Common use of D&O Indemnification and Insurance Clause in Contracts

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws.

D&O Indemnification and Insurance. For a period of six (a6) From --------------------------------- years following the Acquisition Merger Effective Time Ambanc and after Bank shall indemnify, and advance expenses in matters that may be subject to indemnification to, persons who served as directors and officers of Company or Savings or any other Company Subsidiaries on or before the Share Exchange ClosingAcquisition Merger Effective Time with respect to liabilities and claims (and related expenses, each including fees and disbursements of the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless each present and former director and officer of the (xcounsel) Company and each of its Subsidiaries (in each case, solely to the extent acting in made against them resulting from their capacity service as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, Acquisition Merger Effective Time in accordance with and subject to the fullest extent that requirements and other provisions of the Company, Acquiror Certificate of Incorporation or their respective Subsidiaries, Charter and Bylaws of Company and Savings as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including and applicable provisions of law. Ambanc shall cause the advancing persons serving as officers and directors of expenses as incurred the Company immediately prior to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries Acquisition Merger Effective Time to (i) maintain be covered for a period of not less than six (6) years 18 months from the Share Exchange Closing provisions Acquisition Merger Effective Time by the directors' and officers' liability insurance policy maintained by the Company (provided that Ambanc may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are not materially less advantageous than such policy) with respect to acts or omissions occurring prior to the Acquisition Merger Effective Time which were committed by such officers and directors in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating capacity as such; provided, however, that in no event shall Ambanc be required to expense advancement) expend more than 150% of the Company’s, Acquiror’s amount currently expended by the Company on an annual basis to maintain or procure insurance coverage for such 18 month period pursuant hereto. This Section 4.13 shall be construed as an agreement as to which the directors and officers of Company and Savings referred to herein are intended to be third party beneficiaries and shall be enforceable by such persons and their Subsidiaries’ former heirs and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Lawsrepresentatives.

D&O Indemnification and Insurance. (a) From and after the Share Exchange ClosingEffective Time, each of the Company and Surviving Corporation Purchaser agrees that it shall, to the fullest extent permitted under applicable Law, shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”their business) and (y) Acquiror Purchaser and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with Persons in the Company Indemnified Partiesforegoing (x) and (y) are collectively referred to as, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange ClosingEffective Time, whether asserted or claimed prior to, at or after the Share Exchange ClosingEffective Time, to the fullest extent that the Company, Acquiror Purchaser or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company Purchaser shall, and shall cause their its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing Effective Time provisions in their respective Governing its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, AcquirorPurchaser’s and their its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Organizational Documents of the Company, Acquiror Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw. Purchaser shall assume, and be liable for, each of the covenants in this Section 8.5.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, Entity 2 shall jointly and severally indemnify and hold harmless each present and former director and officer officer, as the case may be, of the (x) Company and each of its Subsidiaries SPAC (in each case, solely to the extent acting in their his or her capacity as such and to the extent such activities are related to the business of the Company being acquired under this AgreementSPAC) (the each, a “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “SPAC D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, SPAC would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, memorandum and articles of association, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other organizational documents Organizational Documents in effect on the date of this Agreement to indemnify such SPAC D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Company and Surviving Corporation and the Company Entity 2 shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing Closing, maintain in effect provisions in their respective Governing Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, AcquirorSPAC’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the such provisions of the Governing in SPAC’s Organizational Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, effect as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From and after the Share Exchange ClosingEffective Time, each of the Company and Surviving Corporation ILG agrees that it shall, to the fullest extent permitted under applicable Law, shall indemnify and hold harmless each present and former director director, officer and officer employee of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) any Vistana Entity against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceedingclaim, 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 Share Exchange ClosingEffective Time, whether asserted or claimed prior to, at or after the Share Exchange ClosingEffective Time, to the fullest extent that Starwood or any of its Subsidiaries (including the Company, Acquiror or their respective SubsidiariesVistana Entities), as the case may be, would have been permitted under applicable Law and each the Organizational Documents of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents Vistana in effect on the date of this Agreement hereof to indemnify such D&O Indemnified Parties Person (including the promptly advancing of expenses as incurred to the fullest extent permitted under applicable Lawsuch Organizational Documents). Without limiting the foregoing, the Surviving Corporation and the Company shall, and ILG shall cause their Subsidiaries to the Vistana Entities (i) to maintain for a period of not less than six (6) years from the Share Exchange Closing Effective Time provisions in their respective Governing Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their SubsidiariesVistana Entities’ respective former and current officers, directors, employees, employees and agents that are no less favorable to those Persons than the provisions of the Governing Organizational Documents of Starwood or any of its Subsidiaries (including the Company, Acquiror or their respective SubsidiariesVistana Entities), as applicable, in each case, as of the date of this Agreement, hereof and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each Effective Time through the later of (i) the sixth anniversary of the Company date on which the Effective Time occurs and (ii) the expiration of any statute of limitations applicable to any claim, action, suit, proceeding or investigation referred to below, SENTRY shall, or shall cause the VIDEO Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Lawand KNOGO Surviving Corporation to, indemnify and hold harmless each present and former director officer, director, employee or agent of KNOGO and officer VIDEO, including, without limitation, each person controlling any of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) foregoing persons (the “Company "Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties"), the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, fines, lossesfees, claimscosts or expenses, damages or liabilities including, without limitation, attorneys' fees and disbursements (collectively, "Costs"), incurred in connection with any Legal Proceedingclaim, 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 Share Exchange ClosingEffective Time (including, without limitation, this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Share Exchange ClosingEffective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law law and each the Certificate of their respective certificate Incorporation, as amended, or By-Laws of incorporationKNOGO or indemnification agreements in effect on the date hereof, certificate including provisions relating to advancement of formationexpenses incurred in the defense of any claim, bylawsaction, limited liability company agreement suit, proceeding or other organizational documents investigation. Without limiting the foregoing, in the event that any claim, action, suit, proceeding or investigation is brought against an Indemnified Party (whether arising before or after the Effective Time), the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and SENTRY shall, or shall cause the VIDEO Surviving Corporation and KNOGO Surviving Corporation to, advance the fees and expenses of such counsel for the Indemnified Party in accordance with the Certificate of Incorporation, as amended, or By-Laws of KNOGO in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws.

D&O Indemnification and Insurance. (a) From and after the Share Exchange ClosingEffective Time, each of RMT Partner and the Company and Surviving Corporation shall, and RMT Partner agrees that it shall, to shall cause the fullest extent permitted under applicable LawSurviving Corporation to, indemnify and hold harmless each Person who at the Effective Time is a present and or former director and or officer of the any Spinco Company (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the a “D&O Indemnified PartiesIndemnitee”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceedingclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing the fact that a D&O Indemnitee is or occurring was a director or officer of a Spinco Company or is or was serving at the request of a Spinco Company as an officer, director, manager, member, trustee, fiduciary, employee or agent of another Person at or prior to the Share Exchange ClosingEffective Time, in each case, whether asserted or claimed prior to, at or after the Share Exchange ClosingEffective Time, to the fullest extent that Remainco or any of its Subsidiaries (including the Company, Acquiror or their respective SubsidiariesSpinco Companies), as the case may be, would have been permitted under applicable Law and each the Organizational Documents of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents Spinco in effect on the date of this Agreement hereof to indemnify such D&O Indemnified Parties Person (including the promptly advancing of expenses as incurred to the fullest extent permitted under applicable Lawsuch Organizational Documents). Without limiting the foregoing, the Surviving Corporation and the Company shall, and RMT Partner shall cause their Spinco and its Subsidiaries to (i) to maintain for a period of not less than six (6) years from the Share Exchange Closing Effective Time provisions in their respective Governing Organizational Documents concerning the indemnification and exculpation or exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their SubsidiariesSpinco Companies’ respective former and current officers, directors, employees, officers and agents directors that are no less favorable to those Persons than the provisions of the Governing Organizational Documents of the Company, Acquiror or their respective Subsidiariessuch Spinco Companies, as applicable, in each case, as of the date of this Agreement, hereof and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Lawsany Legal Requirement.

