Common use of Indemnification and Exculpation Clause in Contracts

Indemnification and Exculpation. Each of Buyer and the Company agree that all rights to indemnification or exculpation existing in favor of, and all limitations on the personal liability of, each present and former director, officer, employee, fiduciary and agent of the Company (each, a “Company Indemnitee”) provided for in the Company Governing Documents shall continue in full force and effect for a period of six (6) years from the Closing; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. From and after the Closing, the Company shall also indemnify and hold harmless the present and former officers and directors of the Company in respect of acts or omissions occurring prior to the Closing to the extent provided in any written indemnification agreements between the Company and such officers and directors. Buyer shall not amend the Governing Documents of the Company to amend, repeal or otherwise modify, in each case with retroactive effect, the provisions thereunder regarding the limitation of certain liabilities and indemnification of Company Indemnitees in a manner that would adversely affect the rights of the Company Indemnitees for actions taken or events occurring in periods on or prior to the Closing Date. The obligations under this Section 6.11 shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 6.11 applies without the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 6.11 applies shall be third party beneficiaries of this Section 6.11 and shall be entitled to enforce the covenants contained herein).

Indemnification and Exculpation. Each of Buyer (a) From and after the Closing Date, Purchaser shall cause the Company agree to indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law, the individuals who on or before the Closing Date were directors, officers or employees of the Company or any of the Subsidiaries (collectively, the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or any of the Subsidiaries at any time before the Closing Date. Purchaser agrees that all rights of the Indemnitees to indemnification and exculpation from liabilities for acts or exculpation existing omissions occurring at or before the Closing Date as provided in favor of, and all limitations on the personal liability of, each present and former director, officer, employee, fiduciary and agent respective certificate of formation of the Company (eachor LLC Agreement or comparable organizational documents of any of the Subsidiaries as now in effect, a “Company Indemnitee”) provided for in and any indemnification agreements or arrangements of the Company Governing Documents or any of the Subsidiaries shall survive the Closing Date and shall continue in full force and effect for a period of six (6) years from the Closing; providedin accordance with their terms. Such rights shall not be amended, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. From and after the Closing, the Company shall also indemnify and hold harmless the present and former officers and directors of the Company in respect of acts or omissions occurring prior to the Closing to the extent provided otherwise modified in any written indemnification agreements between the Company and such officers and directors. Buyer shall not amend the Governing Documents of the Company to amend, repeal or otherwise modify, in each case with retroactive effect, the provisions thereunder regarding the limitation of certain liabilities and indemnification of Company Indemnitees in a manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Law. In addition, Purchaser shall cause the Company Indemnitees for actions taken or events occurring in periods on or prior to the Closing Date. The obligations pay any expenses of any Indemnitee under this Section 6.11 7.7, as incurred to the fullest extent permitted under applicable Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. (b) In the event any litigation, claim or proceeding (each, a “Claim”) is asserted or made, any determination required to be made with respect to whether an Indemnitee’s conduct complies with the standards set forth under applicable Law, the applicable organizational documents of the Company or any of the Subsidiaries or any indemnification agreements or arrangements of the Company or any of the Subsidiaries, as the case may be, shall be made by independent legal counsel selected by such Indemnitee. (c) Each of Purchaser and the Indemnitee shall cooperate, and cause their respective Affiliates to cooperate, in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (d) The provisions of this Section 7.7: (i) are intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives; and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise. (e) In the event that Purchaser 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 of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Purchaser shall assume all of the obligations thereof set forth in this Section 7.7. (f) The obligations of Purchaser under this Section 7.7 shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 6.11 7.7 applies without the consent of such the affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 6.11 7.7 applies shall be third party beneficiaries of this Section 6.11 and shall be entitled to enforce the covenants contained herein7.7).

Indemnification and Exculpation. Each of Buyer and the Company agree that all rights to indemnification or exculpation existing in favor of, and all limitations on the personal liability of, each present and former director, officer, employee, fiduciary and agent of the Company (each, a “Company Indemnitee”a) provided for in the Company Governing Documents shall continue in full force and effect for For a period of six (6) years from the Initial Closing Date, Buyer shall cause Nutra to, indemnify, defend and hold harmless, to the fullest extent permitted under Law and the Organizational Documents, in each case, in effect as of the date of this Agreement (prior to the adoption of amended Organizational Documents in connection with the Initial Closing; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. From and after the Closing), the Company shall also indemnify and hold harmless individuals who on or prior to the present and former Initial Closing Date were directors, officers and directors or employees of Nutra (collectively, the Company in “D&O Indemnitees”), as applicable, with respect of to all acts or omissions occurring by them in their capacities as such or taken at the request of Nutra at any time prior to the Initial Closing to Date. For a period of six (6) years from the extent provided Initial Closing Date, such rights shall not be amended, or otherwise modified in any written indemnification agreements between the Company and such officers and directors. Buyer shall not amend the Governing Documents of the Company to amend, repeal or otherwise modify, in each case with retroactive effect, the provisions thereunder regarding the limitation of certain liabilities and indemnification of Company Indemnitees in a manner that would adversely affect the rights of the Company Indemnitees for actions taken or events occurring D&O Indemnitees, unless such modification is required by applicable Law. In addition, Buyer shall cause Nutra to advance and pay any expenses of any D&O Indemnitee under this Section 6.12 as incurred to the fullest extent permitted under Law, the Organizational Documents of Nutra in periods on or effect as of the date of this Agreement (prior to the Closing Date. adoption of amended Organizational Documents in connection with the Initial Closing), provided that the Person to whom expenses are advanced provides an undertaking to repay such advances in full and immediately to the extent it is determined such Person is not entitled to indemnification pursuant to Nutra’s Organizational Documents in effect as of the date of this Agreement (prior to the adoption of amended Organizational Documents in connection with the Initial Closing). (b) Parent shall maintain in effect the runoff director and officer insurance that is being offered under its existing director and officer insurance arrangements for the benefit of the D&O Indemnitees. (c) If during the six (6) year period following the Initial Closing, Nutra 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 of its properties and assets to any Person, then, and in each such case, Nutra shall ensure that proper provision shall be made so that the successors and assigns of Nutra shall assume all of the obligations thereof set forth in this Section 6.12. (d) The obligations of Buyer under this Section 6.11 6.12 shall not be terminated or modified in such a manner as to adversely affect any Company D&O Indemnitee to whom this Section 6.11 6.12 applies without the consent of such the affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 6.11 applies shall be third party beneficiaries D&O Indemnitee. The provisions of this Section 6.11 6.12 (i) are intended to be for the benefit of, and shall be entitled enforceable by, each D&O Indemnitee and such D&O Indemnitee’s heirs and Representatives and (ii) are in addition to, and not in substitution for, any other rights to enforce the covenants contained herein)indemnification or contribution that any such Person may have by Contract, at Law or otherwise.

