Common use of Directors and Officers Indemnity Clause in Contracts

Directors and Officers Indemnity. (a) For a period of four years from and after the Closing, Buyer shall indemnify and hold harmless each Person who has been at any time prior to the Closing an officer or director of the Company (each an “Indemnified Officer and Director” and collectively, the “Indemnified Officers and Directors”) but only to the extent that such Indemnified Officer and Director was entitled to indemnification from the Company immediately prior to the date hereof under the Organizational Documents of the Company in such Indemnified Officer and Director’s capacity as an officer or director of the Company, regardless of whether such contracts are terminated on or after the Closing. The procedures associated with such indemnification shall be the same (or in any event no less favorable to the Indemnified Officers and Directors) as those associated with the Indemnified Officer and Director’s indemnification from the Company immediately prior to the date hereof (provided, however, that Buyer shall have no obligation under any “change-in-control” or similar provisions. (b) For a period of four years from and after the Closing, Buyer shall cause the Organizational Documents of the Company to contain provisions no less favorable to the Indemnified Officers and Directors than those contained in such Organizational Documents immediately prior to the date hereof regarding indemnification and the procedures associated with such indemnification. If Buyer, the Company or any of their successors or assigns (i) consolidates with or merges with any other Person and shall not be the continuing or surviving entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in any case, proper provision shall be made so that the successors and assigns of Buyer, the Company or applicable successor or assign shall assume the obligations set forth in this Section 6.8. (c) The provisions of this Section 6.8 are intended to be for the benefit of, and shall be enforceable by, the Parties, each Indemnified Officer and Director and their respective heirs and representatives.

Directors and Officers Indemnity. (a) For a period of four years from and after the Closing, Buyer Xxxxx shall indemnify and hold harmless each Person who has been at any time prior to the Closing an officer or director of the Company (each an “Indemnified Officer and Director” and collectively, the “Indemnified Officers and Directors”) but only to the extent that such Indemnified Officer and Director was entitled to indemnification from the Company immediately prior to the date hereof under the Organizational Documents of the Company in such Indemnified Officer and Director’s capacity as an officer or director of the Company, regardless of whether such contracts are terminated on or after the Closing. The procedures associated with such indemnification shall be the same (or in any event no less favorable to the Indemnified Officers and Directors) as those associated with the Indemnified Officer and Director’s indemnification from the Company immediately prior to the date hereof (provided, however, that Buyer shall have no obligation under any “change-in-control” or similar provisions. (b) For a period of four years from and after the Closing, Buyer shall cause the Organizational Documents of the Company to contain provisions no less favorable to the Indemnified Officers and Directors than those contained in such Organizational Documents immediately prior to the date hereof regarding indemnification and the procedures associated with such indemnification. If Buyer, the Company or any of their successors or assigns (i) consolidates with or merges with any other Person and shall not be the continuing or surviving entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in any case, proper provision shall be made so that the successors and assigns of Buyer, the Company or applicable successor or assign shall assume the obligations set forth in this Section 6.8. (c) The provisions of this Section 6.8 are intended to be for the benefit of, and shall be enforceable by, the Parties, each Indemnified Officer and Director and their respective heirs and representatives.

