Common use of Indemnification and Insurance Clause in Contracts

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions), to the fullest extent permitted under applicable Law and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Law.

Indemnification and Insurance. (a) From The Company and, from and after the Effective Time, Parent shall, NetRatings and shall cause the Surviving Corporation to, (ieach an "Indemnifying Party" and collectively the "Indemnifying Parties") shall jointly and severally indemnify, defend and hold harmless each current and former directorperson who is now, officer and or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, an officer, director or employee of the Company and the heirs, executors, trustees, fiduciaries and administrators of such officers, directors or employees (each an "Indemnified Party" and collectively the "Indemnified Parties") against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the Indemnifying Party (which approval shall not be unreasonably withheld) of or in connection with any claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of its Subsidiaries and each the fact that such person who served as is or was a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company Company, whether pertaining to any matter existing or any of its Subsidiaries (eachoccurring at or prior to the Effective Time and whether asserted or claimed prior to, an “Indemnitee” and, collectivelyor at or after, the “Indemnitees”) against Effective Time, including, without limitation, all losses, claims, liabilities, losses, damages, judgmentscosts, finesexpenses, penalties, costs (including amounts paid in settlement liabilities or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating judgments based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the Transactions)transactions contemplated hereby, in each case, to the fullest full extent a corporation is permitted under applicable the Delaware Law to indemnify its own directors, officers and employees, as the case may be. Without limiting the foregoing, in the event any such claim, action, suit, proceeding or investigation is brought against any Indemnified Party (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel reasonably satisfactory to them and the Company (or them and NetRatings and the Surviving Corporation after the Effective Time), (ii) assume all obligations of the Company (or after the Effective Time, NetRatings and its Subsidiaries to the Indemnitees in respect Surviving Corporation) shall pay all reasonable fees and expenses of limitation of liabilitysuch counsel for, exculpationand all other reasonable costs and expenses of, indemnification the Indemnified Parties promptly as statements therefor are received, and advancement of expenses as provided in (Aiii) the Company Charter Documents (or after the Effective Time, NetRatings and the respective organizational documents Surviving Corporation) will use all reasonable efforts to assist in the vigorous defense of each any such matter; provided, however, that none of the Company’s Subsidiaries as currently in effect and (B) , NetRatings or the Surviving Corporation shall be liable for any settlement of any claim effected without its written consent, which consent, however, shall not be unreasonably withheld. Any Indemnified Party wishing to claim indemnification agreements with an Indemnitee under this Section 5.13, upon learning of such claim, action, suit, proceeding or investigation, shall promptly notify the Company, NetRatings or the Surviving Corporation (but only the failure so to notify an Indemnifying Party shall not relieve it from any liability which it may have under this Section 5.13, except to the extent such indemnification agreement was made available to Parent prior failure materially prejudices the defense of such claim, action, suit, proceeding or investigation), and shall deliver to the date hereof)Company (or after the Effective Time, which NetRatings and the Surviving Corporation) the undertaking contemplated by Section 145(e) of the Delaware Law. The obligations of the parties set forth in this Section 5.13 shall be in each case survive the Transactions furtherance of and continue not in full force and effect to limitation of the extent permitted by applicable Lawsucceeding paragraphs of this Section 5.13.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions), to the fullest extent permitted under applicable Law and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereofhereof or entered into after the date hereof in compliance with Section 5.1(a)), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Law. Without limiting the foregoing, at the Effective Time, the Surviving Corporation shall, and Parent shall, and shall cause the Surviving Corporation to, cause the articles of incorporation and bylaws of the Surviving Corporation to include provisions for limitation of liabilities of directors and officers, indemnification, advancement of expenses and exculpation of the Indemnitees no less favorable to the Indemnitees than as set forth in the Company Charter Documents in effect on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees except as required by applicable Law.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shallsolely to the extent that the Partnership or the Partnership GP or any applicable Subsidiary thereof would be permitted to indemnify an Indemnified Person immediately prior to the Effective Time, and shall cause the Surviving Corporation to, Entity and the Partnership GP jointly and severally agree to (i) indemnify, defend and hold harmless each current against any cost or expenses (including attorneys’ fees), judgments, settlements, fines and former director, officer and employee of the Company and any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilitiessanctions, losses, damagesclaims, judgments, fines, penalties, costs (including damages or liabilities and amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claimProceeding, suitand provide advancement of expenses with respect to each of the foregoing to, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions), all Indemnified Persons to the fullest extent permitted under applicable Law and (ii) assume all obligations honor the provisions regarding elimination of the Company liability of officers and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpationdirectors, indemnification of officers, directors and employees and advancement of expenses as provided contained in (A) the Company Charter Organizational Documents of the Partnership and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent Partnership GP immediately prior to the date hereof)Effective Time and ensure that the Organizational Documents of the Surviving Entity and the Partnership GP or any of their respective successors or assigns, which if applicable, shall, for a period of six years following the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Partnership and the Partnership GP than are presently set forth in such Organizational Documents. Any right of an Indemnified Person pursuant to this Section 6.7(a) shall not be amended, repealed, terminated or otherwise modified at any time in each case survive a manner that would adversely affect the Transactions rights of such Indemnified Person as provided herein, and continue in full force shall be enforceable by such Indemnified Person and effect to their respective heirs and representatives against the extent permitted by applicable LawSurviving Entity and the Partnership GP and their respective successors and assigns.