D&O Indemnification and Insurance. (a) From For not less than six (6) years from and after the Share Exchange ClosingClosing Date, each of Purchaser and the Company and Surviving Corporation agrees that it shall, to and shall cause the fullest extent permitted under applicable Lawother Transferred Entities to, indemnify and hold harmless each present and all current or former director and officer officers, directors, partners, members, managers or employees of the Transferred Entities (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in or their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreementrespective predecessors) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Partiescollectively, the “D&O Indemnified PartiesIndemnitees”) against any costs or expenses (including reasonable advancing attorneys’ feesfees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each D&O Indemnitee to the extent permitted by applicable Law; provided that such D&O Indemnitee agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such D&O Indemnitee is not ultimately entitled), judgments, fines, losses, claims, damages or damages, liabilities incurred and amounts paid in settlement in connection with any Legal Proceedingactual or threatened claim, whether civilaction, criminalinvestigation, administrative suit or investigative, arising out proceeding in respect of acts or pertaining omissions occurring or alleged to matters existing or occurring have occurred at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange ClosingClosing (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Sale or the other transactions contemplated hereby), in connection with such Persons serving as an officer, director, employee, agent or other fiduciary of any Transferred Entity or of any Person if such service was at the request or for the benefit of any of the Transferred Entities, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred by Law. Notwithstanding anything herein to the fullest extent permitted under applicable Law). Without limiting contrary, if any D&O Indemnitee notifies Purchaser on or prior to the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to sixth (i6th) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) anniversary of the Company’sClosing Date of a matter in respect of which such Person may seek indemnification pursuant to this Section 5.8(a), Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of this Section 5.8(a) shall continue in effect with respect to such matter until the Governing Documents final disposition of the Companyall claims, Acquiror or their respective Subsidiariesactions, as applicableinvestigations, in each case, as of the date of this Agreement, suits and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Lawsproceedings relating thereto.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Acquisition Closing, each of the Company Surviving Corporation, Merger Sub 1 and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, PubCo shall jointly and severally indemnify and hold harmless each present and former director and officer of the (x) Company and each Company, any of its Subsidiaries Subsidiaries, SPAC and any Acquisition Entity (in each case, solely to the extent acting in their his or her capacity as such and to the extent such activities are related to the business of the Company being acquired under this AgreementCompany, its Subsidiaries, SPAC or such Acquisition Entity, respectively) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Acquisition Closing, whether asserted or claimed prior to, at or after the Share Exchange Acquisition Closing, to the fullest extent that the Company, Acquiror or their respective its Subsidiaries, as the case may beSPAC or such Acquisition Entity, respectively, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other organizational documents Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company PubCo shall, and shall cause their Subsidiaries to to, and Merger Sub 1 shall (i) maintain for a period of not less than six (6) years from the Share Exchange Acquisition Closing provisions in their respective Governing its certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the CompanySurviving Corporation and its Subsidiaries’ or Merger Sub 1’s and each Acquisition Entity’s, Acquiror’s and their Subsidiaries’ respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents of the Company, Acquiror or their respective Surviving Corporation and its Subsidiaries, as applicableMerger Sub 1 or such Acquisition Entity, respectively, in each case, as of the date of this Agreement, Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From and For a period of six (6) years after the Share Exchange Closing, each of the Company and Surviving Corporation Spinco agrees that it shall, to the fullest extent permitted under applicable Law, shall indemnify and hold harmless each present and former Person who is, or at any time prior to the Closing has been, a director and or officer of the (x) Company Utah or any of its Subsidiaries and each Person who served as a director, officer or fiduciary of another company, joint venture, trust or other enterprise if such service was at the request of Utah or any of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Partiescollectively, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, lossesLosses, claims, damages or liabilities incurred in connection with any Legal Proceedingclaim, whether civilaction, criminalsuit, administrative proceeding or investigative, investigation arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror Utah or their respective any of its Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents its Organizational Documents in effect on the date of this Agreement hereof to indemnify such D&O Indemnified Parties Person (including the advancing of expenses as incurred in accordance with and to the fullest extent permitted under applicable Lawsuch Organizational Documents; provided that such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled). Without limiting the foregoing, the Surviving Corporation Spinco, Utah and the Company shallUtah Newco Sub agree that, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from after the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration Closing, neither Utah nor any of its successors (including provisions relating to expense advancementUtah Newco Sub, as the acquiring and surviving corporation in the Utah Merger) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employeesshall, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the CompanySpinco shall cause Utah and its successors not to, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions any provision in any respect its Organizational Documents in a manner that would adversely affect the rights or exculpation or indemnification of those Persons thereunder, in each casepresent or former directors or officers of Utah and its Subsidiaries, except as required by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of PubCo and the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, shall jointly and severally indemnify and hold harmless each present and former director and officer of the (x) Company GCL Companies, SPAC and each of its Subsidiaries any Acquisition Entity (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) GCL Companies, SPAC or such Acquisition Entity, respectively (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”)) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the CompanyGCL Companies, Acquiror SPAC or their respective Subsidiariessuch Acquisition Entity, as the case may berespectively, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other organizational documents Governing Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable LawLaw which shall be conditioned on an undertaking to repay any such expenses if it is ultimately determined that such D&O Indemnified Party was not entitled thereto). Without limiting the foregoing, PubCo and the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to the other GCL Companies to, (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective its certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the CompanyGCL Companies’ and each Acquisition Entity’s or SPAC’s, Acquiror’s and their Subsidiaries’ respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Governing Documents of the Companyapplicable GCL Companies, Acquiror such Acquisition Entity or their respective SubsidiariesSPAC, as applicablerespectively, in each case, as of the date of this AgreementAgreement; provided that all Governing Documents entered into or adopted as of the Initial Merger Effective Time or otherwise in connection with the Transactions and a copy of which has been provided to SPAC shall be deemed to satisfy such requirements, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Surviving Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, PubCo shall jointly and severally indemnify and hold harmless each present and former director and officer of the (x) Company and each Company, any of its Subsidiaries Subsidiaries, SPAC and any Acquisition Entity (in each case, solely to the extent acting in their his or her capacity as such and to the extent such activities are related to the business of the Company being acquired under this AgreementCompany, its Subsidiaries, SPAC or such Acquisition Entity, respectively) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective its Subsidiaries, as the case may beSPAC or such Acquisition Entity, respectively, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other organizational documents Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation Company and the Company PubCo shall, and shall cause their Material Subsidiaries to to, (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing its certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the CompanySurviving Company and its Subsidiaries’ and each Acquisition Entity’s or SPAC’s, Acquiror’s and their Subsidiaries’ respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents of the CompanySurviving Company and its Subsidiaries or such Acquisition Entity or SPAC, Acquiror or their respective Subsidiaries, as applicablerespectively, in each case, as of the date of this Agreement, Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From and after the Share Exchange ClosingMerger Effective Time, each Merger Partner and the Surviving Corporation (as successor in interest to the Interim Surviving Company as of the Company Second Step Merger Effective Time) shall, and Xxxxxx Partner shall cause the Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Lawto, indemnify and hold harmless each Person who at the Merger Effective Time is a present and or former director and or officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business any member of the Company being acquired under this Agreement) Spinco Group (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the a “D&O Indemnified PartiesIndemnitee”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceedingclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing the fact that a D&O Indemnitee is or occurring was a director or officer of a member of the Spinco Group or is or was serving at the request of a member of the Spinco Group as a director, officer, manager, member, trustee, fiduciary, employee or agent of another Person at or prior to the Share Exchange ClosingMerger Effective Time, in each case, whether asserted or claimed prior to, at or after the Share Exchange ClosingMerger Effective Time, to the fullest extent that any member of the Company, Acquiror or their respective Subsidiaries, as the case may be, Remainco Group would have been permitted under applicable Law and each the Organizational Documents of their respective certificate any member of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents the Remainco Group in effect on the date of this Agreement hereof to indemnify such D&O Indemnified Parties Person (including the promptly advancing of expenses as incurred to the fullest extent permitted under applicable Lawsuch Organizational Documents). Without limiting the foregoing, the Surviving Corporation and the Company shall, and Merger Partner shall cause their Subsidiaries to the other members of the Spinco Group (i) to maintain for a period of not less than six (6) years from the Share Exchange Closing Merger Effective Time provisions in their respective Governing Organizational Documents concerning the indemnification and exculpation or exoneration (including provisions relating to expense advancement) of the Company’s, Acquirormembers of the Spinco Group’s and their Subsidiaries’ respective former and current officers, directors, employees, directors and agents officers that are no less favorable to those Persons than the provisions of the Governing Organizational Documents of such members of the Company, Acquiror or their respective SubsidiariesSpinco Group, as applicable, in each case, as of the date of this Agreement, hereof and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws.any Law. (b) Remainco shall procure, at its sole cost and expense, a prepaid, non- cancelable six (6)-year “tail” insurance policy, endorsement or otherwise, effective as of the Merger Effective Time, containing terms not less favorable than the terms of directors’ and officers’ liability insurance covering any directors and officers of the members of the Spinco Group who are currently covered by the directors’ and officers’ liability insurance policies of the Remainco Group with respect to matters existing or occurring at or prior to the Merger Effective Time. If any claim is asserted or made within such six (6)-year period, then any insurance required