Directors and Officers Indemnity. (a) For a period of four years Parent agrees that from and after the Closing, Buyer shall Effective Time it will or will cause the Surviving Corporation to indemnify and hold harmless each Person who has been at any time prior to the Closing an present and former director and officer or director of the Company (each an “Indemnified Officer and Director” and collectively, the “Indemnified Officers and Directors”) but only to the extent that such Indemnified Officer and Director was other persons entitled to indemnification from the Company immediately prior to the date hereof under the Organizational Documents charter and by-laws or similar organizational documents of the Company or any of its Subsidiaries as in such Indemnified Officer and Director’s capacity as an officer or director of the Company, regardless of whether such contracts are terminated effect on or after the Closing. The procedures associated with such indemnification shall be the same (or in any event no less favorable to the Indemnified Officers and Directors) as those associated with the Indemnified Officer and Director’s indemnification from the Company immediately prior to the date hereof (provided"COVERED PERSONS") against any costs or expenses (including reasonable attorneys' fees), howeverjudgments, fines, losses, claims, damages or liabilities (collectively, "COSTS") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, 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 permitted under applicable Law (and Parent shall, or shall cause the Surviving Corporation to, also advance expenses as incurred to the fullest extent permitted under applicable Law; PROVIDED, HOWEVER, that Buyer shall have no obligation if required under applicable Law, 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 Covered Person will be entitled to advancement of expenses incurred in the defense of any “change-in-control” claim, action, suit, proceeding or similar provisionsinvestigation from Parent and the Surviving Corporation within ten (10) Business Days of receipt from the Covered Party of a request therefor; PROVIDED, HOWEVER, that any person to whom expenses are advanced provides an undertaking, to the extent required by the MGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification. (b) For a period of four years from and after the Closing, Buyer Parent shall cause the Organizational Documents Surviving Corporation and all other Subsidiaries of the Company to contain provisions maintain for a period of at least six years the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company (PROVIDED that the Surviving Corporation may substitute therefor policies of at least the same coverage and amounts provided by reputable and financially sound insurance companies containing terms and conditions which are, in the aggregate, no less favorable advantageous to the Indemnified Officers and Directors than those contained insured) with respect to claims arising from facts or events that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement; PROVIDED, HOWEVER, that in no event shall the Surviving Corporation be required to pay premiums therefor in any one year in an amount in excess of 200% of the annual premiums currently paid by the Company for such Organizational Documents insurance; PROVIDED, FURTHER, that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained by the Company prior to the date hereof regarding indemnification Closing for purposes of this SECTION 5.8, which policies provide such directors and officers with coverage for an aggregate period of not less than six years with respect to claims arising from facts or events that occurred on or before the procedures associated with such indemnificationEffective Time, including in respect of the transactions contemplated by this Agreement. If Buyersuch prepaid policies have been obtained by the Company prior to the Closing, Parent shall and shall cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the Company's obligations thereunder. (c) If Parent, the Company Surviving Corporation, any of its Subsidiaries or any of their successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation or entity in of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in any each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of BuyerParent, the Company Surviving Corporation, such Subsidiary or applicable such successor or assign shall assume the obligations set forth in this Section 6.8SECTION 5.8. (cd) The provisions of this Section 6.8 are This SECTION 5.8 is intended to be for the benefit of, and shall be enforceable by, by the Parties, each Indemnified Officer and Director Covered Persons and their respective heirs heirs, executors and representativespersonal representatives and shall be binding on and enforceable against Parent, Merger Sub and the Surviving Corporation and their successors and assigns.

