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

Directors’ and Officers’ Indemnification. (a) From and after the Closing, Buyer will cause the Company and its Subsidiaries to, and the Company will, indemnify, defend, and hold harmless each person or entity that is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director or limited liability company manager of the Company or any of its Subsidiaries (the “D & O Indemnified Parties”), against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs, and expenses (including reasonable 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 claim, action, suit, proceeding, or investigation 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, officer, or limited liability company manager 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”), in each case to the full extent a corporation or limited liability company is permitted under applicable Law to indemnify its own directors, officers, or limited liability company managers, and Buyer will cause the Company and its Subsidiaries to, and the Company and its Subsidiaries will, pay expenses in advance of the final disposition of any such action or proceeding to each D&O Indemnified Party. Without limiting the foregoing, from and after the Closing, in the event any such claim, action, suit, proceeding, or 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 Buyer will cause the Company and its Subsidiaries to, and the Company and its Subsidiaries will, pay all fees and expenses of such counsel for the D&O Indemnified Party promptly as statements therefore are received, and (ii) Buyer will cause the Company and its Subsidiaries to, and the Company and its Subsidiaries will, use all reasonable efforts to assist in the vigorous defense of any such matter, and the Seller Indemnifying Parties will cause each D&O Indemnified Party to use all reasonable efforts to assist in the vigorous defense of any such matter. Any D&O Indemnified Party wishing to claim indemnification under this Section 5.11 will notify Buyer and the Company upon learning of any such claim, action, suit, proceeding, or investigation (but the failure so to notify will not relieve a party from any liability which it may have under this Section 5.11 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 or suit, existing in favor of the D&O Indemnified Parties with respect to matters occurring through the Closing Date will 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 will continue until the disposition of such D&O Indemnified Liabilities.

Directors’ and Officers’ Indemnification. (a) From Parent shall, and after the Closing, Buyer will shall cause the Company Surviving Corporation and its Subsidiaries to, (i) honor all indemnification agreements relating to any director or officer that are in effect as of the date hereof and the Company will, (ii) otherwise indemnify, defend, defend and hold harmless each person or entity that who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or a director or limited liability company manager officer of the Company or any of its Subsidiaries (the “D & O D&O Indemnified Parties”), ) against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs, costs and expenses (including reasonable actual attorneys’ fees, costs, costs and other out-of-pocket expenses incurred in investigating, preparing, preparing or defending the foregoing) arising out of or relating to any threatened or actual claim, action, suit, proceeding, proceeding or investigation based in as a whole or in part on or arising out of or relating in as a whole or in part to the fact that such person is or was a director, officer, director or limited liability company manager officer of the Company or any of its Subsidiaries Subsidiaries, or a trustee (or the like) of any Option Plan, 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 D&O Indemnified Liabilities”), including all D&O Indemnified Liabilities based as a whole or in part on, or arising as a whole or in part out of, or relating to this Agreement or the transactions contemplated hereby, in each case to the full and maximum extent a corporation or limited liability company is permitted under applicable Law to indemnify its own directors, officersdirectors or officers (and Parent shall, or limited liability company managers, and Buyer will shall cause the Company Surviving Corporation and its Subsidiaries to, and the Company and its Subsidiaries will, pay expenses in advance of the final disposition of any such action or proceeding to each D&O Indemnified Party. Without limiting the foregoing, from and after the Closing, in the event any such claim, action, suit, proceeding, or 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 Buyer will cause the Company and its Subsidiaries to, and the Company and its Subsidiaries will, pay all fees and expenses of such counsel for the D&O Indemnified Party promptly as statements therefore are received, and (ii) Buyer will cause the Company and its Subsidiaries to, and the Company and its Subsidiaries will, use all reasonable efforts to assist in the vigorous defense of any such matter, and the Seller Indemnifying Parties will cause each D&O Indemnified Party to use all reasonable efforts to assist in the vigorous defense of any such matter. Any D&O Indemnified Party wishing to claim indemnification under this Section 5.11 will notify Buyer and the Company upon learning of any such claim, action, suit, proceeding, or investigation (but the failure so to notify will not relieve a party from any liability which it may have under this Section 5.11 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 or suit, existing in favor of the D&O Indemnified Parties with respect to matters occurring through the Closing Date will 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 will continue until the disposition of such D&O Indemnified Liabilities.