D&O Indemnification and Insurance. (a) From For a period of six (6) years from and after the Share Exchange ClosingEffective Time, each of the Company and Surviving Corporation Parent agrees that it shall, to the fullest extent permitted under applicable Law, shall indemnify and hold harmless each present and former director and director, officer or employee of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) any SpinCo Entity (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceedingclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to any matters existing or occurring at or prior to the Share Exchange ClosingEffective Time, whether asserted or claimed prior to, at or after the Share Exchange ClosingEffective Time, to the fullest extent that the Company, Acquiror Company or their respective Subsidiariesany of its Subsidiaries (including the SpinCo Entities), as the case may be, would have been permitted under applicable Law and each the Organizational Documents of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents SpinCo as in effect on the date of this Agreement hereof to indemnify such D&O Indemnified Parties Person (including the promptly advancing of expenses as incurred to the fullest extent permitted under applicable Lawsuch Organizational Documents, provided that such Person delivers an undertaking to Parent in advance agreeing to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment that such Person is not entitled to indemnification). Without limiting the foregoing, the Surviving Corporation and the Company shall, and Parent shall cause their Subsidiaries to the SpinCo Entities (i) to maintain for a period of not less than six (6) years from the Share Exchange Closing Effective Time provisions in their respective Governing Organizational Documents concerning the indemnification and exoneration exculpation (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their SubsidiariesSpinCo Entities’ respective former and current officers, directors, employees, and agents directors or employees that are no less favorable to those Persons than the provisions of the Governing Organizational Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, Company as of the date of this Agreement, hereof and (ii) not to amend, repeal repeal, waive or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Surviving Company and the Company shall jointly and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, severally indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries SPAC (in each case, solely to the extent acting in their his or her capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreementor SPAC, respectively) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange ClosingAction, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and as set forth under the Organizational Documents or indemnification agreements of the Company or SPAC, respectively, in each of their respective certificate of incorporationcase, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement Agreement, provided that the Company shall not be liable to indemnify any D&O Indemnified Party for any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred as a result of actual fraud or willful default by such D&O Indemnified Parties (including the advancing Party if a court of expenses as incurred competent jurisdiction shall have made a final judgment to the fullest extent permitted under applicable Law)that effect. Without limiting the foregoing, the Surviving Corporation Company and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing Closing, provisions in their respective Governing its certificate of incorporation, certificate of formation, bylaws, memorandum and articles of association, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s or SPAC’s, Acquiror’s and their Subsidiaries’ respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing certificate of incorporation, certificate of formation, bylaws, memorandum and articles of association, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents of the CompanyCompany or SPAC, Acquiror or their respective Subsidiaries, as applicablerespectively, in each case, as of the date of this Agreement, Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would materially and adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Third Surviving Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, PubCo shall jointly and severally indemnify and hold harmless each present and former director and officer of the (x) Company and each Company, any of its Subsidiaries Subsidiaries, SPAC and any Acquisition Entity (in each case, solely to the extent acting in their his or her capacity as such and to the extent such activities are related to the business of the Company being acquired under this AgreementCompany, its Subsidiaries, SPAC or such Acquisition Entity, respectively) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective its Subsidiaries, as the case may beSPAC or such Acquisition Entity, respectively, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other organizational documents Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Third Surviving Corporation Company and the Company PubCo shall, and shall cause their Subsidiaries to to, (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing its certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the CompanyThird Surviving Company and its Subsidiaries’ and each Acquisition Entity’s or SPAC’s, Acquiror’s and their Subsidiaries’ respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents of the CompanyThird Surviving Company and its Subsidiaries or such Acquisition Entity or SPAC, Acquiror or their respective Subsidiaries, as applicablerespectively, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From and after the Share Exchange ClosingEffective Time, each of the Company and Surviving Corporation Purchaser agrees that it shall, to the fullest extent permitted under applicable Law, shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”their business) and (y) Acquiror Purchaser and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with Persons in the Company Indemnified Partiesforegoing (x) and (y) are collectively referred to as, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange ClosingEffective Time, whether asserted or claimed prior to, at or after the Share Exchange ClosingEffective Time, to the fullest extent that the Company, Acquiror Purchaser or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company Purchaser shall, and shall cause their its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing Effective Time provisions in their respective Governing its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, AcquirorPurchaser’s and their its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Organizational Documents of the Company, Acquiror Purchaser or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Company, the Surviving Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, PubCo shall jointly and severally indemnify and hold harmless each present and former director and officer of the (x) Company and each Company, any of its Subsidiaries and any Acquisition Entity (in each case, solely to the extent acting in their his or her capacity as such and to the extent that such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of Company, its Subsidiaries or such Acquisition Entity, respectively), and his respective heirs and successors (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any and all costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror its Subsidiaries or their respective Subsidiariessuch Acquisition Entity, as the case may berespectively, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement, limited partnership agreement or other organizational documents Governing Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Amalco, the Surviving Corporation Company and the Company PubCo shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective its certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement, limited partnership agreement and other Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Amalco and its Subsidiaries’, the Company’s, Acquiror’s Surviving Company and their its Subsidiaries’ and PubCo and its Subsidiaries’, respectively, former and current officers, directors, employees, and agents agents, and each such Person’s heirs and successors, that are no less favorable to those Persons than the provisions of the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, limited liability partnership agreement, limited partnership agreement, and other Governing Documents of the Company, Acquiror or their respective Amalco and its Subsidiaries, as applicablethe Surviving Company and its Subsidiaries and PubCo and its Subsidiaries, respectively, in each case, as of the date of this Agreement, Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From and after the Share Exchange ClosingEffective Time, each of the Company and Surviving Corporation ILG agrees that it shall, to the fullest extent permitted under applicable Law, shall indemnify and hold harmless each present and former director director, officer and officer employee of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) any Vistana Entity against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceedingclaim, 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 Share Exchange ClosingEffective Time, whether asserted or claimed prior to, at or after the Share Exchange ClosingEffective Time, to the fullest extent that Starwood or any of its Subsidiaries (including the Company, Acquiror or their respective SubsidiariesVistana Entities), as the case may be, would have been permitted under applicable Law and each the Organizational Documents of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents Vistana in effect on the date of this Agreement Execution Date to indemnify such D&O Indemnified Parties Person (including the promptly advancing of expenses as incurred to the fullest extent permitted under applicable Lawsuch Organizational Documents). Without limiting the foregoing, the Surviving Corporation and the Company shall, and ILG shall cause their Subsidiaries to the Vistana Entities (i) to maintain for a period of not less than six (6) years from the Share Exchange Closing Effective Time provisions in their respective Governing Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their SubsidiariesVistana Entities’ respective former and current officers, directors, employees, employees and agents that are no less favorable to those Persons than the provisions of the Governing Organizational Documents of Starwood or any of its Subsidiaries (including the Company, Acquiror or their respective SubsidiariesVistana Entities), as applicable, in each case, as of the date of this Agreement, Execution Date and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, Pubco shall indemnify and hold harmless each present and former director officer, director, manager, employee and officer agent of Pubco, the (x) Company Company, SPAC and each of its Subsidiaries Amalco (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of Pubco, the Company being acquired under this Agreement) Company, SPAC or Amalco, respectively (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”)) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that Pubco, the Company, Acquiror SPAC or their respective SubsidiariesAmalco, as the case may berespectively, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents Governing Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable LawLaw which shall be conditioned on an undertaking to repay any such expenses if it is ultimately determined that such D&O Indemnified Party was not entitled thereto). Without limiting the foregoing, the Surviving Corporation and the Company Pubco shall, and from and after the Closing shall cause their its Subsidiaries to to, (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective its Governing Documents concerning the indemnification limitation of liability, indemnification, contribution and exoneration exculpation (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents D&O Indemnified Parties that are no less favorable to those Persons than the provisions of the Governing Documents of Pubco, the Company, Acquiror SPAC or their respective SubsidiariesAmalco, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From Each party hereto agrees that all rights to exculpation, indemnification and after the Share Exchange Closing, each advancement of expenses existing as of the date of this Agreement in favor of the current or former directors or officers of SPAC or any Group Company (each, together with such person’s heirs, executors or administrators, a “D&O Indemnitees”) under the applicable Governing Documents, any “directors and Surviving Corporation agrees that it shallofficers” insurance policy or under any indemnification agreement such D&O Indemnitee may have with SPAC or the applicable Group Companies, in each case, as in effect as of immediately prior to the date of this Agreement (collectively, the “Existing D&O Arrangements”), shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Date. For a period of six (6) years from the Closing Date, to the fullest maximum extent permitted under applicable Law, indemnify and hold harmless each present and former director and officer of TopCo, the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their respective Subsidiaries to, maintain in effect the Existing D&O Arrangements and not to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify any such provisions in any respect manner that would materially and adversely affect the rights thereunder of those Persons thereunderany D&O Indemnitee; provided, however, that all rights to indemnification or advancement of expenses in each caserespect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. None of SPAC, except as required the Company, TopCo or the Surviving Company shall have any obligation under this Section 8.11(a) to any D&O Indemnitee when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that the indemnification of such D&O Indemnitee in the manner contemplated hereby is prohibited by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each Effective Time through the later of (i) the sixth anniversary of the Company date on which the Effective Time occurs and (ii) the expiration of any statute of limitations applicable to any claim, action, suit, proceeding or investigation referred to below, SENTRY shall, or shall cause the VIDEO Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Lawand KNOGO Surviving Corporation to, indemnify and hold harmless each present and former director officer, director, employee or agent of KNOGO and officer VIDEO, including, without limitation, each person controlling any of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) foregoing persons (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties"INDEMNIFIED PARTIES"), the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, fines, lossesfees, claimscosts or expenses, damages or liabilities including, without limitation, attorneys' fees and disbursements (collectively, "COSTS"), incurred in connection with any Legal Proceedingclaim, 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 Share Exchange ClosingEffective Time (including, without limitation, this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Share Exchange ClosingEffective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law law and each the Certificate of their respective certificate Incorporation, as amended, or By-Laws of incorporationKNOGO or indemnification agreements in effect on the date hereof, certificate including provisions relating to advancement of formationexpenses incurred in the defense of any claim, bylawsaction, limited liability company agreement suit, proceeding or other organizational documents investigation. Without limiting the foregoing, in the event that any claim, action, suit, proceeding or investigation is brought against an Indemnified Party (whether arising before or after the Effective Time), the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and SENTRY shall, or shall cause the VIDEO Surviving Corporation and KNOGO Surviving Corporation to, advance the fees and expenses of such counsel for the Indemnified Party in accordance with the Certificate of Incorporation, as amended, or By-Laws of KNOGO in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Company and Surviving Corporation and Acquiror agrees that it shall, to the fullest extent permitted under applicable Law, shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries the EMEA Companies (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company EMEA Companies being acquired under this Agreement) (the “Company Indemnified Parties”) ), and (y) Merger Sub and Acquiror and (in each of its Subsidiaries case, solely to the extent acting in their capacity as such) (the “Acquiror Indemnified Parties” together with the Company Indemnified Partiescollectively, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the CompanyEMEA Companies, Acquiror Merger Sub or their respective SubsidiariesAcquiror, as the case may berespectively, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other organizational documents Governing Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable LawLaw which shall be conditioned on an undertaking to repay any such expenses if it is ultimately determined that such D&O Indemnified Party was not entitled thereto). Without limiting the foregoing, from and after the Closing, Surviving Corporation and the Company shall, and shall cause their Subsidiaries to the other EMEA Companies to, and Acquiror shall (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective its certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the CompanyEMEA Companies’ or Acquiror’s, Acquiror’s and their Subsidiaries’ respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Governing Documents of the Companyapplicable EMEA Companies or Acquiror, Acquiror or their respective Subsidiaries, as applicablerespectively, in each case, as of the date of this Agreement, Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From Each party hereto agrees that all rights to exculpation, indemnification and after the Share Exchange Closing, each advancement of expenses existing as of the date of this Agreement in favor of the current or former directors or officers of SPAC or any Group Company (each, together with such person’s heirs, executors or administrators, a “D&O Indemnitees”) under the applicable Governing Documents, any “directors and Surviving Corporation agrees that it shallofficers” insurance policy or under any indemnification agreement such D&O Indemnitee may have with SPAC or the applicable Group Companies, in each case, as in effect as of immediately prior to the date of this Agreement (collectively, the “Existing D&O Arrangements”), shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Date. For a period of six (6) years from the Closing Date, to the fullest maximum extent permitted under applicable Law, indemnify and hold harmless each present and former director and officer of TopCo, the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their respective Subsidiaries to, maintain in effect the Existing D&O Arrangements and not to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify any such provisions in any respect manner that would materially and adversely affect the rights thereunder of those Persons thereunderany D&O Indemnitee; provided, however, that all rights to indemnification or advancement of expenses in each caserespect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. None of SPAC, except as required the Company, TopCo or the Surviving Company shall have any obligation under this Section 11.10(a) to any D&O Indemnitee when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that the indemnification of such D&O Indemnitee in the manner contemplated hereby is prohibited by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Company Surviving Entity and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, CGAC shall jointly and severally indemnify and hold harmless each present and former director and officer of the (x) Company and each Company, any of its Subsidiaries and CGAC (in each case, solely to the extent acting in their his or her capacity as such and to the extent such activities are related to the business of the Company being acquired under this AgreementCompany, its Subsidiaries or CGAC, respectively) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities Liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror its Subsidiaries or their respective SubsidiariesCGAC, as the case may berespectively, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other organizational documents Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation Entity and the Company CGAC shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing certificates of incorporation, certificates of formation, bylaws, limited liability company agreements, limited liability partnership agreements, limited liability limited partnership agreements and other Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the CompanySurviving Entity and its Subsidiaries’ or CGAC’s, Acquiror’s and their Subsidiaries’ respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents of the CompanySurviving Entity and its Subsidiaries or CGAC, Acquiror or their respective Subsidiaries, as applicablerespectively, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of Buyer shall cause the Company and Surviving Corporation agrees that it shall, Precoat Subsidiaries to the fullest extent permitted under applicable Law, indemnify and hold harmless each present and former director director, manager and officer of the (x) Company and each of its Precoat Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages Losses or liabilities claims incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or 54 claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, applicable Precoat Subsidiary would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents its Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including Person. To the advancing of maximum extent permitted by applicable Law, such indemnification shall be mandatory rather than permissive, and Buyer shall cause the Precoat Subsidiaries to advance expenses as incurred in connection with such indemnification, in each case to the fullest extent permitted under provided in the applicable Law)Organizational Documents. Without limiting the foregoing, the Surviving Corporation and the Company shall, and Buyer shall cause their Subsidiaries to (i) maintain the Precoat Subsidiaries, for a period of not less than six (6) years from the Share Exchange Closing Date, (i) to maintain provisions in their respective Governing its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Precoat Subsidiaries’ former and current officers, directors, employees, managers and agents officers that are no less favorable to those Persons than the provisions of the Governing Organizational Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, Precoat Subsidiaries in each case, as of effect on the date of this Agreement, Agreement and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Company and Surviving Corporation and Acquiror agrees that it shall, to the fullest extent permitted under applicable Law, shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries View Companies (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company View Companies being acquired under this Agreement) or Acquiror, respectively (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the CompanyView Companies or Acquiror, Acquiror or their respective Subsidiaries, as the case may berespectively, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other organizational documents Governing Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to the other View Companies to, and Acquiror shall (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective its certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the CompanyView Companies’ or Acquiror’s, Acquiror’s and their Subsidiaries’ respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Governing Documents of the Companyapplicable View Companies or Acquiror, Acquiror or their respective Subsidiaries, as applicablerespectively, in each case, as of the date of this Agreement, Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, ListCo shall indemnify and hold harmless each present and former director and officer of the ListCo (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their his or her capacity as such and to the extent such activities are related to the business of the Company being acquired under this AgreementListCo) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, ListCo would have been permitted under applicable Law and each its memorandum and articles of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement association or other organizational documents Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties Parties. From and after the Closing, ListCo will maintain a director indemnification agreement in customary form with each present and former director of ListCo that provides, or ensure that its memorandum and articles of association or other Organizational Documents will provide, that on the terms and subject to the conditions set out therein, ListCo shall advance, prior to the final disposition of any Action for which indemnification may be sought under this Section 8.03, promptly following request by such director therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such director in connection with any such Action upon receipt of an undertaking by such director to repay such advances if it is ultimately decided that such director is not entitled to indemnification pursuant to that indemnification agreement, the advancing Organizational Documents of expenses as incurred to the fullest extent permitted under ListCo or applicable Law)law. Without limiting the foregoing, the Surviving Corporation and the Company ListCo shall, and shall cause their its Subsidiaries to to, (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing its memorandum and articles of association or other Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of ListCo or the Company’s, Acquiror’s and their Subsidiaries’ respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents memorandum and articles of association of ListCo or the Company, Acquiror or their respective Subsidiaries, as applicablerespectively, in each case, as of the date of this Agreement, Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each Effective Time until the sixth (6th) anniversary of the Company Closing Date, BRF shall, and shall cause the Surviving Corporation agrees that it shallto, to the fullest extent permitted under applicable Lawjointly and severally, indemnify defend, indemnify, and hold harmless each present and former director and person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer of the (x) Company and each of its Subsidiaries or employee (in each case, solely to the extent when acting in their capacity as such and to the extent such activities are related to the business capacity) of the Company being acquired under this Agreement) or any Company Subsidiary (the “Company Indemnified PartiesPersons”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties), the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees)all claims, losses, liabilities, damages, judgments, finesfines and fees, lossescosts and expenses, claimsincluding attorneys’ fees and disbursements, damages or liabilities incurred in connection with any Legal Proceedingclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing such Indemnified Person’s service as a director, officer or occurring employee of the Company or any Company Subsidiary, or services performed by such Indemnified Person at the request of the Company or any Company Subsidiary at or prior to the Share Exchange ClosingEffective Time, whether asserted or claimed prior to, at or after the Share Exchange ClosingEffective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each by Applicable Law. Each Indemnified Person shall be entitled to advancement of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties expenses (including attorneys’ fees) incurred in the advancing defense of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoingany such claim, action, suit, proceeding or investigation from the Surviving Corporation following receipt by BRF and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years Surviving Corporation from the Share Exchange Closing provisions in their respective Governing Documents concerning Indemnified Person of a request therefor; provided that any Indemnified Person to whom expenses are advanced provides an undertaking, to the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as extent then required by applicable Lawsthe DGCL, to repay any such expenses advanced by the Surviving Corporation if it is ultimately determined that such person is not entitled to indemnification.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of Amalco, the Surviving Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, PubCo shall jointly and severally indemnify and hold harmless each present and former director and officer of the (x) Company and each Company, any of its Subsidiaries Subsidiaries, SPAC and any Acquisition Entity (in each case, solely to the extent acting in their his or her capacity as such and to the extent that such activities are related to the business of the Company being acquired under this Agreement) Company, its Subsidiaries, SPAC or such Acquisition Entity, respectively), and his respective heirs and successors (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective its Subsidiaries, as the case may beSPAC or such Acquisition Entity, respectively, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement, limited partnership agreement or other organizational documents Governing Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Amalco, the Surviving Corporation Company and the Company PubCo shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective its certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement, limited partnership agreement and other Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Amalco and its Subsidiaries’, the Company’s, Acquiror’s Surviving Company and their its Subsidiaries’ and PubCo and its Subsidiaries’, respectively, former and current officers, directors, employees, and agents agents, and each such Person’s heirs and successors, that are no less favorable to those Persons than the provisions of the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, limited liability partnership agreement, limited partnership agreement, and other Governing Documents of the Company, Acquiror or their respective Amalco and its Subsidiaries, as applicablethe Surviving Company and its Subsidiaries and PubCo and its Subsidiaries, respectively, in each case, as of the date of this Agreement, Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From 23.1 SUI and after Merger Sub agree that the Share Exchange Closing, each articles of incorporation and bylaws of the Company and Surviving Corporation agrees that it shallshall contain provisions no less favorable in any material respect with respect to all rights to indemnification, to the fullest extent permitted under applicable Law, indemnify advancement of expenses and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs exculpation from liabilities for acts or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or omissions occurring at or prior to the Share Exchange Closing, whether asserted Effective Time in favor of the current or claimed prior to, at former directors or after officers of the Share Exchange Closing, to the fullest extent that Company and its Subsidiaries than are provided in the Company, Acquiror or their ’s and its Subsidiaries’ respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, provided that such provisions are not more than as permitted for a corporation under Maryland Law, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights of individuals who were directors, officers, employees or agents of the Company and its Subsidiaries at or prior to the Effective Time, unless such modification shall be required by Law. From and after the Effective Time, SUI shall cause the Surviving Corporation to pay and perform in a timely manner such indemnification obligations. 23.2 In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all its properties and assets to any Person, or if SUI dissolves the Surviving Corporation, then, and in each such case, SUI shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 23. 23.3 Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any individual who is now, or who has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer, employee or agent of the Company, on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 23 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. 14 23.4 The provisions of this Section 23 are (i) intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) in addition to, and not amendin substitution for, repeal any other rights to indemnification or otherwise modify contribution that any such provisions Person may have by contract or otherwise. SUI shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by the persons referred to in any respect that would adversely affect the this Section 23 in connection with their successful enforcement of their rights of those Persons thereunder, provided in each case, except as required by applicable Lawsthis Section 23. 24.