Indemnification and Insurance. (a) From and after the Effective Time, Parent the Surviving Company shall, and Parent shall cause the Surviving Corporation Company to, (i) indemnify, defend indemnify and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person individual who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request Effective Time is, or for at any time prior to the benefit Effective Time was, a director or officer of the Company or any of its Subsidiaries a Subsidiary of the Company (each, together with such Person’s heirs, executors and administrators, an “Indemnitee” and, collectively, the “Indemnitees”) against with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation Action (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, based on or arising out of, relating to in whole or in part, (A) the fact that an Indemnitee is or was a director or officer of the Company or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with any action or omission relating to their position with serving at the request of the Company or its Subsidiaries occurring such Subsidiary as a director, officer, employee, agent, trustee or alleged to have occurred before fiduciary of another Person (including any employee benefit plan)), in each case under clause (A) or (B), at, or at any time prior to, the Effective Time (including any Claim Action relating in whole or in part to the Transactions or relating to the enforcement of this Agreement provision or the Transactionsany other indemnification or advancement right of any Indemnitee), to the fullest extent permitted under applicable Law Law; provided that no Indemnitee shall be indemnified against any liability which by virtue of any rule of law attaches to such Indemnitee in respect of any fraud or dishonesty of which such Indemnitee is guilty in relation to the Company as finally determined by the Supreme Court of Bermuda; and (ii) assume all obligations of the Company and its such Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in (A) the Company Charter Organizational Documents and the respective organizational documents Organizational Documents of each such Subsidiaries as in effect on the date of this Agreement or in any agreement in existence as of the Company’s Subsidiaries as currently in effect date of this Agreement providing for indemnification between the Company and (B) any indemnification agreements with an Indemnitee (but only Indemnitee. Without limiting the foregoing, Parent, from and after the Effective Time, shall cause, to the fullest extent such indemnification agreement was made available permitted under applicable Law, the memorandum of association and bye-laws of the Surviving Company to Parent prior contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date hereof)of this Agreement in the Company Organizational Documents, which provisions shall not be amended, repealed or otherwise modified in each case survive a manner that would adversely affect the Transactions rights thereunder of the Indemnitees. In addition, from the Effective Time, Parent shall, and continue shall cause the Surviving Company to, advance any expenses (including fees and expenses of legal counsel) of any Indemnitee under this Section 6.09 (including in full force connection with enforcing the indemnity and effect other obligations referred to in this Section 6.09) as incurred to the fullest extent permitted by under applicable Law; provided that the individual to whom expenses are advanced provides an undertaking to repay such advances if it shall be finally determined by a court of competent jurisdiction that such Person is not entitled to be indemnified pursuant to this Section 6.09(a).

Indemnification and Insurance. (a) From and after the Effective Time, Parent the Surviving Company shall, and Parent shall cause the Surviving Corporation Company to, (i) indemnify, defend indemnify and hold harmless each current and former directorindividual who at the Effective Time is, or at any time prior to the Effective Time was, a director or officer and employee of the Company and Company, a Subsidiary of the Company, or any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of Person in which the Company or any of its Subsidiaries owns any equity interests at the request of the Company (each, together with such Person’s heirs, executors and administrators, an “Indemnitee” and, collectively, the “Indemnitees”) against with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) ), and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation Action (whether civil, criminal, administrative administrative, or investigative) (each, a “Claim”), whenever asserted, based on or arising out of, relating to in whole or in part, (A) the fact that an Indemnitee is or was a director or officer of the Company or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee, or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with any action or omission relating to their position with serving at the request of the Company or its Subsidiaries occurring such Subsidiary as a director, officer, employee, agent, trustee, or alleged to have occurred before fiduciary of another Person (including any employee benefit plan)), in each case under clause (A) or (B), at, or at any time prior to, the Effective Time (including any Claim Action relating in whole or in part to the Transactions or relating to the enforcement of this Agreement provision or the Transactionsany other indemnification or advancement right of any Indemnitee), to the fullest extent permitted under applicable Law Law; provided that no Indemnitee shall be indemnified against any liability that by virtue of any rule of law attaches to such Indemnitee in respect of any fraud or dishonesty of which such Indemnitee is guilty in relation to the Company, as finally determined by the Supreme Court of Bermuda; and (ii) assume all obligations of the Company and its such Subsidiaries to the Indemnitees in respect of indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (and rights for advancement of expenses) as provided in the Company Organizational Documents and the Organizational Documents of such Subsidiaries as in effect on the date of this Agreement or in any agreement in existence as of the date of this Agreement providing for indemnification between the Company and any Indemnitee. Without limiting the foregoing, Parent, from and after the Effective Time, shall cause, to the fullest extent permitted under applicable Law, the memorandum of association and bye-laws of the Surviving Company to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilityliabilities of directors and officers, exculpation, indemnification and advancement of expenses and indemnification than are set forth as provided of the date of this Agreement in (A) the Company Charter Documents and Organizational Documents, which provisions shall not be amended, repealed, or otherwise modified for a period of six (6) years from the respective organizational documents of each Effective Time in a manner that would adversely affect the rights thereunder of the Company’s Subsidiaries Indemnitees, except as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted amendments may be required by applicable LawLaw during such period.

