Subsidiaries’ respective former and current individuals who, at or prior to the Effective Time, were directors, officers, directorsemployees, employees and fiduciaries or agents that are no less favorable to those Persons than the provisions of the certificate of incorporation and bylaws of Pubco and its Subsidiariessuch Company Subsidiary, as applicable, in each case, as of the date hereof and (ii) not to amend, repeal or otherwise modify unless such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as modification shall be required by applicable Law.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation of the Surviving Corporation and the operating agreement of the Surviving Entity shall each contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the Company Charter and its bylaws, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. From and after the Effective Time, the Company GX agrees that it shall, and shall cause the Surviving Corporation to, indemnify and hold harmless each present and former director, director and officer and employee of Pubco and its Subsidiaries the Company against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, Time whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Pubco or any of its Subsidiaries, as the case may be, Company would have been permitted under applicable Law and their applicable certificate of incorporation and bylaws Law, the Company Charter in effect on the date hereof of this Agreement to indemnify such Person person (including promptly the advancing of expenses as incurred to the fullest extent permitted under such applicable Law). GX further agrees that with respect to the provisions of the bylaws and certificate of incorporation and bylaws). The or limited liability company agreement, as applicable, of the Company Subsidiaries relating to indemnification, advancement or expense reimbursement, such provisions shall cause Pubco and its Subsidiaries (i) to maintain not be amended, repealed or otherwise modified for a period of not less than six years from the Effective Time provisions in their respective certificate any manner that would affect adversely the rights thereunder of incorporation and bylaws (individuals who, at or similar organizational documents) concerning prior to the indemnification and exculpation (including provisions relating to expense advancement) of Pubco’s and its Subsidiaries’ respective former and current Effective Time, were directors, officers, directorsemployees, employees and fiduciaries or agents that are no less favorable to those Persons than the provisions of the certificate of incorporation and bylaws of Pubco and its Subsidiariessuch Company Subsidiary, as applicable, in each case, as of the date hereof and (ii) not to amend, repeal or otherwise modify unless such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as modification shall be required by applicable Law.

Directors’ and Officers’ Indemnification. (a) 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 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 individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. From and after the Effective Time, the Company Apex agrees that it shall, and shall cause the Surviving Corporation to, indemnify and hold harmless each present and former director, director and officer of the Company and employee of Pubco and its Subsidiaries Apex against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Pubco the Company or any of its Subsidiaries, as the case may be, Apex would have been permitted under applicable Law and their applicable certificate of incorporation and bylaws Law, the Company Group Organizational Documents or any director indemnification agreement or employment agreement in effect on the date hereof of this Agreement to indemnify such Person person (including promptly the advancing of expenses as incurred to the fullest extent permitted under such certificate of incorporation and bylawsapplicable Law). The Apex further agrees that with respect to the provisions of the Company Group Organizational Documents relating to indemnification, advancement or expense reimbursement, such provisions shall cause Pubco and its Subsidiaries (i) to maintain not be amended, repealed or otherwise modified for a period of not less than six years from the Effective Time provisions in their respective certificate any manner that would affect adversely the rights thereunder of incorporation and bylaws (individuals who, at or similar organizational documents) concerning prior to the indemnification and exculpation (including provisions relating to expense advancement) of Pubco’s and its Subsidiaries’ respective former and current Effective Time, were directors, officers, directorsemployees, employees and fiduciaries or agents that are no less favorable to those Persons than the provisions of the certificate of incorporation and bylaws of Pubco and its Subsidiariesany Company Group Member, as applicable, in each case, as of the date hereof and (ii) not to amend, repeal or otherwise modify unless such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as modification shall be required by applicable Law.