D&O Indemnification and Insurance. (a) From For not less than six (6) years from and after the Share Exchange ClosingClosing Date, each of Purchaser and the Company and Surviving Corporation agrees that it Transferred Companies shall, to and shall cause the fullest extent permitted under applicable LawTransferred Entities to, indemnify and hold harmless each present all current and former director and officer officers, directors, partners, members, managers or employees of the Transferred Entities (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in or their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreementrespective predecessors) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Partiescollectively, the “D&O Indemnified PartiesIndemnitees”) against any costs or expenses (including reasonable advancing attorneys’ feesfees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each D&O Indemnitee to the extent permitted by applicable Law; provided that such D&O Indemnitee agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such D&O Indemnitee is not ultimately entitled), judgments, fines, losses, claims, damages or damages, liabilities incurred and amounts paid in settlement in connection with any Legal Proceedingactual or threatened claim, whether civilaction, criminalinvestigation, administrative suit or investigative, arising out proceeding in respect of acts or pertaining omissions occurring or alleged to matters existing or occurring have occurred at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange ClosingClosing (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Sale or the other transactions contemplated hereby), in connection with such Persons serving as an officer, director, employee, agent or other fiduciary of any Transferred Entity or of any Person if such service was at the request or for the benefit of any of the Transferred Entities, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred by Law. Notwithstanding anything herein to the fullest extent permitted under applicable Law). Without limiting contrary, if any D&O Indemnitee notifies Purchaser on or prior to the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to sixth (i6th) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) anniversary of the Company’sClosing Date of a matter in respect of which such Person may seek indemnification pursuant to this Section 5.17(a), Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of this Section 5.17(a) shall continue in effect with respect to such matter until the Governing Documents final disposition of the Companyall claims, Acquiror or their respective Subsidiariesactions, as applicableinvestigations, in each case, as of the date of this Agreement, suits and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Lawsproceedings relating thereto.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Company and Surviving Corporation Each party hereto agrees that it shallall rights to exculpation, to the fullest extent permitted under applicable Law, indemnify indemnification and hold harmless each present and former director and officer advancement of the (x) Company and each expenses existing as of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify in favor of the current or former directors or officers of SPAC or any Group Company (each, together with such person’s heirs, executors or administrators, a “D&O Indemnitees”) under the applicable Governing Documents, any “directors and officers” insurance policy or under any indemnification agreement such D&O Indemnified Parties (including Indemnitee may have with SPAC or the advancing applicable Group Companies, in each case, as in effect as of expenses as incurred immediately prior to the fullest extent permitted under applicable Law). Without limiting the foregoingdate of this Agreement (collectively, the Surviving Corporation and “Existing D&O Arrangements”), shall survive the Company shall, Closing and shall cause their Subsidiaries to (i) maintain continue in full force and effect for a period of not less than six (6) years from the Share Exchange Closing provisions in Date. For a period of six (6) years from the Closing Date, to the maximum extent permitted under applicable Law, TopCo, the Company and the Surviving Corporation shall, and shall cause their respective Governing Documents concerning Subsidiaries to, maintain in effect the indemnification Existing D&O Arrangements and exoneration (including provisions relating not to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify any such provisions in any respect manner that would materially and adversely affect the rights thereunder of those Persons thereunderany D&O Indemnitee; provided, however, that all rights to indemnification or advancement of expenses in each caserespect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. None of SPAC, except as required the Company, TopCo, the Company or the Surviving Corporation shall have any obligation under this Section 8.11(a) to any D&O Indemnitee when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that the indemnification of such D&O Indemnitee in the manner contemplated hereby is prohibited by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Company and Surviving Corporation and Acquiror agrees that it shall, to the fullest extent permitted under applicable Law, shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries AEye Companies (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company AEye Companies being acquired under this Agreement) or Acquiror, respectively (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the CompanyAEye Companies or Acquiror, Acquiror or their respective Subsidiaries, as the case may berespectively, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other organizational documents Governing Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to the other AEye Companies to, and Acquiror shall (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective its certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the CompanyAEye Companies’ or Acquiror’s, Acquiror’s and their Subsidiaries’ respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Governing Documents of the Companyapplicable AEye Companies or Acquiror, Acquiror or their respective Subsidiaries, as applicablerespectively, in each case, as of the date of this Agreement, Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of PubCo and the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, shall jointly and severally indemnify and hold harmless each present and former director and officer of the (x) Company Nettar Companies, SPAC and each of its Subsidiaries any Acquisition Entity (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) Nettar Companies, SPAC or such Acquisition Entity, respectively (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”)) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the CompanyNettar Companies, Acquiror SPAC or their respective Subsidiariessuch Acquisition Entity, as the case may berespectively, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other organizational documents Governing Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable LawLaw which shall be conditioned on an undertaking to repay any such expenses if it is ultimately determined that such D&O Indemnified Party was not entitled thereto). Without limiting the foregoing, PubCo and the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to the other Nettar Companies to, (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective its certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the CompanyNettar Companies’ and each Acquisition Entity’s or SPAC’s, Acquiror’s and their Subsidiaries’ respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Governing Documents of the Companyapplicable Nettar Companies, Acquiror such Acquisition Entity or their respective SubsidiariesSPAC, as applicablerespectively, in each case, as of the date of this Agreement; provided that all Governing Documents entered into or adopted as of the Initial Merger Effective Time or otherwise in connection with the Transactions and a copy of which has been provided to SPAC shall be deemed to satisfy such requirements, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw.