Directors’ and Officers’ Indemnification. (a) From and after the ClosingClosing Date, Buyer will cause the Company and its Subsidiaries to, and the Company willshall, indemnify, defend, defend and hold harmless each person or entity that any Person who is now, or has been at any time prior to the date hereof October 8, 1997, or who becomes prior to the Closing Date, an officer or director (the "Indemnified Party") of the Company and its Subsidiaries against all losses, claims, damages, liabilities, costs and expenses (including attorneys' fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or limited liability company manager threatened action, suit, claim, proceeding or investigation (each a "Claim") to the extent that any such Claim is based on, or arises out of, (i) the fact that such Person is or was, or took or failed to take any action as, a director, officer, employee or agent of the Company or any of its Subsidiar- 39 41 ies or is or was serving at the request of the Company or any of its Subsidiaries (the “D & O Indemnified Parties”), against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs, and expenses (including reasonable 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 claim, action, suit, proceeding, or investigation 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 as a director, officer, employee or limited liability company manager agent of the Company another corporation, partnership, joint venture, trust or other enterprise, or (ii) this Agreement, or any of its Subsidiaries whether pertaining the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter existing or fact arising, existing, or occurring at or prior to or at the Closing Date and Date, regardless of whether such Claim is asserted or claimed prior to, or at or after, after the Closing Date (the “D & O Indemnified Liabilities”)Date, in each case to the full extent a corporation or limited liability company is permitted under applicable Law Pennsylvania law or the Company's articles of incorporation and by-laws in effect on October 8, 1997, including provisions relating to indemnify its own directors, officers, or limited liability company managers, and Buyer will cause advancement of expenses incurred in the Company and its Subsidiaries to, and the Company and its Subsidiaries will, pay expenses in advance of the final disposition defense of any such action or proceeding to each D&O Indemnified Partysuit. Without limiting the foregoing, in the event any Indemnified Party becomes involved in any capacity in any Claim, then, from and after the ClosingClosing Date, the Company shall periodically advance to such Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event any of a final non-appealable determination by a court of competent jurisdiction that such claim, action, suit, proceeding, or 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 Buyer will cause the Company and its Subsidiaries to, and the Company and its Subsidiaries will, pay all fees and expenses of such counsel for the D&O Indemnified Party promptly as statements therefore are received, and (ii) Buyer will cause the Company and its Subsidiaries to, and the Company and its Subsidiaries will, use all reasonable efforts to assist in the vigorous defense of any such matter, and the Seller Indemnifying Parties will cause each D&O Indemnified Party to use all reasonable efforts to assist in the vigorous defense of any such matter. Any D&O Indemnified Party wishing to claim indemnification under this Section 5.11 will notify Buyer and the Company upon learning of any such claim, action, suit, proceeding, or investigation (but the failure so to notify will is not relieve a party from any liability which it may have under this Section 5.11 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 or suit, existing in favor of the D&O Indemnified Parties with respect to matters occurring through the Closing Date will 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 will continue until the disposition of such D&O Indemnified Liabilitiesentitled thereto.

