Common use of Indemnification and Advancement Clause in Contracts

Indemnification and Advancement. From and after the Effective Time, each of Parent and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to: (1) indemnify and hold harmless each person who served as a director or officer of the Company or its Subsidiaries prior to the Effective Time (collectively, the “Company Indemnified Parties”) to the fullest extent authorized or permitted by Delaware law, as now or hereafter in effect, in connection with any Claim (as defined below) and any judgments, fines (including excise taxes), penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) resulting therefrom; and (2) promptly pay on behalf of or, within 30 days after any request for advancement, advance to each of the Company Indemnified Parties, to the fullest extent authorized or permitted by Delaware law, as now or hereafter in effect, any Expenses (as defined below) incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Company Indemnified Party of any Expenses incurred by such Company Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement. The indemnification and advancement obligations of Parent and the Surviving Corporation pursuant to this Section 5.7 shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby and any Claim relating thereto) and all rights to indemnification and advancement conferred hereunder shall continue as to a person who has ceased to be a director or officer of the Company or its Subsidiaries prior to the Effective Time and shall inure to the benefit of such person’s heirs, executors and personal and legal representatives. As used in this Section 5.7, (1) the term “Claim” means any threatened, asserted, pending or completed action, suit or proceeding, or any inquiry or investigation, whether instituted by the Company or any governmental agency or any other party, that any Company Indemnified Party in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other, including any arbitration or other alternative dispute resolution mechanism, as a result of or in connection with such Company Indemnified Party’s service as a director, officer, trustee, employee, agent, or fiduciary of the Company or any of its Subsidiaries, or any employee benefit plan maintained by any of the foregoing at or prior to the Effective Time; and (2) the term “Expenses” means attorneys’ fees and all other costs, expenses and obligations (including, without limitation, experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim for which indemnification is authorized pursuant to this Section 5.7, including any action relating to a claim for indemnification or advancement brought by a Company Indemnified Party.

Indemnification and Advancement. From (a) To the extent permitted by law, the Company and after its Subsidiaries, jointly and severally, hereby agree to hold harmless and indemnify the Effective TimeInvestor, the Investor's direct and indirect Affiliates, and each of Parent and the Surviving Corporation shalltheir partners, officers, directors, employees, shareholders, agents, and Parent shall cause the Surviving Corporation to: (1) indemnify and hold harmless each person who served as a director or officer of the Company or its Subsidiaries prior to the Effective Time representatives (collectively, referred to as the “Company Indemnified Parties”"Indemnitees") to the fullest extent authorized against any and all expenses (including reasonable attorneys' fees), damages, judgments, fines, amounts paid in settlements, or permitted by Delaware law, any other amounts that an Indemnitee incurs as now a result of any claim or hereafter in effect, claims made against it in connection with any Claim (as defined below) and any judgments, fines (including excise taxes), penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) resulting therefrom; and (2) promptly pay on behalf of or, within 30 days after any request for advancement, advance to each of the Company Indemnified Parties, to the fullest extent authorized or permitted by Delaware law, as now or hereafter in effect, any Expenses (as defined below) incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Company Indemnified Party of any Expenses incurred by such Company Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement. The indemnification and advancement obligations of Parent and the Surviving Corporation pursuant to this Section 5.7 shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby and any Claim relating thereto) and all rights to indemnification and advancement conferred hereunder shall continue as to a person who has ceased to be a director or officer of the Company or its Subsidiaries prior to the Effective Time and shall inure to the benefit of such person’s heirs, executors and personal and legal representatives. As used in this Section 5.7, (1) the term “Claim” means any threatened, asserted, pending or completed action, suit suit, arbitration, investigation or proceedingother proceeding arising out of, or any inquiry relating to the Indemnitee's performance of its obligations or investigationthe exercise of its rights in accordance with the terms of this Agreement, whether instituted including actions taken in their capacity as directors or shareholders of the Company; provided, however, that no Indemnitee shall be entitled to be held harmless or indemnified by the Company for acts, conduct or omissions by any governmental agency Indemnitee involving gross negligence, intentional misconduct or knowing and culpable violation of the law. (b) The Company or its Subsidiaries shall reimburse, promptly following request therefor, all reasonable expenses incurred by an Indemnitee in connection with any threatened, pending or completed