D&O Indemnification and Insurance. (ai) From and after the Share Exchange Closing, each Effective Time --------------------------------- through the later of (i) the sixth anniversary of the Company date on which the Effective Time occurs and (ii) the expiration of any statute of limitations applicable to any claim, action, suit, proceeding or investigation referred to below, the Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, shall indemnify and hold harmless each present and or former director and officer of the (x) Company and each or any of its Subsidiaries (in each caseSubsidiaries, solely to the extent acting in their capacity determined as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) Effective Time (the “Company "Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties"), the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees)------------------- claims, losses, liabilities, damages, judgments, fines, lossesfees, claimscosts or expenses, damages or liabilities including without limitation attorneys' fees and disbursements (collectively, "Costs"), incurred in connection with any Legal Proceedingclaim, 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 Share Exchange ClosingEffective Time (including, without limitation, the Merger, the preparation, filing and, as applicable, mailing of the proxy statement, and the other transactions and actions contemplated by this Agreement), whether asserted or claimed prior to, at or after the Share Exchange ClosingEffective Time, to the fullest extent that the Company, Acquiror Company or their respective Subsidiaries, as the case may be, such subsidiary would have been permitted permitted, under applicable Law law and each the Articles or Certificate of their respective certificate Incorporation or By-Laws of incorporation, certificate of formation, bylaws, limited liability company agreement the Company or other organizational documents such subsidiary in effect on the date of this Agreement hereof, to indemnify such D&O Indemnified Parties Person (including and the advancing of Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Lawlaw provided 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). Without limiting The Surviving Corporation shall be entitled to assume the foregoingdefense of the proceedings giving rise to any claim for indemnification hereunder, and the reasonable cooperation and assistance of the indemnified parties in such defense, shall be a condition to the Surviving Corporation and Corporation's obligations hereunder. No settlement or other disposition of any such claim shall be entered into without the Company shall, and Surviving Corporation's consent which shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Lawsbe unreasonably withheld.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Acquisition Closing, each of the Company Surviving Corporation, Merger Sub 1 and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, PubCo shall jointly and severally indemnify and hold harmless each present and former director and officer of the (x) Company and each Company, any of its Subsidiaries Subsidiaries, SPAC and any Acquisition Entity (in each case, solely to the extent acting in their his or her capacity as such and to the extent such activities are related to the business of the Company being acquired under this AgreementCompany, its Subsidiaries, SPAC or such Acquisition Entity, respectively) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Acquisition Closing, whether asserted or claimed prior to, at or after the Share Exchange Acquisition Closing, to the fullest extent that the Company, Acquiror or their respective its Subsidiaries, as the case may beSPAC or such Acquisition Entity, respectively, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other organizational documents Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company PubCo shall, and shall cause their Subsidiaries to to, and Merger Sub 1 shall (i) maintain for a period of not less than six (6) years from the Share Exchange Acquisition Closing provisions in their respective Governing its certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the CompanySurviving Corporation and its Subsidiaries’ or Merger Sub 1’s and each Acquisition Entity’s, Acquiror’s and their Subsidiaries’ respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents of the Company, Acquiror or their respective Surviving Corporation and its Subsidiaries, as applicableMerger Sub 1 or such Acquisition Entity, respectively, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws.Agreement and