Directors and Officers Indemnity. (a) For a period of four years from Globix shall and after shall cause the Closing, Buyer shall Surviving Corporation to indemnify and hold harmless each present and former director and officer of NEON and other Persons entitled to indemnification ("COVERED PERSONS") under the certificate of incorporation and bylaws or similar organizational documents of NEON or any of its Subsidiaries as in effect on the date of this Agreement (the "NEON DOCUMENTS") against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, amounts paid in settlement, damages or liabilities (collectively, "COSTS") reasonably incurred in connection with any threatened, pending or completed claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, brought against a Covered Person who has been and arising out of or pertaining to matters existing or occurring with respect to NEON or any of its Subsidiaries at any time or prior to the Closing Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under the NEON Documents and applicable Law. Each Covered Person will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from Globix and the Surviving Corporation within ten (10) Business Days of receipt from the Covered Person of a request therefor to the fullest extent permitted by the DGCL and the Xxxxxxxx-Xxxxx Act of 2002; PROVIDED, HOWEVER, that any person to whom expenses are advanced provides an officer or director of the Company (each an “Indemnified Officer and Director” and collectivelyundertaking, the “Indemnified Officers and Directors”) but only to the extent required by the DGCL, to repay such advances if it is ultimately determined that such Indemnified Officer and Director was person is not entitled to indemnification from the Company immediately prior to the date hereof under the Organizational Documents of the Company in such Indemnified Officer and Director’s capacity as an officer or director of the Company, regardless of whether such contracts are terminated on or after the Closing. The procedures associated with such indemnification shall be the same (or in any event no less favorable to the Indemnified Officers and Directors) as those associated with the Indemnified Officer and Director’s indemnification from the Company immediately prior to the date hereof (provided, however, that Buyer shall have no obligation under any “change-in-control” or similar provisionsindemnification. (b) For Globix shall cause the Surviving Corporation to maintain for a period of four at least five years from policies of directors' and after officers' liability insurance and fiduciary liability insurance for the Closing, Buyer shall cause the Organizational Documents benefit of the Company Covered Persons with respect to contain provisions no less favorable claims arising from facts or events that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement, such insurance coverage to be the Indemnified Officers and Directors than those contained same coverage as in such Organizational Documents immediately effect for NEON prior to the date hereof regarding indemnification and the procedures associated with such indemnification. Effective Time. (c) If BuyerGlobix, the Company Surviving Corporation, any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation or entity in of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in any each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of BuyerGlobix, the Company Surviving Corporation, such Subsidiary or applicable such successor or assign shall assume the obligations set forth in this Section 6.85.7. (cd) The provisions This Section 5.7 shall survive the consummation of this Section 6.8 are the Merger and the Effective Time and is intended to be for the benefit of, and shall be enforceable by, by the Parties, each Indemnified Officer and Director Covered Persons and their respective heirs heirs, executors and representativespersonal representatives and shall be binding on and enforceable against Globix and the Surviving Corporation and their respective successors and assigns.

Directors and Officers Indemnity. (a) For a period of four years from and after the Closing, Buyer shall indemnify and hold harmless each Person who has been at any time prior to the Closing an officer or director of the any Company Entity (each an “Indemnified Officer and Director” and collectively, the “Indemnified Officers and Directors”) but only to the extent that such Indemnified Officer and Director was entitled to indemnification from Propel Sub immediately prior to the date hereof or from the Company immediately prior to the date hereof Closing Date under the Organizational Documents of the such Company Entity in such Indemnified Officer and Director’s capacity as an officer or director of the Companysuch Company Entity, regardless of whether such contracts are terminated on or after the Closing. The procedures associated with such indemnification shall be the same (or in any event no less favorable to the Indemnified Officers and Directors) as those associated with the Indemnified Officer and Director’s indemnification from the applicable Company Entity immediately prior to the date hereof (provided, however, that Buyer shall have no obligation under any “change-in-control” or similar provisions. (b) For a period of four years from and after the Closing, Buyer shall cause the Organizational Documents of the each Company Entity to contain provisions no less favorable to the Indemnified Officers and Directors than those contained in such Organizational Documents immediately prior to the date hereof hereof, with respect to Propel Sub, or the Closing Date, with respect to the Company, regarding indemnification and the procedures associated with such indemnification. If Buyer, any of the Company Entities or any of their successors or assigns assigns (i) consolidates with or merges with any other Person and shall not be the continuing or surviving entity in such consolidation or merger or or (ii) transfers all or substantially all of its properties and assets to any Person, then, in any case, proper provision shall be made so that the successors and assigns of Buyer, the such applicable Company Entity or applicable successor or assign shall assume the obligations set forth in this Section 6.8. (c) The provisions of this Section 6.8 are intended to be for the benefit of, and shall be enforceable by, the Parties, each Indemnified Officer and Director and their respective heirs and representatives.