Indemnification and Insurance. (a) From Parent and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former director, officer and employee Merger Sub agree that all rights to indemnification existing in favor of the Company current or former directors, officers and any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit employees of the Company or any of its Subsidiaries (eachthe “Indemnified Persons”) as provided in the Certificate of Incorporation or By-laws, an “Indemnitee” andor the articles of organization, collectivelybylaws or similar constituent documents of any of the Company’s Subsidiaries or in any indemnification agreement or arrangement, as in effect as of the date of this Agreement with respect to matters occurring prior to the Effective Time shall survive the Merger and shall continue in full force and effect for a period of not less than six years after the Effective Time unless otherwise required by Law. In addition to and not in limitation of the foregoing, the “Indemnitees”Surviving Corporation shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing) each Indemnified Person against all claimsany costs or expenses (including advancing reasonable attorneys’ fees and expenses in advance of the final disposition of any claim, liabilitiessuit, losses, damagesproceeding or investigation to each Indemnified Person to the fullest extent permitted by Law), judgments, fines, penaltieslosses, costs (including claims, damages, liabilities and amounts paid in settlement or compromise) and expenses (including fees and expenses with the prior written consent of legal counselParent) in connection with any actual or threatened claim, action, suit, action, proceeding or investigation (investigation, whether civil, criminal, administrative or investigative) investigative (each, a an “ClaimAction”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred whether before or at the Effective Time (including acts or omissions in connection with such Persons serving as an officer, director or other fiduciary in any Claim relating entity if such service was at the request or for the benefit of the Company), except for in whole any case, any claim, judgments, fines, penalties and amounts to be paid which relate to any act or omission which constitutes a material violation of Law and except for other exceptions to indemnification that are required by Law. In the event of any such Action, the Surviving Corporation shall reasonably cooperate with the Indemnified Person in part the defense of any such Action. The Surviving Corporation shall have the right to assume control of and the defense of, any Action, suit, proceeding, inquiry or investigation to which this Section 5.7(a) shall apply; provided, however, that the Surviving Corporation shall not be obligated to pay the fees and expenses of more than one counsel (selected by a plurality of applicable Indemnified Persons) for all Indemnified Persons in any jurisdiction with respect to any single Action, suit, proceeding, inquiry or investigation, unless the use of one counsel for such Indemnified Persons would present such counsel with a conflict of interest that would make such joint representation inappropriate. The Surviving Corporation shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Person in enforcing the indemnity and other obligations provided in this Section 5.7(a). The advancement of any amounts to be paid in respect of legal and other fees and expenses pursuant to this Agreement or Section 5.7(a) shall be subject to an undertaking of the Transactions)recipient, to the fullest extent permitted under applicable Law and (ii) assume all obligations of required by the Company and its Subsidiaries Corporation Law, to repay such advances if it is ultimately determined that such person is not entitled to indemnification from the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable LawSurviving Corporation.