action, suit, arbitration, investigation or other partyproceeding arising out of, that or relating to, the Indemnitees' actions in connection with any Company Indemnified Party transaction undertaken in good faith believes might lead connection with this Agreement, but only to the institution extent permitted under Section 3.5(a) above. (c) The Company's and its Subsidiaries' indemnity obligations set forth above are subject to Section 2.9 above and to the Indemnitees providing prompt written notice of a claim. The Company and its Subsidiaries shall control the defense of any such action and, at its discretion, may enter into a stipulation of discontinuance or settlement thereof; provided that the Company and its Subsidiaries may not discontinue any action or settle any claim in a manner that does not unconditionally release the Indemnitee or requires an admission by an Indemnitee or payment by an Indemnitee without such Indemnitee's prior written approval. The Indemnitees shall, at the Company's and its Subsidiaries' expense and reasonable request, cooperate with the Company and its Subsidiaries in any such defense and shall make available to the Company and its Subsidiaries at the Company's and its Subsidiaries' expense all those persons, documents (excluding attorney/client or attorney work product materials) reasonably required by the Company and its Subsidiaries in the defense of any such action. The Indemnitees may, suit or proceedingat their expense, whether civil, criminal, administrative, investigative or other, including any arbitration or other alternative dispute resolution mechanism, as a result of or assist in connection with such Company Indemnified Party’s service as a director, officer, trustee, employee, agent, or fiduciary of the Company or any of its Subsidiaries, or any employee benefit plan maintained by any of the foregoing at or prior to the Effective Time; and (2) the term “Expenses” means attorneys’ fees and all other costs, expenses and obligations (including, without limitation, experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim for which indemnification is authorized pursuant to this Section 5.7, including any action relating to a claim for indemnification or advancement brought by a Company Indemnified Partydefense.

Indemnification and Advancement. From (a) The Company hereby agrees to hold harmless and after indemnify the Effective TimeInvestors, the Investors' direct and indirect subsidiaries, affiliated entities and corporations, and each of Parent their partners, members, officers, directors, employees, stockholders, agents, affiliates and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to: (1) indemnify and hold harmless each person who served as a director or officer of the Company or its Subsidiaries prior to the Effective Time representatives (collectively, referred to as the “Company Indemnified Parties”"INVESTOR INDEMNITEES") to the fullest extent authorized against any and all expenses (including attorneys' fees), damages, judgments, fines, amounts paid in settlements, or permitted by Delaware law, any other amounts that a Investor Indemnitee incurs as now a result of any claim or hereafter in effect, claims made against it in connection with any Claim (as defined below) and any judgments, fines (including excise taxes), penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) resulting therefrom; and (2) promptly pay on behalf of or, within 30 days after any request for advancement, advance to each of the Company Indemnified Parties, to the fullest extent authorized or permitted by Delaware law, as now or hereafter in effect, any Expenses (as defined below) incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Company Indemnified Party of any Expenses incurred by such Company Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement. The indemnification and advancement obligations of Parent and the Surviving Corporation pursuant to this Section 5.7 shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby and any Claim relating thereto) and all rights to indemnification and advancement conferred hereunder shall continue as to a person who has ceased to be a director or officer of the Company or its Subsidiaries prior to the Effective Time and shall inure to the benefit of such person’s heirs, executors and personal and legal representatives. As used in this Section 5.7, (1) the term “Claim” means any threatened, asserted, pending or completed action, suit suit, arbitration, investigation or proceedingother proceeding arising out of, or relating to the Investors' actions in connection with any inquiry transaction undertaken in connection with this Agreement. (b) The Company shall reimburse, promptly following request therefor, all reasonable expenses incurred by a Investor Indemnitee in connection with any threatened, pending or investigationcompleted action, whether instituted suit, arbitration, investigation or other proceeding arising out of, or relating to, the Investors' actions in connection with any transaction undertaken in connection with this Agreement, provided, however, that no Investor Indemnitee shall be entitled to reimbursement in connection with acts, conduct or omissions as to which there has been a final adjudication that such Investor Indemnitee engaged in intentional misconduct, or in knowing and culpable violation of the law. (c) The Company's indemnity obligations set forth above are subject to the Investors providing prompt written notice of a claim. The Company shall control the defense of any such action and, at its discretion, may enter into a stipulation of discontinuance or settlement thereof; provided that the Company may not discontinue any action or settle any claim in a manner that