Directors’ and Officers’ Indemnification. (a) From The Company shall, and from and after the ClosingEffective Time, Buyer will cause the Company and its Subsidiaries to, Parent and the Company willSurviving Corporation (each, an "INDEMNIFYING PARTY") shall, indemnify, defend, defend and hold harmless each person or entity that who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing DateEffective Time, an officer or officer, director or limited liability company manager employee of the Company or any of its Subsidiaries (collectively, the “D & O Indemnified Parties”), "INDEMNIFIED PARTIES") against any and (i) all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penaltiesdamages, costs, and expenses expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the Indemnifying Party (including reasonable attorneys’ fees, costs, and other out-of-pocket expenses incurred in investigating, preparing, or defending the foregoingwhich approval shall not be unreasonably withheld) arising out of or relating to in connection with any threatened or actual claim, action, suit, proceeding, proceeding or investigation based in whole or in part on or arising out of or relating in whole or in part to out of the fact that such person is or was a director, officer, officer or limited liability company manager employee of the Company and arising out of actions or any of its Subsidiaries whether pertaining to any matter existing or omissions, occurring at or prior to the Closing Date Effective Time and whether asserted or claimed prior to, or at or after, the Closing Date Effective Time ("INDEMNIFIED LIABILITIES") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the “D & O transactions contemplated hereby; PROVIDED, that in the case of clauses (i) and (ii) above, each Indemnifying Party shall only be required to indemnify an Indemnified Liabilities”), in each case Party pursuant to this Section 5.9 to the full extent a corporation or limited liability company is permitted under applicable Law the law of the state of incorporation of the Indemnifying Party to indemnify its own directors, officersofficers and employees, or limited liability company managers, and Buyer will cause as the Company and its Subsidiaries to, case may be (and the Company Parent and its Subsidiaries willthe Surviving Corporation, as the case may be, will pay expenses in advance of the final disposition of any such action or proceeding to each D&O Indemnified Party. Without limiting the foregoing, from and after the Closing, in the event any such claim, action, suit, proceeding, or 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 Buyer will cause the Company and its Subsidiaries to, and the Company and its Subsidiaries will, pay all fees and expenses of such counsel for the D&O Indemnified Party promptly as statements therefore are received, and (ii) Buyer will cause the Company and its Subsidiaries to, and the Company and its Subsidiaries will, use all reasonable efforts to assist in the vigorous defense of any such matter, and the Seller Indemnifying Parties will cause each D&O Indemnified Party to use all reasonable efforts to assist in the vigorous defense full extent permitted by law upon receipt of any such matter. Any D&O Indemnified Party wishing to claim indemnification under this Section 5.11 will notify Buyer and the Company upon learning of any such claim, action, suit, proceeding, undertaking required or investigation (but the failure so to notify will not relieve a party from any liability which it may have under this Section 5.11 except to the extent such failure prejudices such partycontemplated by applicable law). 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 will 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 will continue until the disposition of such D&O Indemnified Liabilities.

Directors’ and Officers’ Indemnification. (a) From and after In the Closingcase of any threatened or actual Claim or Legal Proceeding, Buyer will cause including any such Claim or Legal Proceeding by or in the right of the Company and or any of its Subsidiaries toSubsidiaries, and in which any individual who is as of the Company will, indemnify, defend, and hold harmless each person Closing Date or entity that is now, or has been was at any time prior to the date hereof thereto an officer, director, manager, employee or who becomes prior to the Closing Date, an officer or director or limited liability company manager agent of the Company or any of its Subsidiaries (collectively, the “D & O D&O Indemnified Parties”), against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs, and expenses (including reasonable attorneys’ fees, costs, and other out-of-pocket expenses incurred in investigating, preparing) is, or defending the foregoing) arising out is threatened to be, made a party by reason of or relating to any threatened or actual claim, action, suit, proceeding, or investigation based in whole or in part on or arising out of or relating in whole or in part to the fact that such person he or she is or was was, prior to the Closing Date, a director, officer, manager, employee or limited liability company manager agent of the Company or any of its Subsidiaries whether pertaining to any matter existing or occurring at is or was, prior to the Closing Date and whether asserted Date, serving as a director, officer, manager, employee or claimed prior toagent of another corporation, partnership, joint venture, trust or other enterprise at or after, the Closing Date (the “D & O Indemnified Liabilities”), in each case to the full extent a corporation or limited liability company is permitted under applicable Law to indemnify its own directors, officers, or limited liability company managers, and Buyer will cause request of the Company and or any of its Subsidiaries toSubsidiaries, and the Company and its Subsidiaries willwhether such Claim or Legal Proceeding arises before, pay expenses in advance of the final disposition of any such action or proceeding to each D&O Indemnified Party. Without limiting the foregoing, from and after the Closing, in the event any such claim, action, suit, proceeding, or investigation is brought against any D&O Indemnified Party (whether arising before on or after the Closing Date), Purchaser shall, and shall cause the Company following the Closing to, indemnify and hold harmless, to the fullest extent permitted by Law, each such D&O Indemnified Party against any Losses and amounts paid in settlement in connection with any such Claim or Legal Proceeding. In the case of any such Claim or Legal Proceeding (whether arising before, on or after the Closing Date) with respect to which Purchaser or the Company is required to provide indemnification hereunder, (i) Purchaser may, at its