Indemnification and Exculpation. Each of Buyer (a) Parent and the Company Merger Sub agree that all rights to indemnification for acts or exculpation omissions occurring prior to or as of the Closing Date existing as of the date hereof in favor ofof the current or former directors, and all limitations on the personal liability of, each present and former director, officer, employee, fiduciary and agent officers or other employees of the Company or its Subsidiaries and the respective Affiliates of any of such directors, officers or other employees currently indemnified by the Company or its Subsidiaries (eachcollectively, a the “Company IndemniteeCovered Persons”) as provided for in their respective Governing Documents, indemnity agreements in effect on the date of this Agreement or as provided pursuant to a resolution of the Company Governing Documents Board or the board of directors of such Subsidiary adopted on or prior to the date of this Agreement, as applicable, shall survive the transactions contemplated by this Agreement and be obligations of the Company or its Subsidiaries and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Closing; provided, however, that all rights Closing Date. (b) Prior to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. From and after the Closing, the Company may purchase (at Parent’s expense) a directors’ and officers’ liability insurance “tail” policy from its current provider that maintains the Company’s directors’ and officers’ liability insurance coverage as in effect as of the date hereof, covering claims arising from facts or events which occurred at or prior to the Closing. Such “tail” policy shall also indemnify be reasonably acceptable to Parent. (c) Parent shall, and hold harmless shall cause the present and former officers and directors Surviving Corporation to, honor all of the obligations of the Company in respect of and its Subsidiaries to indemnify (including any obligations to advance funds for expenses) the Covered Persons for acts or omissions by such Covered Persons occurring prior to or as of the Closing Date to the extent provided in any written indemnification agreements between that such obligations of the Company and its Subsidiaries, as applicable, exist on the date of this Agreement (and if any statute is amended to provide for benefits that are more favorable to the Covered Persons, then each Covered Person shall be entitled to the benefits of such officers and directors. Buyer shall not amend amendment), whether pursuant to the Governing Documents of the Company to amendand its Subsidiaries, repeal indemnity agreements, board resolution or otherwise modifyotherwise), in each case solely to the extent that the Company or its Subsidiaries have made such documents available to Parent prior to the date hereof, and such obligations shall survive the Closing and shall continue in accordance with retroactive effectthe terms of such Governing Documents from the Closing Date until the expiration of the applicable statute of limitations with respect to any claims against such Covered Persons arising out of such acts or omissions. For six years following the Closing, the Governing Documents of the Surviving Corporation and its Subsidiaries shall contain provisions thereunder regarding with respect to indemnification, reimbursement, contribution, hold harmless and exculpation from liability that are no less favorable to the limitation Covered Persons than those set forth in the Governing Documents Company and its Subsidiaries on the date of certain liabilities and indemnification this Agreement, solely to the extent that the Group Companies have made such documents available to Parent prior to the date hereof. (d) After the Closing, in the event that all or substantially all of Company Indemnitees in a manner that would adversely affect the rights business, stock or assets of the Company Indemnitees for actions taken and its Subsidiaries is sold, whether by merger, consolidation, sale of assets or events occurring securities or otherwise, in periods on one transaction or prior a series of transactions, then Parent and the Surviving Corporation shall, in each such case, take action to ensure that the Closing Datesuccessors and assigns of the Company and its Subsidiaries, as applicable, assume the obligations set forth in this Section 7.14. The obligations provisions of this Section 7.14(d) shall apply to all of the successors and assigns of the Surviving Corporation and its Subsidiaries. (e) The provisions of this Section 7.14 are (i) intended to be for the benefit of, and shall be enforceable by, each Person entitled to indemnification under this Section 6.11 shall not be terminated or modified in 7.14, and each such a manner as to adversely affect any Company Indemnitee to whom this Section 6.11 applies without the consent of such affected Company Indemnitee (Person’s heirs, legatees, representatives, successors and assigns, it being expressly agreed that the Company Indemnitees to whom this Section 6.11 applies such Persons shall be third party beneficiaries of this Section 6.11 7.14, and shall be entitled (ii) in addition to, and not in substitution for, any other rights to enforce the covenants contained herein)indemnification, reimbursement or contribution that any such Person may have by contract or otherwise.

Indemnification and Exculpation. Each From and after the Closing Date, Buyer shall cause each IPG Entity to indemnify, defend and hold harmless to the fullest extent such IPG Entity is permitted to indemnity, defend and hold harmless its directors, officers or employees in the Organizational Documents of Buyer the applicable IPG Entity and indemnification agreements, in each case, as in effect as of the Company agree date of this Agreement, the individuals who on or prior to the Closing Date were directors, officers or employees of such IPG Entity (collectively, the “D&O Indemnitees”), as applicable, with respect to all acts or omissions by them in their capacities as such or taken at the request of such IPG Entity at any time prior to the Closing Date only to the extent such act or omission was in respect of the Business. Xxxxx agrees that all rights of the D&O Indemnitees to indemnification and exculpation from Liabilities for acts or exculpation existing in favor ofomissions occurring at or prior to the Closing Date pursuant to any Organizational Documents, indemnification agreements or other arrangements of each IPG Entity shall survive the Closing Date and all limitations on the personal liability of, each present and former director, officer, employee, fiduciary and agent of the Company (each, a “Company Indemnitee”) provided for in the Company Governing Documents shall continue in full force and effect for a period of six (6) years from the Closing; providedin accordance with their terms, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. From and after the Closing, the Company shall also indemnify and hold harmless the present and former officers and directors of the Company in respect of acts or omissions occurring prior otherwise to the Closing to the fullest extent provided permitted by Law. Such rights shall not be amended, or otherwise modified in any written indemnification agreements between the Company and such officers and directors. Buyer shall not amend the Governing Documents of the Company to amend, repeal or otherwise modify, in each case with retroactive effect, the provisions thereunder regarding the limitation of certain liabilities and indemnification of Company Indemnitees in a manner that would adversely affect the rights of the Company Indemnitees for actions taken or events occurring in periods on or prior to D&O Indemnitees, unless such modification is required by applicable Law. In addition, from and after the Closing Date. The obligations , Buyer shall cause each IPG Entity to advance and pay any expenses of any D&O Indemnitee under this Section 6.11 shall not be terminated or modified 5.17 to the fullest extent permitted under Law, in such a manner the Organizational Documents of the applicable IPG Entity and indemnification agreements in effect as to adversely affect any Company Indemnitee of the date of this Agreement, provided that the Person to whom this Section 6.11 applies without expenses are advanced provides an undertaking to repay such advances to the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 6.11 applies shall be third party beneficiaries of this Section 6.11 and shall be entitled to enforce the covenants contained herein)extent required by Law.