D&O Indemnification and Insurance. (a) From and after the Share Exchange ClosingMerger Effective Time, each of the Company and Surviving Corporation LACQ agrees that it shall, to the fullest extent permitted under applicable Law, shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, Indemnitees”) and each present and former director and officer of LACQ (the “D&O Indemnified PartiesLACQ Indemnitees”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceedingclaim, 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 Share Exchange ClosingMerger Effective Time, whether asserted or claimed prior to, at or after the Share Exchange ClosingMerger Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as Company and its Subsidiaries (in the case may be, of the Company Indemnitees) or LACQ (in the case of the LACQ Indemnitees) would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents the Governing Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). For six (6) years after the Closing Date, LACQ shall cause the Surviving Company and its Subsidiaries to procure, pay for and maintain in full force and effect insurance “tail” or other insurance policies with respect to directors’ and officers’ liability insurance covering those Persons who are currently covered by LACQ’s, the Company’s or any other Subsidiary’s directors’ and officers’ liability insurance at least to the same extent as such directors and officers are currently covered and with carriers having claims paying ratings no lower than the Company’s current insurers. Every Person who is a director or officer of LACQ, the Company or any Subsidiary immediately prior to the Closing Date shall be a named insured party on such “tail” policies for such six (6) year period following the Closing Date. Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from and after the Share Exchange Closing provisions in their respective Governing Documents concerning Date, LACQ shall cause the indemnification certificate of incorporation and exoneration (including provisions relating to expense advancement) the bylaws of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are Surviving Company to contain provisions no less favorable with respect to those Persons exculpation, indemnification and advancement of expenses of present and former directors and officers of the Company and LACQ for periods at or prior to the Closing Date than the provisions of are set forth in the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each Purchaser shall cause the applicable Acquired Company or Acquired Companies to, (i) indemnify, defend and hold harmless all of the Company past and Surviving Corporation agrees that it shallpresent directors, officers, trustees, members, managers and employees of each of the Acquired Companies (collectively, the “D&O Indemnitees”), against any and all costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, Proceeding or investigation to each D&O Indemnitee to the fullest extent permitted under by applicable Law, indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ feesLegal Requirement), judgments, fines, losses, claims, damages or damages, liabilities incurred and amounts paid in settlement in connection with any Legal Proceedingactual or threatened claim, whether civilinvestigation, criminal, administrative suit or investigative, Proceeding arising out of, relating to or resulting from the fact that such D&O Indemnitee is or was a director, officer, trustee, member, manager or employee of an Acquired Company or pertaining to matters existing is or occurring was serving at the request of any Acquired Company as a director, officer, trustee, member, manage or prior to the Share Exchange Closing, employee of any other Person whether asserted or claimed prior to, at or after the Share Exchange ClosingClosing (including with respect to acts or omissions occurring in connection with the Transaction Agreements and the consummation of the Transactions) and provide advancement of expenses to the D&O Indemnitees (within ten (10) days of receipt by Purchaser or any Acquired Company from a D&O Indemnitee of a request therefor), in all such cases, to the greatest extent that such Persons are indemnified or have the right to advancement of expenses before the Closing by an Acquired Company pursuant to (A) its Fundamental Documents and (B) any indemnification agreements set forth on Schedule 7.3 of the Seller Disclosure Schedule in existence before the date hereof and (ii) without limitation of the foregoing clause (i), to the fullest extent that the Companypermitted by applicable Legal Requirement, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law include and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or modify, and otherwise modify such cause to be maintained in effect the provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors, officers, trustees, members, managers and employees in the organizational documents of an Acquired Company and (iii) not settle, compromise or consent to the entry of any judgment in any respect that would adversely affect Proceeding or threatened Proceeding (and in which indemnification could be sought by a D&O Indemnitee hereunder), unless such settlement, compromise or consent includes an unconditional release of such D&O Indemnitee from all liability arising out of, relating to or resulting from such Proceeding or such D&O Indemnitee otherwise consents in writing to the rights entry of those Persons thereunder, such judgment and cooperates in each case, except as required by applicable Laws.the defense of such Proceeding or threatened Proceeding. 86