Indemnification and Insurance. (a) From and after In the Effective Timeevent of any threatened or actual claim, Parent shallaction, and shall cause suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any of the Surviving Corporation to, present or former officers or directors (ithe "Managers") indemnify, defend and hold harmless each current and former director, officer and employee of the Company and any is, or is threatened to be, made a party by reason of its Subsidiaries and each person who served the fact that he is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, member, trustee employee or fiduciary agent of another corporation, partnership, joint venture, trust, pension trust or other employee benefit plan enterprise, whether before or enterprise if such service was at after the request or for Effective Time, the benefit parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that the Company shall indemnify and hold harmless, and from and after the Effective Time each of the Company or Surviving Corporation and Parent shall indemnify and hold harmless, as and to the full extent permitted by applicable law (including by advancing expenses promptly as statements therefor are received), each such Manager against any of its Subsidiaries (eachlosses, an “Indemnitee” andclaims, collectively, the “Indemnitees”) against all claimsdamages, liabilities, lossescosts, damagesexpenses (including attorneys' fees, whether such fees and disbursements were incurred in an action between the parties to this agreement or in an action brought by or involving a third party), judgments, fines, penalties, costs (including fines and amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened such claim, action, suit, proceeding or investigation. In the event of any such claim, action, suit, proceeding or investigation (whether civil, criminal, administrative arising before or investigative) (each, a “Claim”after the Effective Time), whenever asserted(i) the Managers may retain counsel satisfactory to them, arising out ofand the Company, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at Surviving Corporation and Parent after the Effective Time (including any Claim relating in whole or in part to this Agreement or Time, shall pay all fees and expenses of such counsel for the Transactions)Managers promptly, to the fullest extent permitted under applicable Law as statements therefore are received, and (ii) assume all obligations the Company, or the Surviving Corporation and Parent after the Effective Time, will use their respective best efforts to assist in the vigorous defense of any such matter; provided that neither the Company nor the Surviving Corporation or Parent shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and its Subsidiaries provided further that the Surviving Corporation and Parent shall have no obligation hereunder to any Manager when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification of such Manager in the Indemnitees in respect manner contemplated hereby is prohibited by applicable law. Any Manager wishing to claim indemnification under this Section 5.07(a), upon learning of limitation of liabilityany such claim, exculpationaction, indemnification and advancement of expenses as provided in (A) suit, proceeding or investigation, shall notify the Company Charter Documents and, after the Effective Time, the Surviving Corporation and Parent, thereof (provided that the respective organizational documents of each of failure to give such notice shall not affect any obligations hereunder, unless the Company’s Subsidiaries as currently in effect indemnifying party is actually and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereofmaterially prejudiced thereby), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Law.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Company and the Surviving Corporation to, (i) indemnify, defend indemnify and hold harmless each current and former directorindividual who at the Effective Time is, officer and employee of or at any time prior to the Company and any of its Subsidiaries and each person who served as Effective Time was, a director, officer, member, trustee employee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit agent of the Company or any of its Subsidiaries a Subsidiary of the Company (each, an “Indemnitee” and, collectively, the “Indemnitees”) against with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, based on or arising out of, relating to in whole or in part, (A) the fact that an Indemnitee was a director, officer, or employee of the Company or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with any action or omission relating to their position with serving at the request of the Company or its Subsidiaries occurring such Subsidiary as a director, officer, employee, agent, trustee or alleged to have occurred before fiduciary of another Person (including any employee benefit plan)), in each case under (A) or (B), at, or at any time prior to, the Effective Time (including any Claim claim, suit, action, proceeding or investigation relating in whole or in part to this Agreement or the Transactions), to the fullest extent permitted under applicable Law Law, and (ii) assume all obligations of the Company and its such Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in (Ax) the Company Charter Documents and the respective organizational documents of each of the Company’s such Subsidiaries as currently in effect and (By) any the indemnification agreements with an Indemnitee (but only to listed on Section 6.8(a) of the extent such indemnification agreement was made available to Parent prior to the date hereof)Company Disclosure Letter, which shall in each case survive the Transactions and continue in full force and effect in accordance with their respective terms. Without limiting the foregoing, Parent, from and after the Effective Time, shall cause the articles of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date of this Agreement in the Company Charter Documents, which provisions shall not, for a period of six (6) years from and after the Effective Time, be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, from and after the Effective Time, Parent shall, and shall cause the Company and the Surviving Corporation to, advance any expenses (including fees and expenses of legal counsel) of any Indemnitee under this Section 6.8 (including in connection with enforcing the indemnity and other obligations referred to in this Section 6.8) as incurred to the fullest extent permitted by under applicable Law, provided that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined under applicable Law that such Indemnitee is not entitled to be indemnified.