Indemnification and Exculpation. Each of Buyer (a) For six (6) years after the Effective Time, Parent shall provide and the Company agree that recognize all rights to, and fully satisfy, assume and discharge all obligations of (or shall cause the Surviving Corporation to provide and recognize all rights to, and fully satisfy, assume and discharge, all obligations of), indemnification of and exculpation from liabilities for acts or exculpation omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor ofof any Person who is or prior to the Effective Time becomes, and all limitations on or has been at any time prior to the personal liability ofAgreement Date, each present and former a director, officer, employeeemployee or agent (including as a fiduciary with respect to an employee benefit plan) of the Company, fiduciary and agent any of its Subsidiaries or any of their respective predecessors (each, an “Indemnified Party”) as provided in the Company Certificate of Incorporation, the Company Bylaws, the organizational documents of any Subsidiary of the Company (each, a “Company Indemnitee”) provided for in or any indemnification agreement between such Indemnified Party and the Company Governing Documents or any of its Subsidiaries (in each case, as in effect on the Agreement Date). Such rights shall continue in full force survive the Merger and effect shall, for a period of six (6) years from the Closing; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. From and after the ClosingEffective Time, the Company shall also indemnify and hold harmless the present and former officers and directors of the Company in respect of acts not be amended, repealed or omissions occurring prior to the Closing to the extent provided otherwise modified in any written indemnification agreements between the Company and such officers and directors. Buyer shall not amend the Governing Documents of the Company to amend, repeal or otherwise modify, in each case with retroactive effect, the provisions thereunder regarding the limitation of certain liabilities and indemnification of Company Indemnitees in a manner that would adversely affect any right thereunder of any such Indemnified Party without the rights prior consent of the Company Indemnitees affected Indemnified Party. If written notice of a claim for actions taken or events occurring in periods on or indemnification pursuant to this Section 6.07 has been given prior to the Closing Date. The obligations under this Section 6.11 shall not be terminated expiration of the six (6) year period referenced above, then no amendment, repeal or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 6.11 applies without the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 6.11 applies shall be third party beneficiaries modification of this Section 6.11 6.07 after such six (6) year period shall adversely affect the Indemnified Party’s rights in respect of such claim. (b) In the event that Parent or the Surviving Corporation or any of their respective 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 of its properties and other assets to any Person, or if Parent dissolves the Surviving Corporation, then, and in each such case, Parent shall cause proper provision to be entitled made so that the applicable successors and assigns or transferees assume the obligations set forth in this Section 6.07. (c) The provisions of this Section 6.07 are intended to enforce be for the covenants contained herein)benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her representatives, and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. On and after the Share Acceptance Time, the provisions of this Section 6.07 may not be amended in a manner adverse to any Indemnified Party without his or her prior consent.

Indemnification and Exculpation. Each of (a) From and after the Closing Date, (i) Buyer and shall cause the Company agree and each Company Subsidiary to indemnify, defend and hold harmless, the individuals who on or prior to the Closing Date were directors, officers or employees of the Company or such Company Subsidiary (collectively, the “D&O Indemnitees”), as applicable, with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or such Company Subsidiary, as applicable, at any time prior to the Closing Date and (ii) Buyer agrees that all rights of the D&O Indemnitees to indemnification and exculpation from liabilities for acts or exculpation existing in favor of, omissions occurring at or prior to the Closing Date shall be mandatory (not permissive) and all limitations on shall survive the personal liability of, each present Closing Date and former director, officer, employee, fiduciary and agent of the Company (each, a “Company Indemnitee”) provided for in the Company Governing Documents shall continue in full force and effect in accordance with their terms, in each case, to the fullest extent permitted by Law and pursuant to the certificate of organization or bylaws of the Company as in effect on the date of this Agreement or other indemnification arrangements of the Company or any Company Subsidiary and any D&O Indemnitee as of the date of this Agreement. Such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the D&O Indemnitees, unless such modification is required by Law. In addition, Buyer shall cause the Company or the applicable Company Subsidiary, as applicable, to advance and pay any expenses of any D&O Indemnitee under this Section 6.11 as incurred to the fullest extent permitted under Law; provided that the Person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by Law. (b) If any Legal Proceeding is asserted or made, any determination required to be made with respect to whether a D&O Indemnitee’s conduct complies with the standards set forth under Law or arrangements of the Company or any of the Company Subsidiaries, as the case may be, shall be made by independent legal counsel selected (i) by such D&O Indemnitee and reasonably acceptable to Buyer or (ii) if required by Law in the case of a D&O Indemnitee who is a director, officer or employee of the Company, by such D&O Indemnitee and approved by the board of directors of the Company in accordance with Section 145(d) of the Delaware General Corporation Law, which approval shall not be unreasonably withheld. (c) Buyer and each D&O Indemnitee shall cooperate, and cause their respective Affiliates to cooperate, in the defense of any Legal Proceeding and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (d) The provisions of this Section 6.11 (i) are intended to be for a period of six the benefit of, and shall be enforceable by, each D&O Indemnitee and such D&O Indemnitee’s heirs and Representatives and (6ii) years from the Closing; providedare in addition to, howeverand not in substitution for, that all any other rights to indemnification in respect or contribution that any such Person may have by Contract, at Law or otherwise. (e) If Buyer, the Company or any Company Subsidiary or any of their respective successors or assigns (i) consolidates with or merges into any claims asserted other Person and is not the continuing or made within such period shall continue until the disposition surviving corporation or entity of such claim. From consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and after assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns shall assume all of the obligations thereof set forth in this Section 6.11. (f) Buyer shall obtain, as a Closing Cost, at or prior to the Closing, the Company shall also indemnify prepaid (or “tail”) directors’ and hold harmless the officers’ liability insurance policies covering those present and former officers and directors of the Company and the Company Subsidiaries and those present and former officers, directors and managers of the Company and the Company Subsidiaries who are currently covered by directors’ and officers’ liability insurance policies in respect of acts or omissions occurring prior to the Closing to the extent provided in any written indemnification agreements between the Company and such officers and directors. Buyer shall not amend the Governing Documents of the Company to amend, repeal or otherwise modify, in each case with retroactive effect, the provisions thereunder regarding the limitation of certain liabilities and indemnification of Company Indemnitees in a manner that would adversely affect the rights of the Company Indemnitees for actions taken or events occurring in periods on at or prior to the Closing for six (6) years from the Closing Date, on terms with respect to such coverage and amounts no less favorable in the aggregate than those of such policies in effect on the date of this Agreement, and such policy may not be amended, modified or cancelled or revoked by Buyer, the Company or the Company Subsidiaries; provided, however, that the maximum aggregate premium for such policy shall not be required to exceed 150% of the amount per policy period the Company or Seller paid in its last full fiscal year prior to the date of this Agreement (the “Current Premium”) and if such premiums for such insurance would at any time exceed 150% of the Current Premium, then the Buyer shall cause to be maintained policies of insurance that, in the Buyer’s good faith judgment, provide the maximum coverage available at an annual premium equal to 150% of the Current Premium. The “tail” insurance policy referred to above shall be a Closing Cost to the extent set forth in Section 2.8(a)(ix), and Buyer shall be responsible for the portion of the cost of such policy not included as a Closing Cost. (g) The obligations of Buyer under this Section 6.11 shall not be terminated or modified in such a manner as to adversely affect any Company D&O Indemnitee to whom this Section 6.11 applies without the consent of such the affected Company D&O Indemnitee (it being expressly agreed that the Company D&O Indemnitees to whom this Section 6.11 applies shall be third party beneficiaries of this Section 6.11 and shall be entitled to enforce the covenants contained herein6.11).