election, assume the defense of such matter; provided, however, that if Purchaser or the Company fails to assume such defense or, under applicable standards of professional conduct, there exists a conflict of interest on any significant issue between Purchaser and the Company, on the one hand, and any of the D&O Indemnified Party Parties, on the other hand, the D&O Indemnified Parties may retain counsel satisfactory to it them, and Buyer will cause Purchaser or the Company and its Subsidiaries to, and the Company and its Subsidiaries will, shall pay all fees and expenses reasonable Expenses of such counsel for the D&O Indemnified Party Parties promptly as statements therefore therefor are received, received and (ii) Buyer will Purchaser shall, and shall cause the Company and its Subsidiaries to, and the Company and use its Subsidiaries will, use all commercially reasonable efforts to assist in the vigorous defense of any such matter, and the Seller Indemnifying Parties will cause each D&O Indemnified Party to use all reasonable efforts to assist in the vigorous defense of any such matter. Any D&O Indemnified Party wishing to claim indemnification under this Section 5.11 will notify Buyer and the Company upon learning of any such claim, action, suit, proceeding, or investigation (but the failure so to notify will not relieve a party from any liability which it may have under this Section 5.11 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 or suit, existing in favor of the D&O Indemnified Parties with respect to matters occurring through the Closing Date will continue in full force and effect for a period of not less than six years from the Closing Date; provided, however, that all rights neither Purchaser nor the Company, as the case may be, shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld). After the Closing Date, Purchaser guarantees the performance by the Company of its obligations under this Section 7.10. Notwithstanding anything in this Agreement to indemnification in respect of the contrary, nothing herein shall require Purchaser or the Company to indemnify or hold harmless any D&O Indemnified Liabilities asserted Party against a Claim or made within such period will continue until the disposition of Legal Proceeding initiated against such D&O Indemnified LiabilitiesParty by Seller or any of its Affiliates. The provisions of this paragraph (a) shall terminate and be of no further force or effect following the date that is the six-year anniversary of the Closing Date, except to the extent that they apply to any Claims asserted or Legal Proceedings commenced prior to such date.

Directors’ and Officers’ Indemnification. (a) From and after the Closing, Buyer Purchaser agrees that it will cause the Company and its Subsidiaries to, and the Company will, indemnify, defend, to continue to indemnify and hold harmless each person or entity that is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an present and former director and officer or director or limited liability company manager of the Company or any of its Subsidiaries (the “D & O D&O Indemnified Parties”), ) against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs, and costs or expenses (including reasonable attorneys’ fees), costsjudgments, and other out-of-pocket expenses fines, losses, claims, damages or Liabilities incurred in investigating, preparing, or defending the foregoing) arising out of or relating to connection with any threatened or actual claim, action, suit, proceedingproceeding or investigation, whether civil, criminal, administrative or investigation investigative, based in whole or in part on or arising out of or relating related in whole or in part to the fact that such person is or was a director, officer, director or limited liability company manager officer of the Company or any of its Subsidiaries whether pertaining to any matter existing or occurring at prior to, on or prior to after, the Closing Date and whether asserted or claimed prior to, or at on or after, the Closing Date (the “D & O D&O Indemnified Liabilities”), including all D&O Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or related to, this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, in each case case, to the full extent a corporation currently provided for in the Company’s articles of incorporation or limited liability company is permitted under applicable Law to indemnify its own directors, officers, bylaws or limited liability company managersany other written agreements of the Company that provide indemnification of, and Buyer will cause the Company and its Subsidiaries expense reimbursement to, and the Company and its Subsidiaries will, pay expenses in advance of the final disposition of any such action or proceeding to each D&O Indemnified Party. Without limiting the foregoing, from and after the Closing, in the event any such claim, action, suit, proceeding, or 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 Buyer will cause the Company and its Subsidiaries to, and the Company and its Subsidiaries will, pay all fees and expenses of such counsel for the D&O Indemnified Party promptly as statements therefore are received, and (ii) Buyer will cause the Company and its Subsidiaries to, and the Company and its Subsidiaries will, use all reasonable efforts to assist in the vigorous defense of any such matter, and the Seller Indemnifying Parties will cause each D&O Indemnified Party to use all reasonable efforts to assist in the vigorous defense of any such matter. Any D&O Indemnified Party wishing to claim indemnification under this Section 5.11 will notify Buyer and the Company upon learning of any such claim, action, suit, proceeding, or investigation (but the failure so to notify will not relieve a party from any liability which it may have under this Section 5.11 except to the extent such failure prejudices such party)Parties. The parties hereto agree that all rights to indemnification hereunder, including including, without limitation, 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 will shall continue in full force and effect for a period of not less than six ending on the earlier of (a) that date which is three (3) years from the Closing Date or (b) the date that Purchaser and/or its Affiliates no longer own or control a majority of the outstanding voting stock of the Company, but in the case of subsection (b) only if the then majority owner of the Company has agreed to and has in fact assumed the obligations of Purchaser in this Section 4.6(a) (the “Termination Date”); provided, however, that all rights to indemnification in respect of any D&O Indemnified Liabilities asserted or made within such period will shall continue until the disposition of such D&O Indemnified Liabilities.