does not unconditionally release the Investors without the Investors' prior written approval. The Investors shall, at the Company's expense and reasonable request, cooperate with the Company in any such defense and shall make available to the Company at the Company's expense all those persons, documents (excluding attorney/client or attorney work product materials) reasonably required by the Company or any governmental agency or any other party, that any Company Indemnified Party in good faith believes might lead to the institution defense of any such action. The Purchasers may, suit or proceedingat their expense, whether civil, criminal, administrative, investigative or other, including assist in such defense. (d) The Company's liability to any arbitration or other alternative dispute resolution mechanism, as a result of or in connection with such Company Indemnified Party’s service as a director, officer, trustee, employee, agent, or fiduciary of Investor Indemnitee under this Section 4.9 shall be limited to the amount received by the Company or any of its Subsidiariesfrom such Investor Indemnitee, or any employee benefit plan maintained by any of and the foregoing at or prior Company's aggregate cumulative liability under this Section 4.9 shall be limited to the Effective Time; and (2) amount received by the term “Expenses” means attorneys’ fees and all other costs, expenses and obligations (including, without limitation, experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim for which indemnification is authorized Company pursuant to the transactions contemplated by this Section 5.7, including any action relating to a claim for indemnification or advancement brought by a Company Indemnified PartyAgreement.

Indemnification and Advancement. From and after 7.1 To the Effective Timefullest extent permitted by applicable law, each of Parent and as the Surviving same exists or may hereafter be amended, the Corporation shall, and Parent shall cause the Surviving Corporation to: (1) indemnify and hold harmless each natural person who served as is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she is or was a director or officer of the Company Corporation or, while a director or its Subsidiaries prior officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (an “indemnitee”), whether the Effective Time basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (collectivelyincluding, the “Company Indemnified Parties”) to the fullest extent authorized or permitted by Delaware lawwithout limitation, as now or hereafter in effectattorneys’ fees, in connection with any Claim (as defined below) and any judgments, fines (including fines, EXXXX excise taxes), taxes and penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable settlement) reasonably incurred by such indemnitee in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) resulting therefrom; and (2) promptly pay on behalf of or, within 30 days after any request for advancement, advance to each of the Company Indemnified Parties, proceeding. The Corporation shall to the fullest extent authorized or permitted not prohibited by Delaware lawapplicable law pay the expenses (including, as now or hereafter in effectwithout limitation, any Expenses (as defined belowattorneys’ fees) incurred by an indemnitee in defending, serving as a witness with respect to defending or otherwise participating in any Claim proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of such Claimthe proceeding shall be made only upon receipt of an undertaking, including payment by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Section 7.1 or advancement to the Company Indemnified Party of any Expenses incurred by such Company Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancementotherwise. The indemnification and advancement obligations of Parent and the Surviving Corporation pursuant to this Section 5.7 shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby and any Claim relating thereto) and all rights to indemnification and advancement of expenses conferred hereunder by this Section 7.1 shall be contract rights and such rights shall continue as to a person an indemnitee who has ceased to be a director or officer of the Company or its Subsidiaries prior to the Effective Time Corporation and shall inure to the benefit of such person’s his or her heirs, executors and personal and legal representativesadministrators. As used in Notwithstanding the foregoing provisions of this Section 5.77.1, (1) except for proceedings to enforce rights to indemnification and advancement of expenses, the term “Claim” means any threatened, asserted, pending or completed action, suit or proceeding, or any inquiry or investigation, whether instituted by the Company or any governmental agency or any other party, that any Company Indemnified Party in good faith believes might lead Corporation shall indemnify and advance expenses to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other, including any arbitration or other alternative dispute resolution mechanism, as a result of or an indemnitee in connection with a proceeding (or part thereof) initiated by such Company Indemnified Party’s service as a directorindemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors. 7.2 The rights to indemnification and advancement of expenses conferred on any indemnitee by this Article VII shall not be exclusive of any other rights that any indemnitee may have or hereafter acquire under applicable law, officerthe Certificate of Incorporation, trusteethe bylaws of the Corporation, employeean agreement, agentvote of stockholders or disinterested directors, or fiduciary otherwise. 