Indemnification and Exculpation. Each After the Closing, Sponsor shall indemnify, reimburse and hold harmless the Acquirer for all liabilities, losses, damages, costs (including legal costs), expenses, claims, interest, awards, judgments and penalties (collectively, “Damages”) suffered or incurred by the Acquirer or its affiliates arising out of Buyer or in connection with (1) a breach of the representations and warranties provided in Sections 8 and 9 of this Agreement and the Company agree covenants provided in Sections 5 and 6, and (2) any actions, suits, or proceedings brought or initiated by the public shareholders of SPAC against SPAC or Sponsor in connection with the delay in making the Specified Extension Payments (the “Shareholders Litigation”). After the Closing, Acquirer shall indemnify, reimburse and hold harmless the Sponsor for all Damages suffered or incurred by the Sponsor or its affiliates arising out of or in connection with a breach of the representations and warranties provided in Section 10 of this Agreement and the covenants provided in this Agreement. Notwithstanding the foregoing, (I) Acquirer shall not be entitled to receive any indemnification from Sponsor unless the total Damages incurred by Acquirer exceeds the amount of the Cash Excess Amount, and then the recoverable amount shall be limited to only the amount of Damages that exceeds the Cash Excess Amount, and (II) any claim for indemnification with respect to any Shareholders Litigation shall only be satisfied by a transfer to Acquirer of the applicable portion of the Relevant Shares, with the value assigned to each of the Relevant Shares being (a) $10, in the case of a claim made prior to the closing of Business Combination or (b) the closing price reported on Bloomberg of each Relevant Share (or share into which each Relevant Share is converted) on the last trading day before the date of the claim, in each case, of a claim made after the closing of a Business Combination; provided that, this limitation shall not apply to a claim for indemnification by Acquirer against Sponsor with respect to any Shareholders Litigation if all of the Relevant Shares have been transferred to Acquirer in accordance with Section 6(g). The Cash Excess Amount shall only be used to pay bona fide expenses of the SPAC in pursuit of or in connection with a Business Combination, and in connection with any claim hereunder, the use of the Cash Excess Account shall be subject to reasonable review of the Sponsor. The indemnification provisions set forth in this Section 12 shall be the sole and exclusive post-Closing remedy available to any Party in respect of the Transactions and the other transactions contemplated by this Agreement, including with respect to any breach of any representation, warranty, covenant or agreement in this Agreement. SPAC shall renew or otherwise extend its current directors’ and officers’ liabilities insurance policy to the expiration date of SPAC, if and to the extent extended. All rights to exculpation or indemnification for acts or exculpation omissions occurring through the date hereof now existing in favor of, and all limitations on the personal liability of, each present and former director, officer, employee, fiduciary and agent of any of the Company (each, a “Company Indemnitee”) provided for in officers and directors of SPAC prior to the Company Governing Documents shall consummation of the Transactions will survive the execution of this Agreement and the Closing and will continue in full force and effect for a period of six (6) years from the Closing; provided, however, that all in accordance with their terms and will not be amended by SPAC to eliminate or reduce such rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. From and after the Closing, the Company shall also indemnify and hold harmless the present and former officers and directors of the Company in respect of acts or omissions occurring prior to the Closing except to the extent provided in any written indemnification agreements between the Company and such officers and directors. Buyer shall not amend the Governing Documents of the Company to amend, repeal or otherwise modify, in each case with retroactive effect, the provisions thereunder regarding the limitation of certain liabilities and indemnification of Company Indemnitees in a manner that would adversely affect the rights of the Company Indemnitees for actions taken or events occurring in periods on or prior to the Closing Date. The obligations under this Section 6.11 shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 6.11 applies without the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 6.11 applies shall be third party beneficiaries of this Section 6.11 and shall be entitled to enforce the covenants contained herein)required by law.