Directors and Officers Indemnity. (a) For a period of four years from and after the Closing, Buyer shall indemnify and hold harmless each Person who has been at any time prior to the Closing an officer or director of the Company (each an “Indemnified Officer and Director” and collectively, the “Indemnified Officers and Directors”) but only to the extent that such Indemnified Officer and Director was entitled to indemnification from the Company immediately prior to the date hereof Closing Date under the Organizational Documents of the Company in such Indemnified Officer and Director’s capacity as an officer or director of the Company, regardless of whether such contracts are terminated on or after the Closing. The procedures associated with such indemnification shall be the same (or in any event no less favorable to the Indemnified Officers and Directors) as those associated with the Indemnified Officer and Director’s indemnification from the Company immediately prior to the date hereof (provided, however, that Buyer shall have no obligation under any “change-in-control” or similar provisions. (b) For a period of four years from and after the Closing, Buyer shall cause the Organizational Documents of the Company to contain provisions no less favorable to the Indemnified Officers and Directors than those contained in such Organizational Documents immediately prior to the date hereof Closing Date regarding indemnification and the procedures associated with such indemnification. If Buyer, the Company or any of their successors or assigns (i) consolidates with or merges with any other Person and shall not be the continuing or surviving entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in any case, proper provision shall be made so that the successors and assigns of Buyer, the Company or applicable successor or assign shall assume the obligations set forth in this Section 6.8. (c) The provisions of this Section 6.8 are intended to be for the benefit of, and shall be enforceable by, the Parties, each Indemnified Officer and Director and their respective heirs and representatives.

Directors and Officers Indemnity. (a) For a period of four years from and after the Closing, Buyer shall indemnify and hold harmless each Person who has been at any time prior to the Closing an officer or director of the any Company Entity (each an “Indemnified Officer and Director” and collectively, the “Indemnified Officers and Directors”) but only to the extent that such Indemnified Officer and Director was entitled to indemnification from the such Company Entity immediately prior to the date hereof under the Organizational Documents of the such Company Entity in such Indemnified Officer and Director’s capacity as an officer or director of the Companysuch Company Entity, regardless of whether such contracts are terminated on or after the Closing. The procedures associated with such indemnification shall be the same (or in any event no less favorable to the Indemnified Officers and Directors) as those associated with the Indemnified Officer and Director’s indemnification from the applicable Company Entity immediately prior to the date hereof (provided, however, that Buyer shall have no obligation under any “change-in-control” or similar provisionsprovisions other than as set forth in Section 6.9). (b) For a period of four years from and after the Closing, Buyer shall cause the Organizational Documents of the each Company Entity to contain provisions no less favorable to the Indemnified Officers and Directors than those contained in such Organizational Documents immediately prior to the date hereof regarding indemnification and the procedures associated with such indemnification. If Buyer, any of the Company Entities or any of their successors or assigns (i) consolidates with or merges with any other Person and shall not be the continuing or surviving entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in any case, proper provision shall be made so that the successors and assigns of Buyer, the such applicable Company Entity or applicable successor or assign shall assume the obligations set forth in this Section 6.86.7. (c) The provisions of this Section 6.8 6.7 are intended to be for the benefit of, and shall be enforceable by, the Parties, each Indemnified Officer and Director and their respective heirs and representatives.