7.3 Any repeal, amendment, modification or elimination of this Article VII by the stockholders of the Company Corporation or any of its Subsidiariesby changes in applicable law, or the adoption of any employee benefit plan maintained by any other provision of the foregoing at or prior Certificate of Incorporation inconsistent with this Article VII, shall, unless otherwise required by applicable law, be prospective only (except to the Effective Time; and (2) extent such amendment or change in applicable law permits the term “Expenses” means attorneys’ fees and all other costs, expenses and obligations (including, without limitation, experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing Corporation to investigate, defend, be a witness in or participate in, any Claim for which indemnification is authorized pursuant to this Section 5.7, including any action relating to a claim for provide broader indemnification or advancement brought rights on a retroactive basis than permitted prior thereto), and shall not in any way diminish or adversely affect any right or protection existing at the time of such repeal, amendment, modification, elimination or adoption of such inconsistent provision in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to such repeal, amendment, modification, elimination or adoption of such inconsistent provision. 7.4 This Article VII shall not limit the right of the Corporation, to the extent and in the manner authorized or permitted by a Company Indemnified Partyapplicable law, to indemnify and to advance expenses to persons other than indemnitees.

Indemnification and Advancement. From and after To the Effective Timefullest extent permitted by law, each of Parent and the Surviving Corporation shallCompany will indemnify, and Parent shall cause the Surviving Corporation to: (1) indemnify defend and hold harmless the Member, the Manager, each person who served as a director officer, employee or officer other agent of the Company or its Subsidiaries prior to the Effective Time (collectivelyindividually, the in each case, an “Company Indemnified PartiesIndemnitee”) who was or is a party, or is threatened to the fullest extent authorized or permitted by Delaware law, as now or hereafter in effect, in connection with any Claim (as defined below) and any judgments, fines (including excise taxes), penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) resulting therefrom; and (2) promptly pay on behalf of or, within 30 days after any request for advancement, advance to each of the Company Indemnified Partiesbe made a party, to the fullest extent authorized or permitted by Delaware law, as now or hereafter in effect, any Expenses (as defined below) incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Company Indemnified Party of any Expenses incurred by such Company Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement. The indemnification and advancement obligations of Parent and the Surviving Corporation pursuant to this Section 5.7 shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby and any Claim relating thereto) and all rights to indemnification and advancement conferred hereunder shall continue as to a person who has ceased to be a director or officer of the Company or its Subsidiaries prior to the Effective Time and shall inure to the benefit of such person’s heirs, executors and personal and legal representatives. As used in this Section 5.7, (1) the term “Claim” means any threatened, assertedpending, pending or completed action, suit or proceeding, or any inquiry or investigation, whether instituted by the Company or any governmental agency or any other party, that any Company Indemnified Party in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or otherinvestigative, including by reason of any arbitration act or other alternative dispute resolution mechanism, omission or alleged omission arising out of such Indemnitee’s activities as a result of or in connection with such Company Indemnified Party’s service as a directorMember, Manager, officer, trustee, employee, agent, employee or fiduciary other agent or otherwise on behalf of the Company if such activities were performed in good faith either on behalf of the Company or any in furtherance of its Subsidiariesthe interests of the Company, within the scope of the authority conferred by this Agreement, against losses, damages, or any employee benefit plan maintained by any of the foregoing at or prior to the Effective Time; and (2) the term “Expenses” means attorneys’ fees and all other costs, expenses and obligations for which such Indemnitee has not otherwise been reimbursed (including, without limitation, experts’ fees, travel attorneys and accountant fees and expenses, court costsjudgment fines and amounts paid in settlement), retainers, transcript fees, duplicating, printing actually and binding costs, as well as telecommunications, postage and courier charges) paid or reasonably incurred by such Indemnitee in connection with investigatingsuch action, defendingsuit or proceeding, being a witness so long as such Indemnitee was not guilty of gross negligence or willful misconduct with respect to such act or omission. Expenses incurred by an Indemnitee in or participating in (including on appeal)defending any claim, demand, action, suit, or preparing to investigate, defend, be a witness in or participate in, any Claim for which indemnification is authorized pursuant proceeding subject to this Section 5.711 may, including from time to time, upon request by the Indemnitee, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 11. The provisions of this Section 11 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any action relating to a claim rights for indemnification or advancement brought by a Company Indemnified Partythe benefit of any other person.