Indemnification and Exculpation. Each (a) From and after the Closing Date, Purchaser shall cause the Group Companies and Purchaser’s subsidiaries in Costa Rica to (except in respect of Buyer acts of Fraud), indemnify, defend and hold harmless, to the fullest extent permitted under Law, the organizational or governing documents of the applicable Group Company agree that and indemnification agreements, in each case, in effect as of the date of this Agreement, the individuals who on or prior to the Closing Date were directors, officers or employees of such Group Company (collectively, the “D&O Indemnitees”), as applicable, with respect to all acts or omissions by them in their capacities as such or taken at the request of such Group Company at any time prior to the Closing. All rights of the D&O Indemnitees to indemnification and exculpation from liabilities for acts or exculpation existing in favor ofomissions occurring at or prior to the Closing Date pursuant to any organizational or governing documents, indemnification agreements or other arrangements of each Group Company shall survive the Closing Date and all limitations on the personal liability of, each present and former director, officer, employee, fiduciary and agent of the Company (each, a “Company Indemnitee”) provided for in the Company Governing Documents shall continue in full force and effect for in accordance with their terms, and otherwise to the fullest extent permitted by Law. For a period of at least six (6) years from the Closing; providedyears, howeversuch rights shall not be amended, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. From and after the Closing, the Company shall also indemnify and hold harmless the present and former officers and directors of the Company in respect of acts or omissions occurring prior to the Closing to the extent provided otherwise modified in any written indemnification agreements between the Company and such officers and directors. Buyer shall not amend the Governing Documents of the Company to amend, repeal or otherwise modify, in each case with retroactive effect, the provisions thereunder regarding the limitation of certain liabilities and indemnification of Company Indemnitees in a manner that would adversely affect the rights of the Company Indemnitees for actions taken or events occurring in periods on or prior D&O Indemnitees, unless such modification is required by applicable Law. In addition, Purchaser shall cause the Group Companies to the Closing Date. The obligations advance and pay any expenses of any D&O Indemnitee under this Section 6.11 5.15 as incurred to the fullest extent permitted under Law, the organizational or governing documents of the applicable Group Company and indemnification agreements in effect as of the date of this Agreement, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by Law. (b) If any Action is asserted or made with respect to which a D&O Indemnitee may seek or obtain indemnification hereunder, any determination required to be made with respect to whether a D&O Indemnitee’s conduct complies with the standards set forth under Law, any organizational or governing documents or any indemnification agreements or arrangements of the Group Companies shall be made by independent legal counsel selected by such D&O Indemnitee and reasonably acceptable to Purchaser. (c) Purchaser and each D&O Indemnitee shall cooperate, and cause their respective Affiliates to cooperate, in the defense of any such Action and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery | proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (d) If Purchaser or any of its successors or assigns (i) transfers or conveys its equity interest in the Group Companies to any Person, (ii) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (iii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Purchaser shall assume all of the obligations thereof set forth in this Section 5.15. (e) The obligations of Purchaser and Seller under this Section 5.15 shall not be terminated or modified in such a manner as to adversely affect any Company D&O Indemnitee to whom this Section 6.11 5.15 applies without the consent of such the affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 6.11 applies shall be third party beneficiaries D&O Indemnitee. The provisions of this Section 6.11 5.15 (i) are intended to be for the benefit of, and shall be entitled enforceable by, each D&O Indemnitee and such D&O Indemnitee’s heirs and Representatives and (ii) are in addition to, and not in substitution for, any other rights to enforce the covenants contained herein)indemnification or contribution that any such Person may have by Contract or at Law.

Indemnification and Exculpation. Each From and after the Closing Date, Buyer shall cause each IPG Entity to indemnify, defend and hold harmless to the fullest extent such IPG Entity is permitted to indemnity, defend and hold harmless its directors, officers or employees in the Organizational Documents of the applicable IPG Entity and indemnification agreements, in each case, as in effect as of the date of this Agreement, the individuals who on or prior to the Closing Date were directors, officers or employees of such IPG Entity (collectively, the “D&O Indemnitees”), as applicable, with respect to all acts or omissions by them in their capacities as such or taken at the request of such IPG Entity at any time prior to the Closing Date only to the extent such act or omission was in respect of the Business. Buyer and the Company agree agrees that all rights of the D&O Indemnitees to indemnification and exculpation from Liabilities for acts or exculpation existing in favor ofomissions occurring at or prior to the Closing Date pursuant to any Organizational Documents, indemnification agreements or other arrangements of each IPG Entity shall survive the Closing Date and all limitations on the personal liability of, each present and former director, officer, employee, fiduciary and agent of the Company (each, a “Company Indemnitee”) provided for in the Company Governing Documents shall continue in full force and effect for a period of six (6) years from the Closing; providedin accordance with their terms, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. From and after the Closing, the Company shall also indemnify and hold harmless the present and former officers and directors of the Company in respect of acts or omissions occurring prior otherwise to the Closing to the fullest extent provided permitted by Law. Such rights shall not be amended, or otherwise modified in any written indemnification agreements between the Company and such officers and directors. Buyer shall not amend the Governing Documents of the Company to amend, repeal or otherwise modify, in each case with retroactive effect, the provisions thereunder regarding the limitation of certain liabilities and indemnification of Company Indemnitees in a manner that would adversely affect the rights of the Company Indemnitees for actions taken or events occurring in periods on or prior to D&O Indemnitees, unless such modification is required by applicable Law. In addition, from and after the Closing Date. The obligations , Buyer shall cause each IPG Entity to advance and pay any expenses of any D&O Indemnitee under this Section 6.11 shall not be terminated or modified 5.17 to the fullest extent permitted under Law, in such a manner the Organizational Documents of the applicable IPG Entity and indemnification agreements in effect as to adversely affect any Company Indemnitee of the date of this Agreement, provided that the Person to whom this Section 6.11 applies without expenses are advanced provides an undertaking to repay such advances to the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 6.11 applies shall be third party beneficiaries of this Section 6.11 and shall be entitled to enforce the covenants contained herein)extent required by Law.