Indemnification and Insurance. (a) From and after the Effective Time until the sixth anniversary of the Effective Time, Parent shall, and shall cause the Surviving Corporation toEntity, (i) jointly and severally, shall indemnify, defend and hold harmless each current and former directorindividual who at the Effective Time is, or at any time prior to the Effective Time was, a director or officer and employee of the Company and any Partnership or of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit Subsidiary of the Company or any of its Subsidiaries Partnership (each, an “Indemnitee” and, collectively, the “Indemnitees”) against with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including reasonable attorneys’ and other professionals’ fees and expenses of legal counselexpenses) in connection with any actual or threatened claim, suit, action, proceeding or investigation Action (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, based on or arising out of, relating to in whole or in part, (A) the fact that an Indemnitee was a director or officer of the Partnership or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of the Partnership or such Subsidiary or taken at the request of the Partnership or such Subsidiary (including in connection with serving at the request of the Partnership or such Subsidiary as a director, officer, employee, agent, trustee or fiduciary of another Person (including any action employee benefit plan)), in each case under clause (A) or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before (B), at, or at any time prior to, the Effective Time (including any Claim Action relating in whole or in part to the Transactions or relating to the enforcement of this Agreement provision or the Transactionsany other indemnification or advancement right of any Indemnitee), in each case, to the fullest extent permitted such Indemnitee is entitled to indemnification under the Partnership Charter, the Partnership Agreement, by Contract (if applicable), in each case, as in effect immediately prior to the Effective Time, and applicable Law Law. Without limiting the foregoing, Parent, from and (ii) assume all obligations after the Effective Time until the sixth anniversary of the Company and its Subsidiaries Effective Time, shall cause, unless otherwise required by Law, the governing documents of the Surviving Entity to contain provisions no less favorable to the Indemnitees in with respect of to limitation of liability, exculpation, liabilities of directors and officers and indemnification and advancement of expenses than are set forth as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently date of this Agreement in effect the Partnership Charter and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof)Partnership Agreement, which provisions shall not be amended, repealed or otherwise modified in each case survive a manner that would adversely affect the Transactions and continue in full force and effect to rights thereunder of the extent permitted by applicable LawIndemnitees.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and Parent shall cause the Surviving Corporation to, (i) indemnify, defend jointly and severally indemnify and hold harmless harmless, to the fullest extent permitted by applicable Law, each current present and former director, director and officer and employee of the Company as of the Effective Time and any of its Subsidiaries and each person who served as a director, officer, member, trustee any other Person entitled to indemnification under the Company Organizational Documents or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit Organizational Documents of the Company or any of its Company’s Subsidiaries (eachin each case, an “Indemnitee” andsolely when acting in such capacity) (collectively, collectivelytogether with their respective heirs, executors and administrators, the “IndemniteesCompany Indemnified Parties”) against all claims, liabilities, losses, damagesany costs or expenses (including attorneys’ fees), judgments, fines, penaltieslosses, costs (including amounts paid in settlement claims, damages or compromise) and expenses (including fees and expenses of legal counsel) liabilities incurred in connection with any actual Action, Proceeding or threatened claiminvestigation, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out ofof or related to the fact that such Person is or was a Company Indemnified Party and pertaining to matters existing or occurring or actions or omissions taken at or prior to the Effective Time, relating including (i) the Transactions, and (ii) actions to enforce this Section 5.10 and any other indemnification or in connection with advancement right of any action or omission relating Company Indemnified Party, and Parent shall, and Parent shall cause the Surviving Corporation to, also advance expenses to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions), Indemnified Parties as incurred to the fullest extent permitted under by applicable Law and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liabilityLaw; provided, exculpationthat, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted required by applicable Law, the Company Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final and nonappealable judicial determination that such Company Indemnified Party is not entitled to indemnification.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shallin the event of any threatened or actual claim, and shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claimaction, suit, action, proceeding or investigation (investigation, whether civil, criminal, criminal or administrative or investigative) (each, a “Claim”), whenever assertedincluding any such Claim in which any individual who is now, arising out ofor has been at any time prior to the date of this Agreement, relating or who becomes prior to the Effective Time, a director or in connection with officer of Knight or any action or omission relating to their position with the Company or of its Subsidiaries occurring or alleged to have occurred before GETCO or any of its Subsidiaries or who is or was serving at the Effective Time request of Knight or any of its Subsidiaries or GETCO or any of its Subsidiaries as a director or officer of another Person (including any Claim relating each an “Indemnified Party”), is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he or she is or was a director or officer of Knight or any of its Subsidiaries or GETCO or any of its Subsidiaries prior to the Effective Time or (ii) this Agreement or any of the Transactions)transactions contemplated by this Agreement, whether asserted or arising before or after the Effective Time, the parties shall cooperate and use their best efforts to defend against and respond thereto. All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the fullest extent permitted under applicable Law and (ii) assume all obligations Effective Time now existing in favor of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses any Indemnified Party as provided in their respective certificates or articles of incorporation or bylaws (Aor comparable organizational documents), and any existing indemnification agreements set forth in Section 7.10(a) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries Knight Disclosure Schedule or Section 7.10(a) of the GETCO Disclosure Schedule (as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereofapplicable), which shall in each case survive the Transactions Mergers and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of such individuals for acts or omissions occurring at or prior to the extent permitted by applicable LawEffective Time or taken at the request of Knight or GETCO, it being understood that nothing in this sentence shall require any amendment to the certificate of incorporation or bylaws of the Company.