Directors’ and Officers’ Indemnification. (a) From and after the Closing, Buyer Parent will cause the Company Surviving Corporation and its Subsidiaries toto (including by Parent providing sufficient funds to the Surviving Corporation or the applicable Subsidiary of the Surviving Corporation), and the Company will, indemnify, defend, (i) indemnify and hold harmless each person or entity that is nowharmless, or has been at any time prior to the date hereof or who becomes prior to the Closing Dateall past and present directors, an officer or director or limited liability company manager officers and Employees of the Company or any of its Subsidiaries (the “D & O Indemnified Parties”in all of their capacities), against all fiduciaries under any Company Plans and all losseseach other Person who, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs, and expenses (including reasonable attorneys’ fees, costs, and other out-of-pocket expenses incurred in investigating, preparing, at the request or defending for the foregoing) arising out of or relating to any threatened or actual claim, action, suit, proceeding, or investigation 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, officer, or limited liability company manager benefit of the Company or any of its Subsidiaries is or was serving as a director or officer of any other Person (collectively, the “D&O Indemnified Parties”) against any and all costs, expenses (including attorney’s fees and expenses and disbursements), judgments, fines, losses, claims, damages or Liabilities incurred in connection with any claim, Proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that such D&O Indemnified Party is or was a director, officer or Employee of any matter existing of the Company or occurring one or more of its Subsidiaries or a fiduciary under any Company Plan or is or was serving at the request of the Company or prior to the Closing Date and any of its Subsidiaries as a director, officer or Employee of any other Person whether asserted or claimed prior to, or at or after, after the Closing Date (including with respect to acts or omissions occurring in connection with this Agreement and the “D & O consummation of the transactions contemplated hereby), and provide advancement of expenses to the D&O Indemnified Liabilities”Parties (within 10 days of receipt by Parent or the Surviving Corporation or any of its Subsidiaries from a D&O Indemnified Party of a request therefor), in each case all such cases to the full greatest extent that such Persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company or any of its Subsidiaries pursuant to the Company and its Subsidiaries’ certificates of incorporation, bylaws, other comparable organizational documents and indemnification agreements, if any, in existence on the date of this Agreement, (ii) without limitation to clause (i), to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation and its Subsidiaries’ (or any of their successors’) certificates of incorporation, bylaws and other comparable organizational documents for a corporation or limited liability company is permitted under applicable Law to indemnify its own period of six years after the Closing, the current provisions regarding elimination of Liability of directors, officersand indemnification of and advancement of expenses to directors, or limited liability company managersofficers and Employees of the Company and its Subsidiaries, contained in the certificates of incorporation, bylaws and Buyer will cause other comparable organizational documents of the Company and its Subsidiaries toand (iii) not settle, and compromise or consent to the Company and its Subsidiaries will, pay expenses in advance of the final disposition entry of any such action judgment in any Proceeding or proceeding to each D&O Indemnified Party. Without limiting the foregoing, from threatened Proceeding (and after the Closing, in the event any such claim, action, suit, proceeding, or investigation is brought against any which indemnification could be sought by a D&O Indemnified Party (whether arising before or after the Closing Datehereunder), (i) the D&O Indemnified Party may retain counsel satisfactory to it and Buyer will cause the Company and its Subsidiaries tounless such settlement, and the Company and its Subsidiaries will, pay all fees and expenses of such counsel for the D&O Indemnified Party promptly as statements therefore are received, and (ii) Buyer will cause the Company and its Subsidiaries to, and the Company and its Subsidiaries will, use all reasonable efforts to assist in the vigorous defense of any such matter, and the Seller Indemnifying Parties will cause each D&O Indemnified Party to use all reasonable efforts to assist in the vigorous defense of any such matter. Any D&O Indemnified Party wishing to claim indemnification under this Section 5.11 will notify Buyer and the Company upon learning of any such claim, action, suit, proceeding, compromise or investigation (but the failure so to notify will not relieve a party from any liability which it may have under this Section 5.11 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 or suit, existing in favor of the D&O Indemnified Parties with respect to matters occurring through the Closing Date will 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 will continue until the disposition consent includes an unconditional release of such D&O Indemnified LiabilitiesParty from all Liability arising out of such Proceeding or such D&O Indemnified Party otherwise consents in writing, and cooperates in the defense of such Proceeding or threatened Proceeding.