Indemnification and Exculpation. Each (a) From and after the Closing Date, subject to the express limitations in Section 5.10(h), Buyer shall, and shall cause the Company and each Company Subsidiary to, indemnify, defend and hold harmless, to the fullest extent permitted under Law and the respective Organizational Documents of Buyer Seller, the Company and the Company agree that Subsidiaries, in each case, in effect as of the date of this Agreement, the individuals who on or prior to the Closing Date were directors, managers, officers or employees of Seller, the Company or any Company Subsidiary (collectively, the “D&O Indemnitees”), as applicable, with respect to all acts or omissions by them in their capacities as such or taken at the request of Seller, the Company or the Company Subsidiaries on or prior to the Closing Date. Buyer agrees that, subject to Section 5.10(h), all rights of the D&O Indemnitees to indemnification and exculpation from Liabilities for acts or exculpation existing in favor of, and all limitations on omissions occurring at or prior to the personal liability of, each present and former director, officer, employee, fiduciary and agent Closing Date pursuant to any Organizational Documents or other arrangements of the Company (each, a “Company Indemnitee”) provided for in and each of the Company Governing Documents Subsidiaries shall survive the Closing Date and shall continue in full force and effect for a period of six (6) years from the Closing; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. From and after the Closing, the Company shall also indemnify and hold harmless the present and former officers and directors of the Company in respect of acts or omissions occurring prior to the same extent as on the Closing Date and in accordance with their terms, and otherwise to the fullest extent provided permitted by Law. Such rights shall not be amended, or otherwise modified in any written indemnification agreements between the Company and such officers and directors. Buyer shall not amend the Governing Documents of the Company to amend, repeal or otherwise modify, in each case with retroactive effect, the provisions thereunder regarding the limitation of certain liabilities and indemnification of Company Indemnitees in a manner that would adversely affect the rights of the D&O Indemnitees, unless such modification is required by applicable Law. In addition, Buyer shall cause the Company Indemnitees for actions taken and each of the Company Subsidiaries to advance and pay any expenses of any D&O Indemnitee under this Section 5.10 (except in relation to the Asset Management Business or events occurring with respect to any portion of the Seller’s business expressly excluded as provided in periods on Section 5.10(h)) as incurred to the fullest extent permitted under Law and the Organizational Documents of Seller, the Company and the Company Subsidiaries in effect as of the date of this Agreement; provided that the Person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by Law. (b) If any Action is asserted or prior made with respect to which a D&O Indemnitee may seek or obtain indemnification hereunder, any determination required to be made with respect to whether a D&O Indemnitee’s conduct complies with the standards set forth under Law or any Organizational Documents of Seller, the Company or the Company Subsidiaries shall be made by independent legal counsel with expertise in applicable Delaware law selected by such D&O Indemnitee and reasonably acceptable to Buyer and any D&O insurer of the Company, the Company Subsidiaries, or Buyer. (c) Buyer and each D&O Indemnitee shall cooperate, and cause their respective Affiliates to cooperate, in the defense of any such Action and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (d) If Buyer, the Company or any of the Company Subsidiaries or any of their respective 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 of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that such successors and assigns of Buyer shall assume all of the obligations thereof set forth in this Section 5.10. (e) Buyer hereby acknowledges that any D&O Indemnitee may have certain rights to indemnification, advancement of expenses or insurance provided by the Seller, the Company or the Company Subsidiaries. Buyer hereby agrees that (i) it is the indemnitor of first resort (i.e., its obligations to such D&O Indemnitee are primary to the same extent as the obligation of Seller, the Company or any of the Company Subsidiaries as of the Closing Date, and any obligation of Seller, the Company and the Company Subsidiaries to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such D&O Indemnitee are secondary, except in relation to the Asset Management Business or with respect to any portion of the Seller’s business expressly excluded as provided in Section 5.10(h), which shall be sole responsibility of Seller), (ii) it shall be required to advance the full amount of expenses incurred by such D&O Indemnitee and shall be liable for the full amount of all Liabilities paid in settlement to the same extent as the obligation of Seller, the Company or any of the Company Subsidiaries as of the Closing Date and to the extent legally permitted and as required by the terms of this Section 5.10, without regard to any rights such D&O Indemnitee may have against Seller, the Company or the Company Subsidiaries, and (iii) it irrevocably waives, relinquishes and releases Seller from any and all claims against Seller for contribution, subrogation or any other recovery of any kind in respect thereof, except for claims for indemnification in accordance with Article IX. Buyer further agrees that no advancement or payment by Seller on behalf of such D&O Indemnitee with respect to any claim for which such D&O Indemnitee has sought indemnification from Buyer shall affect the foregoing and Seller shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such D&O Indemnitee against Buyer to the extent such rights are provided herein. Buyer and each D&O Indemnitee agree that Seller is an express third party beneficiary of the terms of this Section 5.10(e). (f) The obligations of Buyer under this Section 6.11 5.10 shall not be terminated or modified in such a manner as to adversely affect any Company D&O Indemnitee to whom this Section 6.11 5.10 applies without the consent of such the affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 6.11 applies shall be third party beneficiaries D&O Indemnitee. The provisions of this Section 6.11 5.10 (i) are intended to be for the benefit of, and shall be enforceable by, each D&O Indemnitee and such D&O Indemnitee’s heirs and Representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract, at Law or otherwise. (g) For a period of six (6) years from and after the Closing Date, the Company and the Company Subsidiaries shall (and Buyer shall cause the Company and Company Subsidiaries to) procure and maintain in effect with respect to all periods prior to the Closing Date, directors’ and officers’ liability insurance covering those present and former officers, directors and managers of Seller (excluding matters related to the Asset Management Business or with respect to any portion of the Seller’s business expressly excluded as provided in Section 5.10(h)) and the Company and the Company Subsidiaries that is substantially equivalent to and in any event on terms no less favorable in the aggregate than the terms of Seller’s, the Company’s and the Company Subsidiaries’ current directors’ and officers’ liability insurance coverage; provided, however, Buyer, the Company and the Company Subsidiaries shall not be required to pay an annual premium for such insurance in excess of 350% of the last annual premium paid by the Company and the Company Subsidiaries prior to the date of this Agreement. The provisions of this Section 5.10(g) shall be deemed to have been satisfied if prepaid “tail” policies have been obtained prior to the Closing, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Closing Date, including in respect of the transactions contemplated by this Agreement. (h) Notwithstanding any other provision of this Section 5.10, Buyer and its Affiliates shall have no obligation under this Section 5.10 in respect of any acts or omissions of any D&O Indemnitee to the extent they (i) relate to the Asset Management Business or (ii) do not relate to the business (excluding the Asset Management Business) conducted by the Company and the Company Subsidiaries (whether conducted directly or in the D&O Indemnitee’s capacity as a director, manager, officer or employee of Seller) or the transactions contemplated by this Agreement or any of the Transaction Documents. For the avoidance of doubt, (x) Seller will be solely responsible for all indemnification and exculpation of D&O Indemnitees with respect to any and all matters related to (A) the Asset Management Business, and (B) the other businesses of Seller to the extent they do not relate to the businesses conducted by the Company and the Company Subsidiaries (whether such businesses have been conducted directly or in the D&O Indemnitee’s capacity as a director, manager, officer or employee of Seller) and (y) no D&O Indemnitee will be entitled to enforce indemnification or exculpation with respect to Fraud. Seller will indemnify Buyer for any indemnification or exculpation with respect to D&O Indemnitees with respect to any acts or omissions by them prior to Closing with respect to the covenants contained matters that are the sole responsibility of Seller as set forth herein).