Directors and Officers Indemnity. (a) For Each Common Equity Plan Sponsor shall cause the Reorganized Company to ensure, and the Company immediately following the Effective Date shall ensure, that all rights to indemnification now existing in favor of any individual who, at the date hereof or at the Effective Date, is a period director or officer of four years from and after any non-debtor Subsidiary of the ClosingCompany or who, Buyer shall indemnify and hold harmless each Person who has been at the request of the Company, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise of any time prior to the Closing an officer or director non-debtor Subsidiary of the Company (each an “Indemnified Officer and Director” and collectively, with such individual’s heirs, executors or administrators, the “D&O Indemnified Officers and DirectorsPersons”) but only as provided in the respective organizational or similar governing documents and indemnification agreements to the extent that such Indemnified Officer and Director was entitled to indemnification from the Company immediately prior to the date hereof under the Organizational Documents which any non-debtor Subsidiary of the Company is a party, shall survive the Effective Date and shall continue in full force and effect for a period of not less than six (6) years from the Effective Date and that the indemnification agreements and the provisions with respect to indemnification and limitations on liability set forth in such Indemnified Officer organizational or other governing documents shall not be amended, repealed or otherwise modified; provided that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and Director’s capacity as an officer all such claims. Neither the Company nor any of its Subsidiaries shall settle, compromise or director consent to the entry of the Company, regardless of whether such contracts are terminated on or after the Closing. The procedures associated with such indemnification shall be the same (or judgment in any event no less favorable to action, proceeding or investigation or threatened action, proceeding or investigation without the prior written consent of such Indemnified Officers and Directors) as those associated with the Indemnified Officer and Director’s indemnification from the Company immediately prior to the date hereof (provided, however, that Buyer shall have no obligation under any “change-in-control” or similar provisionsPerson. (b) For a period of four years from and after Prior to or at the Closing, Buyer shall cause the Organizational Documents of the Company to contain provisions no less favorable will obtain, maintain and fully pay for irrevocable “tail” insurance policies naming the D&O Indemnified Persons as direct beneficiaries with a claims period of at least six (6) years from the Closing Date from an insurance carrier with the same or better credit rating as the existing directors’ and officers’ liability insurance policies as applicable to the Indemnified Officers Company and Directors than those contained in such Organizational Documents its Subsidiaries as of immediately prior to the date hereof regarding indemnification Closing (the “Existing D&O Policies”) in an amount and scope at least as favorable in the aggregate as the Existing D&O Policies in effect immediately prior to Closing with respect to matters existing or occurring at or prior to the Closing Date. The Company will not, or will cause its Subsidiaries to not, cancel or change such insurance policies in any respect. (c) Notwithstanding any other provisions hereof, the obligations of the Common Equity Plan Sponsors and the procedures associated with Company and its Subsidiaries contained in this Section 6.14 shall be binding upon the successors and assigns of such indemnificationCommon Equity Plan Sponsors and the Company and its Subsidiaries. If Buyer, In the event the Company or any of its Subsidiaries or any of their respective successors or assigns assigns, (i) consolidates with or merges with into any other Person and shall not be the continuing or surviving entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and or assets to any Person, then, and in any each case, proper provision shall be made so that the successors and assigns of Buyer, the Company or applicable successor or assign shall assume such Subsidiary, as the case may be, honor the indemnification and other obligations set forth in this Section 6.86.14. (cd) The obligations of the Common Equity Plan Sponsors and the Company and its Subsidiaries under this Section 6.14 shall survive the Closing and shall not be terminated or modified in such a manner as to affect adversely any Indemnified Person to whom this Section 6.14 applies without the consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons to whom this Section 6.14 applies shall be third-party beneficiaries of this Section 6.14, each of whom may enforce the provisions of this Section 6.8 are intended to be for the benefit of, and shall be enforceable by, the Parties, each Indemnified Officer and Director and their respective heirs and representatives6.14).