Directors’ and Officers’ Indemnification. (a) The memorandum and articles of association of the Surviving Corporation and the operating agreement of the Surviving Entity shall each contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the Company Charter, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. From and after the Effective Time, the Company HCAC agrees that it shall, and shall cause the Surviving Corporation to, indemnify and hold harmless each present and former director, director and officer and employee of Pubco and its Subsidiaries the Company against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, Time whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Pubco or any of its Subsidiaries, as the case may be, Company would have been permitted under applicable Law and their applicable certificate of incorporation and bylaws Law, the Company Charter in effect on the date hereof of this Agreement to indemnify such Person person (including promptly the advancing of expenses as incurred to the fullest extent permitted under such certificate of incorporation and bylawsapplicable Law). The HCAC further agrees that with respect to the provisions of the bylaws or limited liability company agreements of the Company Subsidiaries relating to indemnification, advancement or expense reimbursement, such provisions shall cause Pubco and its Subsidiaries (i) to maintain not be amended, repealed or otherwise modified for a period of not less than six years from the Effective Time provisions in their respective certificate any manner that would affect adversely the rights thereunder of incorporation and bylaws (individuals who, at or similar organizational documents) concerning prior to the indemnification and exculpation (including provisions relating to expense advancement) of Pubco’s and its Subsidiaries’ respective former and current Effective Time, were directors, officers, directorsemployees, employees and fiduciaries or agents that are no less favorable to those Persons than the provisions of the certificate of incorporation and bylaws of Pubco and its Subsidiariessuch Company Subsidiary, as applicable, in each case, as of the date hereof and (ii) not to amend, repeal or otherwise modify unless such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as modification shall be required by applicable Law.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to 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 individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. From and after the Effective Time, the Company Novus agrees that it shall, and shall cause the Surviving Corporation to, indemnify and hold harmless each present and former director, director and officer and employee of Pubco and its Subsidiaries the Company against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Pubco or any of its Subsidiaries, as the case may be, Company would have been permitted under applicable Law and their applicable certificate of incorporation and bylaws Law, the Company Group Organizational Documents or any director indemnification agreement or employment agreement in effect on the date hereof of this Agreement to indemnify such Person person (including promptly the advancing of expenses as incurred to the fullest extent permitted under such certificate of incorporation and bylawsapplicable Law). The Novus further agrees that with respect to the provisions of the Company Group Organizational Documents relating to indemnification, advancement or expense reimbursement, such provisions shall cause Pubco and its Subsidiaries (i) to maintain not be amended, repealed or otherwise modified for a period of not less than six years from the Effective Time provisions in their respective certificate any manner that would affect adversely the rights thereunder of incorporation and bylaws (individuals who, at or similar organizational documents) concerning prior to the indemnification and exculpation (including provisions relating to expense advancement) of Pubco’s and its Subsidiaries’ respective former and current Effective Time, were directors, officers, directorsemployees, employees and fiduciaries or agents that are no less favorable to those Persons than the provisions of the certificate of incorporation and bylaws of Pubco and its Subsidiariesany Company Group Member, as applicable, in each case, as of the date hereof and (ii) not to amend, repeal or otherwise modify unless such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as modification shall be required by applicable Law.

Directors’ and Officers’ Indemnification. (a) From and after the Effective TimeClosing Date until the sixth (6th) anniversary of the Closing Date, the Company agrees that it shallPurchaser shall indemnify, and shall cause the Surviving Corporation to, indemnify defend and hold harmless each present and former directorthe individuals who on or prior to the Closing Date were directors, officer and employee officers, employees or agents of Pubco and the Company or any of its Subsidiaries against with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or any costs of its Subsidiaries at any time prior to the Closing Date, to the same extent such directors, officers, employees or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages agents were entitled to indemnification prior to the Closing Date. Purchaser agrees that all rights of such Persons to indemnification and exculpation from liabilities for acts or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at or prior to the Effective Time, whether asserted Closing Date as provided in the respective certificate of incorporation or claimed prior to, at bylaws or after comparable organizational documents of the Effective Time, to the fullest extent that Pubco Company or any of its SubsidiariesSubsidiaries as now in effect, as and any indemnification agreements or arrangements of the case may be, would have been permitted under applicable Law and their applicable certificate Company or any of incorporation and bylaws in effect on the date hereof to indemnify such Person (including promptly advancing expenses as incurred to the fullest extent permitted under such certificate of incorporation and bylaws). The Company shall cause Pubco and its Subsidiaries (i) to maintain for a period of not less than six years from the Effective Time provisions in their respective certificate of incorporation and bylaws (or similar organizational documents) concerning the indemnification and exculpation (including provisions relating to expense advancement) of Pubco’s and its Subsidiaries’ respective former and current officers, directors, employees and agents that are no less favorable to those Persons than the provisions set forth on Section 6.13 of the certificate of incorporation Company Disclosure Schedule, shall survive the Closing Date and bylaws of Pubco shall continue in full force and its Subsidiarieseffect in accordance with their terms. Such rights shall not be amended, as applicable, in each case, as of the date hereof and (ii) not to amend, repeal or otherwise modify such provisions modified in any respect manner that would adversely affect the rights of those Persons thereunder, in each case, except as such indemnitees unless such modification is required by applicable Law. In addition, Purchaser shall pay any expenses of any such indemnitee under this Section 6.13, as incurred to the same extent such indemnitee was entitled to payment of expenses prior to the Closing Date, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law.