Indemnification and Insurance. (a) From Supplier shall defend Buyer, its directors, officers, employees, representatives, successors, assigns distributors, dealers, affiliates and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, customers (i) indemnify, defend and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “IndemniteesIndemnified Parties”) against all claimsduring the term of this Contract and thereafter from any actual or asserted claims or demands, liabilitiesincluding without limitation claims for death, lossespersonal injury, damagesor property damage, judgmentsresulting from, finesarising out of or in any way connected with any act, penaltiesfailure to act, costs neglect or omission of Supplier, its agents, employees, subcontractors or sub-suppliers (including amounts paid in settlement any employee, agent or compromiseinvitee of any of them) and expenses (including fees and expenses during the performance of legal counsel) this Contract or in connection with the Products, Services and/or Deliverables or parts thereof including: (i) any actual allegation that any Product, Service and/or Deliverable (including any article, apparatus, material, component or threatened claimpart thereof incorporated therein) as well as any article, suitdevice or process resulting from the intended use thereof or any process or method furnished by Supplier for making or using a Product, actionService and/or Deliverable, proceeding constitutes an infringement or investigation misappropriation of any patent, copyright or other intellectual property right (whether civilthe “IP Indemnity”); (ii) any failure of a Product, criminalService and/or Deliverable to comply with applicable specifications (functional, administrative design or investigativeotherwise), warranties, or certifications under this Contract; (iii) the negligence, willful misconduct or other tortious conduct of Supplier or Supplier Personnel in design, manufacture or otherwise with respect to a Product or Deliverable or parts therefor or Services rendered hereunder or otherwise in connection herewith; (each, iv) claims based on strict or product liability relating to a Product or Deliverable; (v) failure to warn or inadequate warnings or instructions or (vi) failure of a Product and/or Deliverable to perform in accordance with its intended use (each of the preceding roman numerates (i)-(vi) are referred to herein as a “Claim”)) and indemnify the Indemnified Parties against all losses, whenever assertedliability, judgments, damages, costs, or expenses (including attorney fees and related expenses) (collectively, “Losses”) arising out of, relating to from or in connection with any action or omission relating way connected to their position with the Company or its Subsidiaries occurring or alleged a Claim. Supplier agrees to have occurred before or at the Effective Time (including any Claim relating include this clause in whole or in part to all related subcontracts. The provisions of this Agreement or the Transactions), to the fullest extent permitted under applicable Law and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof), which Section 18 shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Lawtermination or expiration of this Contract.

Indemnification and Insurance. (a) From and after the Effective Time, Parent the Surviving Company shall, and Parent shall cause the Surviving Corporation Company to, (i) indemnify, defend indemnify and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person individual who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request Effective Time is, or for at any time prior to the benefit Effective Time was, a director or officer of the Company or any of its Subsidiaries a Subsidiary of the Company (each, together with such Person’s heirs, executors and administrators, an “Indemnitee” and, collectively, the “Indemnitees”) against with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation Action (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, based on or arising out of, relating to in whole or in part, (A) the fact that an Indemnitee is or was a director or officer of the Company or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with any action or omission relating to their position with serving at the request of the Company or its Subsidiaries occurring such Subsidiary as a director, officer, employee, agent, trustee or alleged to have occurred before fiduciary of another Person (including any employee benefit plan)), in each case under clause (A) or (B), at, or at any time prior to, the Effective Time (including any Claim Action relating in whole or in part to the Transactions or relating to the enforcement of this Agreement provision or the Transactionsany other indemnification or advancement right of any Indemnitee), to the fullest extent permitted under applicable Law and (ii) assume all obligations of the Company and its such Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in (A) the Company Charter Organizational Documents and the respective organizational documents of each such Subsidiaries as in effect on the date of this Agreement or in any agreement in existence as of the Company’s date of this Agreement providing for indemnification between the Company or any of its Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only Indemnitee. Without limiting the foregoing, Parent, from and after the Effective Time, shall cause, to the fullest extent such indemnification agreement was made available permitted under applicable Law, the memorandum of association and bye-laws of the Surviving Company to Parent prior contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date hereof)of this Agreement in the Company Organizational Documents, which provisions shall not be amended, repealed or otherwise modified in each case survive a manner that would adversely affect the Transactions rights thereunder of the Indemnitees. In addition, from the Effective Time, Parent shall cause the Surviving Company to advance the reasonable and continue documented expenses (including reasonable and documented fees and expenses of legal counsel) of any Indemnitee under this Section 6.07 (including in full force connection with enforcing the indemnity and effect other obligations referred to in this Section 6.07) as incurred to the fullest extent permitted by under applicable Law; provided that the individual to whom expenses are advanced provides an undertaking to repay such advances if it shall be finally determined by a court of competent jurisdiction that such Person is not entitled to be indemnified pursuant to this Section 6.07(a).