Directors and Officers Indemnity. (a) For The Equity Commitment Parties agree to cause the Reorganized Company to ensure, and the Company immediately following the Effective Date shall ensure, that all rights to indemnification now existing in favor of any individual who, at the date hereof or at the Effective Date, is a period director or officer of four years from and after any non-debtor Subsidiary of the ClosingCompany or who, Buyer shall indemnify and hold harmless each Person who has been at the request of the Company, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise of any time prior to the Closing an officer or director non-debtor Subsidiary of the Company (each an “Indemnified Officer and Director” and collectively, with such individual’s heirs, executors or administrators, the “D&O Indemnified Officers and DirectorsPersons”) but only as provided in the respective organizational or similar governing documents and indemnification agreements to the extent that such Indemnified Officer and Director was entitled to indemnification from the Company immediately prior to the date hereof under the Organizational Documents which any non-debtor Subsidiary of the Company is a party, shall survive the Effective Date and shall continue in full force and effect for a period of not less than six (6) years from the Effective Date and that the indemnification agreements and the provisions with respect to indemnification and limitations on liability set forth in such Indemnified Officer organizational or other governing documents shall not be amended, repealed or otherwise modified; provided, that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and Director’s capacity as an officer all such claims. Neither the Company nor any of its Subsidiaries shall settle, compromise or director consent to the entry of the Company, regardless of whether such contracts are terminated on or after the Closing. The procedures associated with such indemnification shall be the same (or judgment in any event no less favorable to action, proceeding or investigation or threatened action, proceeding or investigation without the prior written consent of such Indemnified Officers and Directors) as those associated with the Indemnified Officer and Director’s indemnification from the Company immediately prior to the date hereof (provided, however, that Buyer shall have no obligation under any “change-in-control” or similar provisionsPerson. (b) For a period of four years from and after Notwithstanding any other provisions hereof, the Closing, Buyer shall cause the Organizational Documents obligations of the Equity Commitment Parties and the Company to contain provisions no less favorable to the Indemnified Officers and Directors than those its Subsidiaries contained in such Organizational Documents immediately prior to this Section 6.12 shall be binding upon the date hereof regarding indemnification successors and assigns of the procedures associated with such indemnificationEquity Commitment Parties, the Company and its Subsidiaries. If Buyer, In the event the Company or any of its Subsidiaries or any of their respective successors or assigns assigns, (i) consolidates with or merges with into any other Person and shall not be the continuing or surviving entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and or assets to any Person, then, and in any each case, proper provision shall be made so that the successors and assigns of Buyer, the Company or applicable successor or assign shall assume such Subsidiary, as the case may be, honor the indemnification and other obligations set forth in this Section 6.86.12. (c) The provisions of this Section 6.8 are intended to be for the benefit of, and shall be enforceable by, the Parties, each Indemnified Officer and Director and their respective heirs and representatives.

Directors and Officers Indemnity. (a) For a period of four years Parent agrees that from and after the Closing, Buyer shall Effective Time it will or will cause the Surviving Corporation to indemnify and hold harmless each Person who has been at any time prior to the Closing an present and former director and officer or director of the Company (each an “Indemnified Officer and Director” and collectively, the “Indemnified Officers and Directors”) but only to the extent that such Indemnified Officer and Director was other persons entitled to indemnification from the Company immediately prior to the date hereof under the Organizational Documents charter and by-laws or similar organizational documents of the Company or any of its Subsidiaries as in such Indemnified Officer and Director’s capacity as an officer or director of the Company, regardless of whether such contracts are terminated effect on or after the Closing. The procedures associated with such indemnification shall be the same (or in any event no less favorable to the Indemnified Officers and Directors) as those associated with the Indemnified Officer and Director’s indemnification from the Company immediately prior to the date hereof (“Covered Persons”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) reasonably 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 (collectively, “Covered Claims”), including any Covered Claims arising out of this Agreement and the transactions contemplated hereby, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law; provided, however, that Buyer Parent shall be deemed to have no obligation satisfied its obligations hereunder if it has paid all applicable amounts into escrow within thirty days after a written claim for indemnification by the Covered Person has been received by the Parent. Parent shall, or shall cause the Surviving Corporation to, also advance expenses as incurred to the fullest extent permitted under applicable Law; provided, however, that