Indemnification and Advancement. From and after the Effective Time, each of Parent and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to: (1) indemnify and hold harmless each person who served as a director or officer of Parent, the Company or its their respective Subsidiaries prior to the Effective Time (collectively, the “Company Indemnified PartiesINDEMNIFIED PARTIES”) to the fullest extent authorized or permitted by Delaware lawApplicable Law, as now or hereafter in effect, in connection with any Claim (as defined below) and any judgments, fines (including excise taxes)fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) resulting therefrom; and (2) promptly pay on behalf of or, within 30 days after any request for advancement, advance to each of the Company Indemnified Parties, to the fullest extent authorized or permitted by Delaware lawApplicable Law, as now or hereafter in effect, and if required by Delaware Law subject to the receipt of an unsecured undertaking to repay such amounts if it is ultimately determined that the Indemnified Party is not entitled to indemnification, any Expenses (as defined below) incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Company Indemnified Party of any Expenses incurred by such Company Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement. The indemnification and advancement obligations of Parent and the Surviving Corporation pursuant to this Section 5.7 shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby and any Claim relating thereto) and all rights to indemnification and advancement conferred hereunder shall continue as to a person who has ceased to be a director or officer of Parent, the Company or its their respective Subsidiaries prior to the Effective Time and shall inure to the benefit of such person’s heirs, executors and personal and legal representatives. As used in this Section 5.7, (1) the term “ClaimCLAIM” means any threatened, asserted, pending or completed action, suit or proceeding, or any inquiry or investigation, whether instituted by the Company or any governmental agency or any other party, investigation that any Company Indemnified Party in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other, including any arbitration or other alternative dispute resolution mechanism, as a result of or in connection with such Company Indemnified Party’s service as a director, officer, trustee, employee, agent, or fiduciary of Parent, the Company or any of its of, their Subsidiaries, as the case may be, or any employee benefit plan maintained by any of the foregoing at or prior to the Effective Time; and (2) the term “ExpensesEXPENSES” means documented and reasonable attorneys’ fees and all other documented and reasonable costs, expenses and obligations (including, without limitation, experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim for which indemnification is authorized pursuant to this Section 5.7, including any action relating to a claim for indemnification or advancement brought by a Company Indemnified Party.this

Indemnification and Advancement. From (a) The Company hereby agrees to hold harmless and after indemnify the Effective TimeInvestors, the Investors’ direct and indirect subsidiaries, affiliated entities and corporations, and each of Parent and the Surviving Corporation shalltheir partners, members, officers, directors, employees, stockholders, agents, and Parent shall cause the Surviving Corporation to: (1) indemnify and hold harmless each person who served as a director or officer of the Company or its Subsidiaries prior to the Effective Time representatives (collectively, referred to as the “Company Indemnified PartiesInvestor Indemnitees”) to the fullest extent authorized against any and all expenses (including attorneys’ fees), damages, judgments, fines, amounts paid in settlements, or permitted by Delaware law, any other amounts that an Investor Indemnitee incurs as now a result of any claim or hereafter in effect, claims made against it in connection with any Claim (as defined below) and any judgments, fines (including excise taxes), penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) resulting therefrom; and (2) promptly pay on behalf of or, within 30 days after any request for advancement, advance to each of the Company Indemnified Parties, to the fullest extent authorized or permitted by Delaware law, as now or hereafter in effect, any Expenses (as defined below) incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Company Indemnified Party of any Expenses incurred by such Company Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement. The indemnification and advancement obligations of Parent and the Surviving Corporation pursuant to this Section 5.7 shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby and any Claim relating thereto) and all rights to indemnification and advancement conferred hereunder shall continue as to a person who has ceased to be a director or officer of the Company or its Subsidiaries prior to the Effective Time and shall inure to the benefit of such person’s heirs, executors and personal and legal representatives. As used in this Section 5.7, (1) the term “Claim” means any threatened, asserted, pending or completed action, suit suit, arbitration, investigation or proceedingother proceeding arising out of, or any inquiry relating to the Investors’ actions in connection with the purchase by the Investors of the Company’s Series E Preferred Stock (a “Financing-Based Claim”); provided, however, that no Investor Indemnitee shall be entitled to be held harmless or investigation, whether instituted indemnified by the Company for acts, conduct or omissions as to which there has been a final adjudication that such Investor Indemnitee engaged in intentional misconduct or in knowing and culpable violation of the law. (b) The Company shall reimburse, promptly following request therefor, all reasonable expenses incurred by an Investor Indemnitee in connection with any governmental agency threatened, pending or any completed action, suit, arbitration, investigation or other partyproceeding arising out of, or relating to, a Financing-Based Claim, provided, however, that any Company Indemnified Party no Investor Indemnitee shall be entitled to reimbursement in good faith believes might lead connection with acts, conduct or omissions as to which there has been a final adjudication that such Investor Indemnitee engaged in intentional misconduct, in knowing and culpable violation of the law. (c) The Company’s indemnity obligations set forth above are subject to the institution Investors providing prompt written notice of a claim. The Company shall control the defense of any such action and, at its discretion, may enter into a stipulation of discontinuance or settlement thereof; provided that the Company may not discontinue any action or settle any claim in a manner that does not unconditionally release the Investors without the Investors’ prior written approval. The Investors shall, at the Company’s expense and reasonable request, cooperate with the Company in any such defense and shall make available to the Company at the Company’s expense all those persons, documents (excluding attorney/client or attorney work product materials) reasonably required by the Company in the defense of any such action. The Investors may, suit or proceedingat their expense, whether civil, criminal, administrative, investigative or other, including any arbitration or other alternative dispute resolution mechanism, as a result of or assist in connection with such Company Indemnified Partydefense. (d) The Company’s service as a director, officer, trustee, employee, agent, or fiduciary of aggregate cumulative liability under this Section shall be limited to the amount received by the Company or any of its Subsidiaries, or any employee benefit plan maintained by any of the foregoing at or prior pursuant to the Effective Time; and (2) transactions contemplated by the term “Expenses” means attorneys’ fees and all other costs, expenses and obligations (including, without limitation, experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim for which indemnification is authorized pursuant to this Section 5.7, including any action relating to a claim for indemnification or advancement brought by a Company Indemnified PartyPurchase Agreement.