Indemnification and Exculpation. Each (a) From and after the Closing Date, Purchaser shall cause the Acquired Companies to indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law, the individuals who on or in the five years prior to the Closing Date were directors or officers of Buyer and the Acquired Companies (collectively, the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of an Acquired Company agree at any time prior to the Closing Date. Purchaser further agrees that all rights of the Indemnitees to indemnification and exculpation from Liabilities for acts or exculpation existing omissions occurring at or prior to the Closing Date, as provided for in, or implied by, the Organizational Documents of the Acquired Companies as now in favor ofeffect (if applicable), any employment or service agreements of the Indemnitees, and all limitations on the personal liability of, each present and former director, officer, employee, fiduciary and agent any indemnification agreements or arrangements of the Company (eachAcquired Companies, a “Company Indemnitee”) provided for in each case, in effect as of the Company Governing Documents date hereof, shall survive the Closing Date and shall continue in full force and effect for a period of six (6) years from the Closing; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. From and after the Closing, the Company shall also indemnify and hold harmless the present and former officers and directors of the Company in respect of acts or omissions occurring prior accordance with their terms to the Closing to the fullest extent provided permitted by applicable Law. Such rights shall not be amended or otherwise modified in any written indemnification agreements between the Company and such officers and directors. Buyer shall not amend the Governing Documents of the Company to amend, repeal or otherwise modify, in each case with retroactive effect, the provisions thereunder regarding the limitation of certain liabilities and indemnification of Company Indemnitees in a manner that would adversely affect the rights of the Company Indemnitees Indemnitees, unless such modification is required by Law. (b) The provisions of this Section 7.7: (i) are intended to be for actions taken the benefit of, and shall be enforceable by, each Indemnitee, his or events occurring her heirs and his or her legal representatives; and (ii) are in periods on addition to, and not in substitution for, any other rights to indemnification or prior contribution that any such Indemnitee may have by Contract or otherwise. (c) In the event that Purchaser 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 of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the Closing Date. successors and assigns of Purchaser shall assume all of the obligations thereof set forth in this Section 7.7. (d) The obligations of Purchaser under this Section 6.11 7.7 shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 6.11 7.7 applies without the consent of such the affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 6.11 7.7 applies shall be are intended third party beneficiaries of this Section 6.11 and shall be entitled to enforce the covenants contained herein7.7).

Indemnification and Exculpation. Each (a) From and after the Closing Date, Purchaser shall cause the Companies to indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law, the individuals who on or before the Closing Date were directors, officers or employees of Buyer and any of the Company agree Companies or the Subsidiaries (collectively, the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of any of the Companies or the Subsidiaries at any time before the Closing Date. Purchaser agrees that all rights of the Indemnitees to indemnification and exculpation from liabilities for acts or exculpation existing omissions occurring at or before the Closing Date as provided in favor ofthe respective certificate of formation of NGL or LLC Agreement or the certificate of incorporation or bylaws of KUS or comparable organizational documents of any of the Subsidiaries as now in effect, and all limitations on the personal liability of, each present and former director, officer, employee, fiduciary and agent any indemnification agreements or arrangements of any of the Company (each, a “Company Indemnitee”) provided for in Companies or the Company Governing Documents Subsidiaries shall survive the Closing Date and shall continue in full force and effect for a period of six (6) years from the Closing; providedin accordance with their terms. Such rights shall not be amended, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. From and after the Closing, the Company shall also indemnify and hold harmless the present and former officers and directors of the Company in respect of acts or omissions occurring prior to the Closing to the extent provided otherwise modified in any written indemnification agreements between the Company and such officers and directors. Buyer shall not amend the Governing Documents of the Company to amend, repeal or otherwise modify, in each case with retroactive effect, the provisions thereunder regarding the limitation of certain liabilities and indemnification of Company Indemnitees in a manner that would adversely affect the rights of the Company Indemnitees for actions taken or events occurring in periods on or prior Indemnitees, unless such modification is required by Law. In addition, Purchaser shall cause the Companies to the Closing Date. The obligations pay any expenses of any Indemnitee under this Section 6.11 7.7, as incurred to the fullest extent permitted under applicable Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. (b) In the event any litigation, claim or proceeding (each, a “Claim”) is asserted or made, any determination required to be made with respect to whether an Indemnitee’s conduct complies with the standards set forth under applicable Law, the applicable organizational documents of any of the Companies or the Subsidiaries or any indemnification agreements or arrangements of any of the Companies or the Subsidiaries, as the case may be, shall be made by independent legal counsel selected by such Indemnitee. (c) Each of Purchaser and the Indemnitee shall cooperate, and cause their respective Affiliates to cooperate, in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (d) The provisions of this Section 7.7: (i) are intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives; and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise. (e) In the event that Purchaser 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 of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Purchaser shall assume all of the obligations thereof set forth in this Section 7.7. (f) The obligations of Purchaser under this Section 7.7 shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 6.11 7.7 applies without the consent of such the affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 6.11 7.7 applies shall be third party beneficiaries of this Section 6.11 and shall be entitled to enforce the covenants contained herein7.7).