Indemnification and Insurance. (a) For a period of six years from the Effective Time, the memorandum and articles of association of the Surviving Corporation, subject to compliance with applicable Law, shall contain provisions with respect to exculpation, indemnification and advancement of expenses that are at least as favorable to the directors or officers of the Company as those contained in the memorandum and articles of association in effect immediately as of the date hereof. From and after the Effective Time, each of the Parent shall, and shall cause the Surviving Corporation to, shall (i) indemnifybe jointly and severally liable to pay and perform in a timely manner such indemnification, defend advancement and exculpation obligations, and (ii), to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing, following receipt of any undertakings required by applicable Law), to the same extent that such persons are entitled to indemnification or advancement pursuant to the memorandum and articles of association of the Company as in effect as of the date hereof, each current and former director, director or officer and employee of the Company and or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, an “Indemnified Party”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each person who served Indemnified Party to the fullest extent permitted by Law and following receipt of any undertaking required by applicable Law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened Actions, arising out of, relating to or in connection with any action or omission occurring or alleged to have occurred (x) in such Indemnified Party’s capacity as a director or officer of the Company or any of its Subsidiaries or (y) in such Indemnified Party’s capacity as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request or for the benefit of the Company or one of its Subsidiaries, before the Effective Time (including acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any one of its Subsidiaries (eachSubsidiaries), an “Indemnitee” andincluding, collectivelyfor the avoidance of doubt, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigativei) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to transactions contemplated by this Agreement or the Transactions), to the fullest extent permitted under applicable Law and (ii) assume all obligations actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party. In the Company and its Subsidiaries to event of any such Action, the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents Parent and the respective organizational documents Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable LawAction.

Indemnification and Insurance. (a) From and after the Effective Time until the sixth anniversary of the Effective Time, Parent shall, and shall cause the Surviving Corporation to, Company to and the Surviving Company shall (i) indemnify, defend indemnify and hold harmless each current and former directorindividual who at the Effective Time is, or at any time prior to the Effective Time was, a director or officer and employee of the Company and or of a Subsidiary of the Company, or any of its Subsidiaries and each person Person who served as a director, officer, member, trustee is or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was serving at the request or for the benefit of the Company or any of its Subsidiaries as a director, officer, manager, employee, fiduciary, agent or trustee (or equivalent position) of another Person (including any Joint Venture Entity or employee benefit plan), in each case to the extent acting in such capacity (each, an “Indemnitee” and, collectively, the “Indemnitees”) against with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any threatened or actual or threatened claim, suit, action, proceeding or investigation Action (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, based on or arising out of, relating to in whole or in part, (A) the fact that an Indemnitee was a director or officer of the Company or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with any action or omission relating to their position with serving at the request of the Company or its Subsidiaries occurring such Subsidiary as a director, officer, employee, agent, trustee or alleged to have occurred before fiduciary of another Person (including any Joint Venture Entity or employee benefit plan)), in each case under clause (A) or (B), at, or at any time prior to, the Effective Time (including any Claim threatened or actual Action relating in whole or in part to the Transactions or relating to the enforcement of this Agreement provision or the Transactionsany other indemnification or advancement right of any Indemnitee), to the fullest extent permitted under applicable Law Law; provided that no Indemnitee shall be indemnified against any liability which by virtue of any rule of law attaches to such Indemnitee in respect of any fraud or other intentional dishonesty of which such Indemnitee is determined, in a final non-appealable determination by a Governmental Authority of competent jurisdiction, to be guilty in relation to the Company. Without limiting the foregoing, Parent, from and (ii) assume all obligations after the Effective Time until the sixth anniversary of the Effective Time, shall cause, unless otherwise required by Law, the memorandum of association and bye-laws of the Surviving Company and its Subsidiaries to contain provisions no less favorable to the Indemnitees in with respect of to limitation of liability, exculpation, liabilities of directors and officers and indemnification and advancement than are set forth as of expenses as provided the date of this Agreement in (A) the Company Charter Documents and Organizational Documents, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the respective organizational documents of each rights thereunder of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable LawIndemnitees.