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the SPAC Merger Surviving Corporation, the Company and Merger Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, and PubCo shall jointly and severally indemnify and hold harmless each of the respective present and former director directors and officer officers of the (x) Company and each Company, any of its Subsidiaries Subsidiaries, SPAC and any Acquisition Entity (in each case, solely to the extent acting in their his or her capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”)) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities Liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective its Subsidiaries, as the case may beSPAC or such Acquisition Entity, respectively, would have been permitted under applicable Law Laws and each of their its respective certificate of incorporation, certificate of formation, bylaws, memorandum and articles of association, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other organizational documents Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable LawLaws). Without limiting the foregoing, the Surviving Corporation and the Company Acquisition Entities shall, and shall cause their Subsidiaries to to, (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing its certificate of incorporation, certificate of formation, bylaws, memorandum and articles of association, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, AcquirorSPAC’s and their Subsidiaries’ each Acquisition Entity’s respective former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing certificate of incorporation, certificate of formation, bylaws, memorandum and articles of association, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents of the CompanySPAC or such Acquisition Entity, Acquiror or their respective Subsidiaries, as applicablerespectively, in each case, as of the date of this Agreement, Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, ListCo shall indemnify and hold harmless each present and former director and officer of the ListCo (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their his or her capacity as such and to the extent such activities are related to the business of the Company being acquired under this AgreementTransactions) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange ClosingTransactions, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, ListCo would have been permitted under applicable Law and each its memorandum and articles of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement association or other organizational documents Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties Parties. From and after the Closing, ListCo will maintain a director indemnification agreement in customary form with each present and former director of ListCo (to the extent requested by such director) that provides, or ensure that its memorandum and articles of association or other Organizational Documents will provide, that on the terms and subject to the conditions set out therein, Listco shall advance, prior to the final disposition of any Action for which indemnification may be sought under this Section 8.03, promptly following request by such director therefor, all costs, fees and expenses (including the advancing reasonable attorneys’ fees and investigation expenses) incurred by such director in connection with any such Action upon receipt of expenses as incurred an undertaking by such director to the fullest extent permitted under applicable Law). Without limiting the foregoingrepay such advances if it is ultimately decided that such director is not entitled to indemnification pursuant to that indemnification agreement, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Organizational Documents of the Company, Acquiror ListCo or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Lawslaw.

D&O Indemnification and Insurance. (a) From and after the Share Exchange ClosingEffective Time, each of the Company and Surviving Corporation shall, and Ainge agrees that it shall, to shall cause the fullest extent permitted under applicable LawSurviving Corporation to, indemnify and hold harmless each Person who at the Effective Time is a present and or former director and or officer of the any A&S Company (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the a “D&O Indemnified PartiesIndemnitee”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceedingclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing the fact that a D&O Indemnitee was a director or occurring officer of an A&S Company at the request of an A&S Company at or prior to the Share Exchange ClosingEffective Time, in each case, whether asserted or claimed prior to, at or after the Share Exchange ClosingEffective Time, to the fullest extent that Fox or any of its Subsidiaries (including the Company, Acquiror or their respective SubsidiariesA&S Companies), as the case may be, would have been permitted under applicable Law and each the Organizational Documents of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents Newco in effect on the date of this Agreement hereof to indemnify such D&O Indemnified Parties Person (including the promptly advancing of expenses as incurred to the fullest extent permitted under applicable Lawsuch Organizational Documents). Without limiting the foregoing, the Surviving Corporation and the Company shall, and Ainge shall cause their Newco and its Subsidiaries to (i) to maintain for a period of not less than six (6) years from the Share Exchange Closing Effective Time provisions in their respective Governing Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their SubsidiariesA&S Companies’ respective former and current officers, directors, employees, officers and agents directors that are no less favorable to those Persons than the provisions of the Governing Organizational Documents of the Company, Acquiror or their respective Subsidiariessuch A&S Companies, as applicable, in each case, as of the date of this Agreement, hereof and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Lawsany Legal Requirement; provided that no D&O Indemnitee shall be indemnified against any cost, expense, judgment, fine, loss, claim, damage or liability in respect of any fraud committed by such D&O Indemnitee.

D&O Indemnification and Insurance. (a) From and after the Share Exchange ClosingClosings, each of PubCo, the Surviving Company and the SPAC Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, Entity shall jointly and severally indemnify and hold harmless each present and former director and officer of the (x) Company and each Company, any of its Subsidiaries and CGAC (in each case, solely to the extent acting in their his or her capacity as such and to the extent such activities are related to the business of the Company being acquired under this AgreementCompany, its Subsidiaries or CGAC, respectively) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities Liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange ClosingClosings, whether asserted or claimed prior to, at or after the Share Exchange ClosingClosings, to the fullest extent that the Company, Acquiror its Subsidiaries or their respective SubsidiariesCGAC, as the case may berespectively, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other organizational documents Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, PubCo, the Surviving Corporation Company and the Company SPAC Surviving Entity shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing Closings provisions in their respective Governing certificates of incorporation, certificates of formation, bylaws, limited liability company agreements, limited liability partnership agreements, limited liability limited partnership agreements and other Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of PubCo, the CompanySurviving Company and its Subsidiaries’ or the SPAC Surviving Entity’s, Acquiror’s and their Subsidiaries’ respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents of PubCo, the CompanySurviving Company and its Subsidiaries or the SPAC Surviving Entity, Acquiror or their respective Subsidiaries, as applicablerespectively, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, ListCo shall indemnify and hold harmless each present and former director and officer of the ListCo (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their his or her capacity as such and to the extent such activities are related to the business of the Company being acquired under this AgreementListCo) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, ListCo would have been permitted under applicable Law and each its memorandum and articles of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement association or other organizational documents Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties Parties. From and after the Closing, ListCo will maintain a director indemnification agreement in customary form with each present and former director of ListCo that provides, or ensure that its memorandum and articles of association or other Organizational Documents will provide, that on the terms and subject to the conditions set out therein, Listco shall advance, prior to the final disposition of any Action for which indemnification may be sought under this Section 8.03, promptly following request by such director therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such director in connection with any such Action upon receipt of an undertaking by such director to repay such advances if it is ultimately decided that such director is not entitled to indemnification pursuant to that indemnification agreement, the advancing Organizational Documents of expenses as incurred to the fullest extent permitted under ListCo or applicable Law)law. Without limiting the foregoing, the Surviving Corporation and the Company ListCo shall, and shall cause their its Subsidiaries to to, (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing its memorandum and articles of association or other Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of ListCo or the Company’s, Acquiror’s and their Subsidiaries’ respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents memorandum and articles of association of ListCo or the Company, Acquiror or their respective Subsidiaries, as applicablerespectively, in each case, as of the date of this Agreement, Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From and after the Share Exchange ClosingMerger Effective Time, each the Surviving Corporation (as successor in interest to Mxxxxx Partner as of the Company Merger Effective Time) shall, and Buyer shall cause the Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Lawto, indemnify and hold harmless each Person who at the Merger Effective Time is a present and or former director and or officer (or manager or similar title in the case of any such Entity that is not a corporation) of any member of the Merger Partner Group (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the a “D&O Indemnified PartiesIndemnitee”) against any costs or expenses (including reasonable attorneys’ fees), judgments, settlements, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceedingclaim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing the fact that a D&O Indemnitee is or occurring was a director or officer of a member of the Merger Partner Group or is or was serving at the request of a member of the Merger Partner Group as a director, officer, manager, member, trustee, fiduciary, employee or agent of another Person at or prior to the Share Exchange ClosingMerger Effective Time, in each case, whether asserted or claimed prior to, at or after the Share Exchange ClosingMerger Effective Time, to the fullest extent that any member of the Company, Acquiror or their respective Subsidiaries, as the case may be, Merger Partner Group would have been permitted under the Organizational Documents of any member of the Merger Partner Group, and under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement hereof to indemnify such D&O Indemnified Parties Person (including the advancing for all purposes of this Section 6.10, all references to "indemnification" or like terms deemed to include rights to advancement of such indemnifiable expenses as incurred in defending any such claim, action, suit, proceeding or investigation prior to the fullest extent permitted under applicable Lawdisposition thereof). Without limiting the foregoing, Buyer shall cause the Surviving Corporation Corporation, the other members of the Merger Partner Group and the Company shall, and shall cause their Subsidiaries to any successors in interest (i) to maintain for a period of not less than six (6) years from the Share Exchange Closing Merger Effective Time provisions in their respective Governing Organizational Documents concerning the indemnification and exculpation or exoneration (including provisions relating to expense advancement) of the Company’s, Acquirormembers of the Merger Partner Group’s and their Subsidiaries’ respective former and current officers, directors, employees, directors and agents officers (or managers or similar title in the case of any such Entity that is not a corporation) that are no less favorable to those Persons than the provisions of the Governing Organizational Documents of such members of the Company, Acquiror or their respective SubsidiariesMerger Partner Group, as applicable, in each case, as of the date of this Agreement, hereof and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Lawsany Law. Buyer and Buyer Sub agree that all rights to indemnification, advancement of expenses, and exculpation by Mxxxxx Partner now existing in favor of each D&O Indemnitee as provided in the Organizational Documents of any member of the Merger Partner Group or pursuant to any Contracts set forth on Section 6.10(a) of the Merger Partner Disclosure Letter, in each case as in effect on the date of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, at the Merger Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Acquisition Closing, each of the Surviving Corporation, the Surviving Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, PubCo shall jointly and severally indemnify and hold harmless each present and former director and officer of the (x) Company and each Company, any of its Subsidiaries Subsidiaries, SPAC and any Acquisition Entity (in each case, solely to the extent acting in their his or her capacity as such and to the extent such activities are related to the business of the Company being acquired under this AgreementCompany, its Subsidiaries, SPAC or such Acquisition Entity, respectively) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Acquisition Closing, whether asserted or claimed prior to, at or after the Share Exchange Acquisition Closing, to the fullest extent that the Company, Acquiror or their respective its Subsidiaries, as the case may beSPAC or such Acquisition Entity, respectively, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, memorandum and articles of association, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other organizational documents Organizational Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation Corporation, the Surviving Company and the Company PubCo shall, and shall cause their Subsidiaries to to, (i) maintain for a period of not less than six (6) years from the Share Exchange Acquisition Closing provisions in their respective Governing its certificate of incorporation, certificate of formation, bylaws, memorandum and articles of association, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the CompanySurviving Corporation and its Subsidiaries’ or SPAC’s and each Acquisition Entity’s, Acquiror’s and their Subsidiaries’ respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing certificate of incorporation, certificate of formation, bylaws, memorandum and articles of association, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Organizational Documents of the Company, Acquiror or their respective Surviving Corporation and its Subsidiaries, as applicableSPAC or such Acquisition Entity, respectively, in each case, as of the date of this Agreement, Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws.Law. 77