Indemnification and Exculpation. Each 20.1 Except to the extent of Buyer Landlord's indemnity obligations set forth in Sections 20.2 and 21.6 and other applicable provisions of the Company agree that Lease, Tenant agrees to indemnify Landlord, and its partners and affiliates, and their respective shareholders, directors, officers, agents, contractors (and their subcontractors) and employees (collectively, "Landlord's Agents") against, and to protect, defend, and save them harmless from, all rights to indemnification or exculpation existing in favor ofdemands, claims, causes of action, liabilities, losses and judgments, and all limitations on reasonable expenses incurred in investigating or resisting the personal liability ofsame (including reasonable attorneys' fees), each present and former directorfor death of or injury to person or damage to property arising out of (i) any occurrence in, officer, employee, fiduciary and agent upon or about the Premises during the term of the Company (each, a “Company Indemnitee”) provided for in the Company Governing Documents shall continue in full force and effect for a period of six (6) years from the Closing; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. From and after the Closing, the Company shall also indemnify and hold harmless the present and former officers and directors of the Company in respect of acts or omissions occurring prior to the Closing this Lease to the extent provided in any written indemnification agreements between the Company of proceeds of insurance required to be maintained by Tenant under this Lease and such officers applicable deductibles, (ii) Tenant's use, occupancy, repairs, maintenance, and directors. Buyer shall not amend the Governing Documents improvements of the Company to amendPremises and all improvements, repeal fixtures, equipment and personal property thereon, and (iii) any act or otherwise modifyomission of Tenant, in each case with retroactive effectits shareholders, the provisions thereunder regarding the limitation of certain liabilities directors, officers, agents, employees, servants, contractors (and indemnification of Company Indemnitees in a manner that would adversely affect the rights of the Company Indemnitees for actions taken or events occurring in periods on or prior to the Closing Datetheir subcontractors), invitees and subtenants. The obligations Tenant's obligation under this Section 6.11 20.1 shall survive the expiration or earlier termination of the term of this Lease. 20.2 Landlord agrees to indemnify Tenant, and its partners and affiliates, and their respective shareholders, directors, officers, agents, contractors (and their subcontractors) and employees (collectively, "Tenant's Agents") against, and to protect, defend, and save them harmless from, all demands, claims, causes of action, liabilities, losses and judgments, and all reasonable expenses incurred in investigating or resisting the same (including reasonable attorneys' fees), for death of or injury to person or damage to property by Landlord and arising out of (i) any occurrence in, upon or about the Premises during the term of this Lease to the extent caused by the willful misconduct or gross negligence of Landlord or Landlord's Agents, (ii) Landlord's repairs, maintenance, and improvements of the Premises, and (iii) any act or omission of Landlord or Landlord's Agents (including servants, contractors and their subcontractors and invitees). Landlord's obligation under this Section 20.2 shall survive the expiration or earlier termination of the term of this Lease. 20.3 Notwithstanding any provision of Sections 20.1 and 20.2 to the contrary, Landlord shall not be terminated liable to Tenant and Tenant assumes all risk of damage to any fixtures, goods, inventory, merchandise, equipment, records, research, experiments, computer hardware and software, leasehold improvements, and other personal property of any nature whatsoever (including any personal property installed as part of the work required of Landlord under the Work Letter), and Landlord shall not be liable for injury to Tenant's business or modified in any loss of income therefrom relative to such a manner as to adversely affect any Company Indemnitee to whom damage, unless caused by Landlord's or Landlord's Agents' willful misconduct or gross negligence. 20.4 The indemnity obligations of both Landlord and Tenant under this Section 6.11 applies without 20 shall be satisfied to the consent extent of proceeds of applicable insurance maintained by Tenant to the extent thereof, and thereafter to proceeds of any applicable insurance maintained by Landlord; Landlord and Tenant shall be required to satisfy any such affected Company Indemnitee (obligation only to the extent it being expressly is not satisfied by proceeds of applicable insurance as set forth above. 20.5 Security devices and services, if any, while intended to deter crime may not in given instances prevent theft or other criminal acts and it is agreed that Landlord shall not be liable for injuries or losses caused by criminal acts of third parties and the Company Indemnitees risk that any security device or service may malfunction or otherwise be circumvented by a criminal is assumed by Tenant. Tenant shall at Tenant's cost obtain insurance coverage to whom this Section 6.11 applies shall be third party beneficiaries of this Section 6.11 and shall be entitled to enforce the covenants contained herein)extent Tenant desires protection against such criminal acts.

Indemnification and Exculpation. Each (a) From and after the Closing Date, Purchaser shall cause the Acquired Company to indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law, the individuals who on or in the five years prior to the Closing Date were directors or officers of Buyer and the Acquired Company agree (collectively, the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of the Acquired Company at any time prior to the Closing Date. Purchaser further agrees that all rights of the Indemnitees to indemnification and exculpation from Liabilities for acts or exculpation existing omissions occurring at or prior to the Closing Date, as provided for in, or implied by, the Organizational Documents of the Acquired Company as now in favor ofeffect (if applicable), any employment or service agreements of the Indemnitees, and all limitations on the personal liability of, each present and former director, officer, employee, fiduciary and agent any indemnification agreements or arrangements of the Company (eachAcquired Company, a “Company Indemnitee”) provided for in each case, in effect as of the Company Governing Documents date hereof, shall survive the Closing Date and shall continue in full force and effect for a in accordance with their terms to the fullest extent permitted by applicable Law. Such rights shall not be amended or otherwise modified with respect to the period of six (6) years from the Closing; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. From and after the Closing, the Company shall also indemnify and hold harmless the present and former officers and directors of the Company in respect of acts or omissions occurring prior to the Closing to the extent provided in any written indemnification agreements between the Company and such officers and directors. Buyer shall not amend the Governing Documents of the Company to amend, repeal or otherwise modify, in each case with retroactive effect, the provisions thereunder regarding the limitation of certain liabilities and indemnification of Company Indemnitees in a manner that would adversely affect the rights of the Company Indemnitees Indemnitees, unless such modification is required by Law. (b) The provisions of this Section 7.7: (i) are intended to be for actions taken the benefit of, and shall be enforceable by, each Indemnitee, his or events occurring her heirs and his or her legal representatives; and (ii) are in periods on addition to, and not in substitution for, any other rights to indemnification or prior contribution that any such Indemnitee may have by Contract or otherwise. (c) In the event that Purchaser 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 of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the Closing Date. successors and assigns of Purchaser shall assume all of the obligations thereof set forth in this Section 7.7. (d) The obligations of Purchaser under this Section 6.11 7.7 shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 6.11 7.7 applies without the consent of such the affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 6.11 7.7 applies shall be are intended third party beneficiaries of this Section 6.11 and shall be entitled to enforce the covenants contained herein7.7).