if required under applicable Law, 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 Covered Person will be entitled to advancement of expenses incurred in the defense of any “change-in-control” claim, action, suit, proceeding or similar provisionsinvestigation from Parent and the Surviving Corporation within ten (10) Business Days of receipt from the Covered Party of a request therefor; provided, however, that any person to whom expenses are advanced provides an undertaking, to the extent required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification. Notwithstanding the foregoing, Parent shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized by the Board of Directors of Parent, unless such proceeding (or part thereof) was commenced by a Covered Person with respect to amounts paid into escrow pursuant to this Section 5.7(a) that have not been released to such Covered Person within a reasonable period after it has been ultimately determined that such Covered Person is entitled to indemnification. (b) For a period of four years from and after the Closing, Buyer Parent shall cause the Organizational Documents Surviving Corporation and all other Subsidiaries of the Company to contain provisions maintain for a period of at least six years the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage and amounts provided by reputable and financially sound insurance companies containing terms and conditions which are, in the aggregate, no less favorable advantageous to the Indemnified Officers and Directors than those contained insured) with respect to claims arising from facts or events that occurred on or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that in no event shall the Surviving Corporation be required to pay premiums therefor in any one year in an amount in excess of 200% of the annual premiums currently paid by the Company for such Organizational Documents insurance; provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained by the Company prior to the date hereof regarding indemnification Closing for purposes of this Section 5.7, which policies provide such directors and officers with coverage for an aggregate period of not less than six years with respect to claims arising from facts or events that occurred on or before the procedures associated with such indemnificationEffective Time, including in respect of the transactions contemplated by this Agreement. If Buyersuch prepaid policies have been obtained by the Company prior to the Closing, Parent shall and shall cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the Company’s obligations thereunder. (c) If Parent, the Company Surviving Corporation, any of its Subsidiaries or any of their successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation or entity in of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in any each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of BuyerParent, the Company Surviving Corporation, such Subsidiary or applicable such successor or assign shall assume the obligations set forth in this Section 6.85.7. (cd) The provisions of this This Section 6.8 are 5.7 is intended to be for the benefit of, and shall be enforceable by, by the Parties, each Indemnified Officer and Director Covered Persons and their respective heirs heirs, executors and representativespersonal representatives and shall be binding on and enforceable against Parent, Merger Sub and the Surviving Corporation and their successors and assigns.

Directors and Officers Indemnity. (a) For a period of four years from and after the Closing, Buyer shall indemnify and hold harmless each Person who has been at any time prior to the Closing an officer or director of the any Company Entity (each an “Indemnified Officer and Director” and collectively, the “Indemnified Officers and Directors”) but only to the extent that such Indemnified Officer and Director was entitled to indemnification from Propel Sub immediately prior to the date hereof or from the Company immediately prior to the date hereof Closing Date under the Organizational Documents of the such Company Entity in such Indemnified Officer and Director’s capacity as an officer or director of the Companysuch Company Entity, regardless of whether such contracts are terminated on or after the Closing. The procedures associated with such indemnification shall be the same (or in any event no less favorable to the Indemnified Officers and Directors) as those associated with the Indemnified Officer and Director’s indemnification from the applicable Company Entity immediately prior to the date hereof (provided, however, that Buyer shall have no obligation under any “change-in-control” or similar provisions. (b) For a period of four years from and after the Closing, Buyer shall cause the Organizational Documents of the each Company Entity to contain provisions no less favorable to the Indemnified Officers and Directors than those contained in such Organizational Documents immediately prior to the date hereof hereof, with respect to Propel Sub, or the Closing Date, with respect to the Company, regarding indemnification and the procedures associated with such indemnification. If Buyer, any of the Company Entities or any of their successors or assigns (i) consolidates with or merges with any other Person and shall not be the continuing or surviving entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in any case, proper provision shall be made so that the successors and assigns of Buyer, the such applicable Company Entity or applicable successor or assign shall assume the obligations set forth in this Section 6.8. (c) The provisions of this Section 6.8 are intended to be for the benefit of, and shall be enforceable by, the Parties, each Indemnified Officer and Director and their respective heirs and representatives.