Directors’ and Officers’ Indemnification. (a) From and after the ClosingEffective Time, Buyer will cause the Company and its Subsidiaries to, Parent and the Company willSurviving Corporation, indemnifyjointly and severally, defend, shall indemnify and hold harmless each person present and former director, officer, manager or entity that is now, or has been managing director of the Company and each Subsidiary of the Company and each such Person who served at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director or limited liability company manager request of the Company or any Subsidiary of its Subsidiaries the Company as a director, officer, trustee, partner or fiduciary of another corporation, partnership, joint venture, trust, pension or other Employee Benefit Plan or enterprise (collectively, the “D & O Company Indemnified Parties”), ) against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs, costs and expenses (including including, without limitation, reasonable attorneys’ fees), costsjudgments, fines, losses, claims, damages, liabilities and other out-of-pocket expenses incurred settlement amounts paid in investigating, preparing, or defending the foregoing) arising out of or relating to connection with any threatened or actual claim, action, suit, proceeding, Proceeding or investigation 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, officer, or limited liability company manager 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”), in each case to the full extent a corporation or limited liability company is permitted under applicable Law to indemnify its own directors, officers, or limited liability company managers, and Buyer will cause the Company and its Subsidiaries to, and the Company and its Subsidiaries will, pay expenses in advance of the final disposition of any such action or proceeding to each D&O Indemnified Party. Without limiting the foregoing, from and after the Closing, in the event any such claim, action, suit, proceeding, or investigation is brought against any D&O Indemnified Party (whether arising before or after the Closing DateEffective Time), whether civil, administrative or investigative, arising out of or pertaining to any action or omission solely in their capacities as directors, officers, managers, managing directors, trustees, partners, fiduciaries, employees or agents, in each case occurring at or before the Effective Time (including, without limitation, the Merger and the Transactions), in each case, to the fullest extent permitted by Applicable Law; provided that the foregoing obligation of Parent and the Surviving Corporation shall not apply to any claim against a Company Indemnified Party arising from a knowing or willful act of such Person that either (i) the D&O Indemnified Party may retain counsel satisfactory to it and Buyer will cause the Company and its Subsidiaries toconstituted a felony, and the Company and its Subsidiaries will, pay all fees and expenses of such counsel for the D&O Indemnified Party promptly as statements therefore are received, and or (ii) Buyer will cause constituted fraud. The foregoing shall not under any circumstances apply to indemnify and hold harmless the Company and its Subsidiaries to, and the Company and its Subsidiaries will, use all reasonable efforts to assist in the vigorous defense of any such matter, and the Seller Indemnifying Parties will cause each D&O Indemnified Party to use all reasonable efforts to assist in the vigorous defense of any such matter. Any D&O Indemnified Party wishing to claim indemnification under this Section 5.11 will notify Buyer and the Company upon learning of any such claim, action, suit, proceeding, or investigation (but the failure so to notify will not relieve a party from any liability which it may have under this Section 5.11 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 or suit, existing in favor of the D&O Indemnified Parties with respect against any indemnification claims that such Company Indemnified Parties are otherwise obligated to matters occurring through the Closing Date will continue in full force and effect for a period of not less than six years from the Closing Date; provided, however, that all rights satisfy pursuant to indemnification in respect of any D&O Indemnified Liabilities asserted or made within such period will continue until the disposition of such D&O Indemnified LiabilitiesSection 10.01.