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Second Surviving Subsidiary shall, and the Company and shall cause the Second Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable LawSubsidiary to, indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries SPAC (in each case, solely to the extent both acting in their his or her capacity as such and to the extent such activities are related to the business of the Company being acquired under this AgreementSPAC) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “SPAC D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, SPAC would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents its Organizational Documents in effect on the date of this Agreement to indemnify such SPAC D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Lawsuch Organizational Documents). Without limiting the foregoing, the Second Surviving Corporation Subsidiary shall, and the Company shall, and shall cause their Subsidiaries to (i) maintain the Second Surviving Subsidiary to, for a period of not less than six (6) years from the Share Exchange Closing Closing, not amend, repeal or otherwise modify provisions in their respective Governing its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents SPAC D&O Indemnified Parties in a manner that are no would be less favorable to those Persons than Persons, solely with regard to actual or alleged acts, errors, or omissions prior to the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each caseClosing Date, except as required by applicable LawsLaw. Effective as of the Closing, the Company shall assume and agree to satisfy the obligations under the SPAC Indemnification Agreement.

D&O Indemnification and Insurance. (a) From and after the Share Exchange ClosingEffective Time, each of the Surviving Company and Surviving Corporation agrees that it shalleach Subsidiary shall indemnify, to the fullest extent permitted under applicable Law, indemnify defend and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely individuals who at any time prior to the extent acting Effective Time were directors or officers of any HSE Group Entity (collectively, the “Indemnitees”) with respect to all acts or omissions by them in their capacity capacities as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) against all Losses claims, damages, liabilities, costs, and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ feesfees and expenses), judgments, fines, lossesLosses, claims, damages or liabilities incurred and amounts paid in settlement in connection with any Legal Proceedingactual or threatened action, suit, claim, proceeding or investigation (and regardless of whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether any claim is asserted or claimed prior to, at or after the Share Exchange Closing, Effective Time) (each a “Claim”) to the fullest extent that the Company, Acquiror (A) required by HSE Charter Documents or their respective Subsidiaries, any Employment Agreement as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties and (including the advancing of expenses as incurred to the fullest extent B) permitted under applicable Law). Without limiting the foregoing, in the event any Indemnitee becomes involved in any capacity in any Claim then from and after the Effective Time, the Surviving Corporation Company shall periodically advance to such Indemnitee its legal and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration other expenses (including provisions relating the cost of any investigation and preparation incurred in connection therewith) promptly after statements therefore are received (unless the Surviving Company shall elect to expense advancement) defend such Claim), subject to the provision by such Indemnitee of any undertaking to reimburse the amounts so advanced in the event of final non-appealable determination by a court of competent jurisdiction that such Indemnitee is not entitled thereto; provided, however, that neither the Surviving Company nor any Subsidiary thereof shall be liable for any settlement effected without the prior written consent of the Surviving Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable . Notwithstanding anything in this Section 5.6 to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicablecontrary, in each caseno event shall the Surviving Company or any Subsidiary thereof be obligated to indemnify any Indemnitee for any Claim incurred by an Indemnitee arising from any claim by an equity holder of any HSE Group Entity, as of the date of this Agreementor any employee, and (ii) not amendpartner, repeal fiduciary, officer or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Lawsagent thereof.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of PubCo and the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, shall jointly and severally indemnify and hold harmless each present and former director and officer of the (x) Company KE Companies, Parent and each of its Subsidiaries any Acquisition Entity (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) KE Companies, Parent or such Acquisition Entity, respectively (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”)) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the CompanyKE Companies, Acquiror Parent or their respective Subsidiariessuch Acquisition Entity, as the case may berespectively, would have been permitted under applicable Law and each of their its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other organizational documents Governing Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable LawLaw which shall be conditioned on an undertaking to repay any such expenses if it is ultimately determined that such D&O Indemnified Party was not entitled thereto). Without limiting the foregoing, PubCo and the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to the KE Companies to, (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective its certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the CompanyKE Companies’ and Parent’s or each Acquisition Entity’s, Acquiror’s and their Subsidiaries’ respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Governing Documents of the Companyapplicable KE Companies, Acquiror Parent or their respective Subsidiariessuch Acquisition Entity, as applicablerespectively, in each case, as of the date of this AgreementAgreement; provided that all Governing Documents entered into or adopted as of the Effective Time or otherwise in connection with the Transactions and a copy of which has been provided to Parent shall be deemed to satisfy such requirements, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, SPAC shall indemnify and hold harmless each present and former director and officer of the (x) Company Rumble Companies, SPAC, CallCo and each of its Subsidiaries ExchangeCo (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) Rumble Companies, SPAC, CallCo or ExchangeCo, respectively (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”)) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal ProceedingAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the CompanyRumble Companies, Acquiror SPAC, CallCo or their respective SubsidiariesExchangeCo, as the case may berespectively, would have been permitted under applicable Law and each of their its respective certificate of incorporation, articles of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other organizational documents Governing Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable LawLaw which shall be conditioned on an undertaking to repay any such expenses if it is ultimately determined that such D&O Indemnified Party was not entitled thereto). Without limiting the foregoing, the Surviving Corporation and the Company SPAC shall, and from and after the Closing shall cause their its Subsidiaries to to, (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective its certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, limited liability partnership agreement, limited liability limited partnership agreement or other Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the CompanyRumble Companies’ and each of SPAC’s, AcquirorCallCo’s and their Subsidiaries’ or ExchangeCo’s, respectively, former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificate of incorporation, articles of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement, limited liability partnership agreement, limited liability limited partnership agreement and other Governing Documents of the Companyapplicable Rumble Companies, Acquiror SPAC, CallCo or their respective SubsidiariesExchangeCo, as applicablerespectively, in each case, as of the date of this Agreement; provided that all Governing Documents entered into or adopted as of the Arrangement Effective Time or otherwise in connection with the Transactions and a copy of which has been provided to SPAC and the Company shall be deemed to satisfy such requirements, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable LawsLaw.

D&O Indemnification and Insurance. (a) From and after the Share Exchange Closing, each of the Company PubCo and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror Purchaser Parties and each of its Subsidiaries (the “Acquiror Purchaser Parties Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror Purchaser Parties or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents Governing Documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company PubCo shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents D&O Indemnified Parties that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror the Purchaser Parties or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons D&O Indemnified Parties thereunder, in each case, except as required by applicable Laws.