Directors’ and Officers’ Indemnification. (a) From The Organizational Documents of the Surviving Company and after Navitas Ireland shall contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the Organizational Documents 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 individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. LOKB further agrees that with respect to the provisions of the Organizational Documents of the Company Subsidiaries 105 relating to indemnification, advancement or expense reimbursement, such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of such Company Subsidiary, unless such modification shall be required by applicable Law. For a period of six (6) years from the Effective Time, LOKB agrees that it shall, and shall cause the Surviving Corporation to, indemnify and hold harmless each present and former director, director and officer and employee of Pubco and its Subsidiaries the Company against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Pubco or any of its Subsidiaries, as the case may be, Company would have been permitted under applicable Law and their applicable certificate Law, the Organizational Documents of incorporation and bylaws the Company in effect on the date hereof of this Agreement to indemnify such Person person (including promptly the advancing of expenses as incurred to the fullest extent permitted under such certificate of incorporation and bylawsapplicable Law). The Company shall cause Pubco and its Subsidiaries (i) to maintain for a period of not less than six years from the Effective Time provisions in their respective certificate of incorporation and bylaws (or similar organizational documents) concerning the indemnification and exculpation (including provisions relating to expense advancement) of Pubco’s and its Subsidiaries’ respective former and current officers, directors, employees and agents that are no less favorable to those Persons than the provisions of the certificate of incorporation and bylaws of Pubco and its Subsidiaries, as applicable, in each case, as of the date hereof and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

Directors’ and Officers’ Indemnification. (a) From The certificate of incorporation and after bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to 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 individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. Spartan further agrees that with respect to the provisions of the bylaws or limited liability company agreements of the Company Subsidiaries relating to 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 individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of such Company Subsidiary, unless such modification shall be required by applicable Law. For a period of six years from the Effective Time, Spartan agrees that it shall, and shall cause the Surviving Corporation to, indemnify and hold harmless each present and former director, director and officer and employee of Pubco and its Subsidiaries the Company against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Pubco or any of its Subsidiaries, as the case may be, Company would have been permitted under applicable Law and their applicable certificate Law, the Company Certificate of incorporation and Incorporation or the bylaws of the Company in effect on the date hereof of this Agreement to indemnify such Person person (including promptly the advancing of expenses as incurred to the fullest extent permitted under such certificate of incorporation and bylawsapplicable Law). The Company shall cause Pubco and its Subsidiaries (i) to maintain for a period of not less than six years from the Effective Time provisions in their respective certificate of incorporation and bylaws (or similar organizational documents) concerning the indemnification and exculpation (including provisions relating to expense advancement) of Pubco’s and its Subsidiaries’ respective former and current officers, directors, employees and agents that are no less favorable to those Persons than the provisions of the certificate of incorporation and bylaws of Pubco and its Subsidiaries, as applicable, in each case, as of the date hereof and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

Directors’ and Officers’ Indemnification. (a) The certificate of incorporation of the Surviving Corporation and the operating agreement of the Surviving Entity shall each contain provisions no less favorable with respect to indemnification, advancement or expense reimbursement than are set forth in the Company Charter and its bylaws, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by applicable Law. From and after the Effective Time, the Company Parent agrees that it shall, and shall cause the Surviving Corporation to, indemnify and hold harmless each present and former director, director and officer and employee of Pubco and its Subsidiaries the Company against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, Time whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Pubco or any of its Subsidiaries, as the case may be, Company would have been permitted under applicable Law and their applicable certificate of incorporation and bylaws the Company Charter in effect on the date hereof of this Agreement to indemnify such Person person (including promptly the advancing of expenses as incurred to the fullest extent permitted under such applicable Law). Parent further agrees that with respect to the provisions of the bylaws and certificate of incorporation and bylaws). The or limited liability company agreement, as applicable, of the Company Subsidiaries relating to indemnification, advancement or expense reimbursement, such provisions shall cause Pubco and its Subsidiaries (i) to maintain not be amended, repealed or otherwise modified for a period of not less than six (6) years from the Effective Time provisions in their respective certificate any manner that would affect adversely the rights thereunder of incorporation and bylaws (individuals who, at or similar organizational documents) concerning prior to the indemnification and exculpation (including provisions relating to expense advancement) of Pubco’s and its Subsidiaries’ respective former and current Effective Time, were directors, officers, directorsemployees, employees and fiduciaries or agents that are no less favorable to those Persons than the provisions of the certificate of incorporation and bylaws of Pubco and its Subsidiariessuch Company Subsidiary, as applicable, in each case, as of the date hereof and (ii) not to amend, repeal or otherwise modify unless such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as modification shall be required by applicable Law.