Indemnification and Advancement. From and after the Effective Time, each of Parent and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to: (1) indemnify and hold harmless each person who served as a director or officer of Parent, the Company or its their respective Subsidiaries prior to the Effective Time (collectively, the “Company Indemnified Parties”"INDEMNIFIED PARTIES") to the fullest extent authorized or permitted by Delaware lawApplicable Law, as now or hereafter in effect, in connection with any Claim (as defined below) and any judgments, fines (including excise taxes)fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) resulting therefrom; and (2) promptly pay on behalf of or, within 30 days after any request for advancement, advance to each of the Company Indemnified Parties, to the fullest extent authorized or permitted by Delaware lawApplicable Law, as now or hereafter in effect, and if required by Delaware Law subject to the receipt of an unsecured undertaking to repay such amounts if it is ultimately determined that the Indemnified Party is not entitled to indemnification, any Expenses (as defined below) incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Company Indemnified Party of any Expenses incurred by such Company Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement. The indemnification and advancement obligations of Parent and the Surviving Corporation pursuant to this Section 5.7 shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby and any Claim relating thereto) and all rights to indemnification and advancement conferred hereunder shall continue as to a person who has ceased to be a director or officer of Parent, the Company or its their respective Subsidiaries prior to the Effective Time and shall inure to the benefit of such person’s 's heirs, executors and personal and legal representatives. As used in this Section 5.7, (1) the term “Claim” "CLAIM" means any threatened, asserted, pending or completed action, suit or proceeding, or any inquiry or investigation, whether instituted by the Company or any governmental agency or any other party, investigation that any Company Indemnified Party in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other, including any arbitration or other alternative dispute resolution mechanism, as a result of or in connection with such Company Indemnified Party’s 's service as a director, officer, trustee, employee, agent, or fiduciary of Parent, the Company or any of its of, their Subsidiaries, as the case may be, or any employee benefit plan maintained by any of the foregoing at or prior to the Effective Time; and (2) the term “Expenses” "EXPENSES" means documented and reasonable attorneys’ ' fees and all other documented and reasonable costs, expenses and obligations (including, without limitation, experts’ ' fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim for which indemnification is authorized pursuant to this Section 5.7, including any action relating to a claim for indemnification or advancement brought by a Company Indemnified Party.this

Indemnification and Advancement. From and after the Effective Time, each of Parent and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to: (1) indemnify and hold harmless each person who served as a director or officer of Parent, the Company or its their respective Subsidiaries prior to the Effective Time (collectively, the “Company Indemnified Parties”"INDEMNIFIED PARTIES") to the fullest extent authorized or permitted by Delaware lawApplicable Law, as now or hereafter in effect, in connection with any Claim (as defined below) and any judgments, fines (including excise taxes)fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) resulting therefrom; and (2) promptly pay on behalf of or, within 30 days after any request for advancement, advance to each of the Company Indemnified Parties, to the fullest extent authorized or permitted by Delaware lawApplicable Law, as now or hereafter in effect, and if required by Delaware Law subject to the receipt of an unsecured undertaking to repay such amounts if it is ultimately determined that the Indemnified Party is not entitled to indemnification, any Expenses (as defined below) incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Company Indemnified Party of any Expenses incurred by such Company Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement. The indemnification and advancement obligations of Parent and the Surviving Corporation pursuant to this Section 5.7 shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby and any Claim relating thereto) and all rights to indemnification and advancement conferred hereunder shall continue as to a person who has ceased to be a director or officer of Parent, the Company or its their respective Subsidiaries prior to the Effective Time and shall inure to the benefit of such person’s 's heirs, executors and personal and legal representatives. As used in this Section 5.7, (1) the term “Claim” "CLAIM" means any threatened, asserted, pending or completed action, suit or proceeding, or any inquiry or investigation, whether instituted by the Company or any governmental agency or any other party, investigation that any Company Indemnified Party in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other, including any arbitration or other alternative dispute resolution mechanism, as a result of or in connection with such Company Indemnified Party’s 's service as a director, officer, trustee, employee, agent, or fiduciary of Parent, the Company or any of its of, their Subsidiaries, as the case may be, or any employee benefit plan maintained by any of the foregoing at or prior to the Effective Time; and (2) the term “Expenses” "EXPENSES" means documented and reasonable attorneys’ ' fees and all other documented and reasonable costs, expenses and obligations (including, without limitation, experts’ ' fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Claim for which indemnification is authorized pursuant to this Section 5.7, including any action relating to a claim for indemnification or advancement brought by a Company Indemnified Party.