Directors’ and Officers’ Indemnification. (a) From and after the ClosingCompany Merger Effective Time, Buyer will the Parent Entities shall, and shall cause the Surviving Company and its Subsidiaries the Surviving Partnership to, and to the Company willfullest extent permitted by applicable Law, indemnify, defend, defend and hold harmless each person current or entity that is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or former director or limited liability company manager officer of the Company or any of its the Company Subsidiaries and each fiduciary under benefit plans of the Company or any of the Company Subsidiaries (each an "Indemnified Party" and collectively, the “D & O "Indemnified Parties”), ") against any and (i) all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs, and expenses (including reasonable attorneys’ fees' fees and expenses), costsjudgments, and other out-of-pocket expenses incurred fines, claims, actions, suits, damages or liabilities or, subject to the proviso of the next sentence, amounts paid in investigating, preparing, or defending the foregoing) arising out of or relating to settlement in connection with any threatened or actual claim, action, suit, proceedingproceeding or investigation, whether civil, criminal, administrative or investigation based in whole or in part on or investigative, arising out of actions or relating omissions occurring at or prior to the Company Merger Effective Time (and whether asserted or claimed prior to, at or after the Company Merger Effective Time), including in whole connection with the consideration, negotiation and approval of this Agreement, to the extent that they are based on or in part to arise out of the fact that such person is or was a director, officerofficer or fiduciary under benefit plans, including payment on behalf of or limited liability company manager of the Company or any of its Subsidiaries whether pertaining to any matter existing or occurring at or prior advancement to the Closing Date Indemnified Party of any expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement (the "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, whether asserted or claimed prior to, or at or after, the Closing Date (the “D & O Indemnified Liabilities”), in each case to the full extent a corporation or limited liability company is permitted under applicable Law to indemnify its own directors, officers, or limited liability company managers, and Buyer will cause the Company and its Subsidiaries to, and the Company and its Subsidiaries will, pay expenses in advance of the final disposition of any such action or proceeding to each D&O Indemnified Party. Without limiting the foregoing, from and after the Closing, in the event any such claim, action, suit, proceeding, or 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 Buyer will cause the Company and its Subsidiaries toMerger Effective Time, and including any expenses incurred in enforcing such person's rights under this Section 5.8(a); 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 its Subsidiaries will, (y) none of the Surviving Company or the Surviving Partnership shall be obligated under this Section 5.8(a) to pay all the fees and expenses of such more than one legal counsel (selected by a plurality of the applicable Indemnified Parties) for the D&O all Indemnified Party promptly as statements therefore are received, and (ii) Buyer will cause the Company and its Subsidiaries to, and the Company and its Subsidiaries will, use all reasonable efforts Parties in any jurisdiction with respect to assist in the vigorous defense of any such matter, and the Seller Indemnifying Parties will cause each D&O Indemnified Party to use all reasonable efforts to assist in the vigorous defense of any such matter. Any D&O Indemnified Party wishing to claim indemnification under this Section 5.11 will notify Buyer and the Company upon learning of any such claim, action, suit, proceeding, or investigation (but the failure so to notify will not relieve a party from any liability which it may have under this Section 5.11 single legal action except to the extent such failure prejudices such party). The parties hereto agree that all rights to indemnification hereunderthat, including provisions relating to advances of expenses incurred in defense on the advice of any such action Indemnified Party's counsel, two or suit, existing in favor more of the D&O such Indemnified Parties with respect shall have conflicting interests in the outcome of such action. In the event of any such loss, expense, claim, damage or liability (whether or not asserted before the Company Merger Effective Time), the Surviving Company or the Surviving Partnership, as applicable, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties promptly, and in any event within ten (10) days, after statements therefor are received and otherwise advance to matters occurring through such Indemnified Party upon request, reimbursement of documented expenses reasonably incurred (provided that, if required by applicable Law, the Closing Date will continue in full force person to whom expenses are advanced provides an undertaking to repay such advance if it is determined by a final and effect for non-appealable judgment of a period court of competent jurisdiction that such person is not less than six years from the Closing Date; provided, however, that all rights legally entitled to indemnification in respect of any D&O Indemnified Liabilities asserted or made within such period will continue until the disposition of such D&O Indemnified Liabilitiesunder applicable Law).

Directors’ and Officers’ Indemnification. (a) From and after the ClosingEffective Time, Buyer will cause the Company and its Subsidiaries to, and the Company will, JEI shall indemnify, defend, defend and hold harmless each person or entity that who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing DateEffective Time, an officer or a director or limited liability company manager officer of the Company CRC or any of its the CRC Acquired Subsidiaries (the “D & O "Indemnified Parties”), ") against any and (i) all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penaltiesdamages, costs, and expenses (including reasonable attorneys’ ' fees), costsliabilities, judgments, and other out-of-pocket expenses settlement amounts that are paid or incurred in investigating, preparing, or defending the foregoing) arising out of or relating to connection with any threatened or actual claim, action, suit, proceeding, or investigation based in whole (whether civil, criminal, administrative 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, officer, or limited liability company manager of the Company or any of its Subsidiaries whether pertaining to any matter existing or occurring at or prior to the Closing Date investigative and whether asserted or claimed prior to, at, or after the Effective Time) that is (x) based in whole or in part on, or arises in whole or in part out of, the fact that such Indemnified Party is or was a director or officer of CRC or any of the CRC Acquired Subsidiaries, (y) relates to or arises out of an action or omission occurring at or after, prior to the Closing Date Effective Time relating to the Acquired Businesses (the “D & O "Indemnified Liabilities”"), and (z) is asserted on or before the third anniversary of the Effective Time and (ii) all Indemnified Liabilities which are asserted on or before the third anniversary of the Effective Time based in whole or in part on, or arising in whole or in part out of or pertaining to, this Agreement or the transactions contemplated hereby, including, without limitation, any statement or omission in the Registration Statement or the Joint Proxy Statement, in each case to the full fullest extent a corporation or limited liability company is permitted under applicable Law to indemnify its own directors, officers, employees or limited liability company managersagents, and Buyer will cause as the Company and its Subsidiaries tocase may be, and the Company and its Subsidiaries willunder Nevada law; provided, pay expenses in advance of the final disposition however, that JEI shall not be liable for any settlement of any such action or proceeding to each D&O Indemnified Partyclaim effected without its written consent, which consent shall not be unreasonably withheld. Without limiting the foregoing, from and after the Closing, in the event that any such claim, action, suit, proceeding, or investigation is brought against any D&O Indemnified Party (whether arising before prior to or after the Closing DateEffective Time), (iw) JEI will pay expenses in advance of the final disposition of any such claim, action, suit, proceeding, or investigation to each Indemnified Party to the full extent permitted by applicable law, provided that the person to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such person is not entitled to indemnification; (x) the D&O Indemnified Party may Parties shall retain counsel reasonably satisfactory to it and Buyer will cause the Company and its Subsidiaries to, and the Company and its Subsidiaries will, JEI; (y) JEI shall pay all reasonable fees and expenses of such counsel for the D&O Indemnified Party Parties (subject to the final sentence of this paragraph) promptly as statements therefore therefor are received, ; and (iiz) Buyer will cause the Company and its Subsidiaries to, and the Company and its Subsidiaries will, JEI shall use all reasonable efforts to assist in the vigorous defense of any such matter, and the Seller Indemnifying Parties will cause each D&O Indemnified Party to use all commercially reasonable efforts to assist in the vigorous defense of any such matter. Any D&O Indemnified Party wishing to claim indemnification under this Section 5.11 will notify Buyer and the Company 3.06, upon learning of any such claim, action, suit, proceeding, or investigation (investigation, shall notify JEI, but the failure to so to notify will JEI shall not relieve a party it from any liability which it may have under this Section 5.11 paragraph except to the extent such failure irreparably 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 as a group may retain only one law firm to represent them with respect to matters occurring through each such matter unless there is a conflict of defenses or positions among the Closing Date will continue Indemnified Parties (including any impleaded parties), in full force which case the Indemnified Parties who have a conflict shall each have the right to retain one separate counsel, reasonably satisfactory to JEI, and effect JEI shall be responsible for a period the reasonable fees and expenses 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 each such period will continue until the disposition of such D&O Indemnified Liabilitiescounsel.