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) shall indemnify, defend and hold harmless each current and former directorPerson who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, an officer and employee or director of the Company and any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at (the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”"Covered Parties") against all losses, claims, liabilities, losses, damages, judgmentscosts, fines, penalties, costs expenses (including reasonable attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement or compromise) and expenses (including fees and expenses with the approval of legal counsel) the indemnifying party incurred in connection with any threatened or actual or threatened claim, suit, action, suit or proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating based in whole or in part to on or arising in whole or in part out of the fact that such person is or was a director or officer of the Company ("Indemnified Liabilities"), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, this Agreement or the Transactions)transactions contemplated hereby, in each case to the fullest extent that a corporation is permitted under applicable Law by law to indemnify its own directors or officers, as the case may be. In the event any such claim, action, suit, proceeding or investigation is brought against any Covered Party, the indemnifying parties shall assume and direct all aspects of the defense thereof, including settlement, and the Covered Party shall cooperate in the defense of any such matter. The Covered Party shall have a right to participate in (but not control) the defense of any such matter with its own counsel and at its own expense. Notwithstanding the right of the indemnifying parties to assume and control the defense of such litigation, claim or proceeding, such Covered Party shall have the right to employ separate counsel and to participate in the defense of such litigation, claim or proceeding, and the indemnifying parties shall bear the fees, costs and expenses of such separate counsel and shall pay such fees, costs and expenses promptly after receipt of an invoice from such Covered Party if (i) the use of counsel chosen by the indemnifying parties to represent such Covered Party would present such counsel with a conflict of interest, (ii) assume all obligations the defendants in, or targets of, any such litigation, claim or proceeding shall have been advised by counsel that there may be legal defenses available to it or to other Covered Parties which are different from or in addition to those available to the indemnifying parties or (iii) the indemnifying parties shall not have employed counsel satisfactory to such Covered Party, in the exercise of the Company and its Subsidiaries Covered Party's reasonable judgment, to represent such Covered Party within a reasonable time after notice of the Indemnitees institution of such litigation, claim or proceeding. The Covered Parties as a group shall be represented by a single law firm (plus no more than one local counsel in any jurisdiction) with respect to each such matter unless there is, under applicable standards of limitation professional conduct, a conflict on any significant issue between the positions of liabilityany two or more Covered Parties. Any Covered Party wishing to claim indemnification under this Section 6.05, exculpationupon learning of any such claim, indemnification and advancement of expenses as provided in (A) the Company Charter Documents action, suit, proceeding or investigation, shall promptly notify Parent and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee Surviving Corporation (but only the failure so to notify shall not relieve the indemnifying party from any liability which it may have under this Section 6.05, except to the extent such indemnification agreement was made available to Parent prior failure materially prejudices the indemnifying parties). Each Covered Party shall be entitled to the date hereof)advancement of expenses to the full extent permitted by law in connection with any such action (subject to tendering any undertaking to repay such expenses, which shall in each case survive the Transactions and continue in full force and effect to the extent permitted required by applicable Lawlaw). Notwithstanding the foregoing, in the event that there is any conflict between this Section 6.05(a) and the terms of the Certificate of Incorporation or By-Laws of the Company, the Certificate of Incorporation and/or By-laws, as the case may be, shall prevail.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and TopCo shall cause the Surviving Corporation to, (i) indemnify, defend indemnify and hold harmless each current and former director, officer and employee individual who is as of the Company and date of this Agreement, or who becomes prior to the Effective Time, a director or officer of MSLO or Sequential or any of its their respective Subsidiaries and each person or who served is as a directorof the date of this Agreement, officeror who thereafter commences prior to the Effective Time, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was serving at the request of MSLO or for the benefit of the Company Sequential, as applicable, or any of its their respective Subsidiaries as a director or officer of another Person (each, an “Indemnitee” and, collectivelyincluding such individual’s affiliates, the “IndemniteesIndemnified Parties”) ), against all claims, losses, liabilities, losses, damages, judgments, finesinquiries, penaltiesfines and reasonable fees, costs (and expenses, including amounts paid in settlement or compromise) and expenses (including attorneys’ fees and expenses of legal counsel) disbursements, incurred in connection with any actual or threatened claim, suit, action, proceeding suit or investigation (proceeding, whether civil, criminal, administrative or investigative) investigative (each, a “Claim”), whenever asserted, arising out of, relating including with respect to matters existing or in connection with any action occurring at or omission relating prior to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of or pertaining to the fact that the Indemnified Party (or such Indemnified Party’s affiliate) is or was an officer or director of MSLO or Sequential, as applicable, or any Claim relating in whole of their respective Subsidiaries is or was serving at the request of MSLO or Sequential, as applicable, or any of their respective subsidiaries as a director or officer of another person or in part respect of any acts or omissions in their capacities as such directors or officers occurring prior to this Agreement the Effective Time, whether asserted or claimed prior to, at or after the Transactions)Effective Time, to the fullest extent permitted under by applicable Law Law, and (ii) assume all obligations any indemnification agreements in existence as of the Company and its Subsidiaries date of this Agreement. In the event of any such claim, action, suit or proceeding, (i) each Indemnified Party will be entitled to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided incurred in (A) the Company Charter Documents and the respective organizational documents defense of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only such claim, action, suit or proceeding from TopCo to the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the fullest extent permitted by applicable Law; provided, that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification, and (ii) TopCo shall, and shall cause its Subsidiaries to, cooperate in the defense of any such matter. In the event that TopCo, the Sequential Surviving Corporation or the MSLO 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 assets to any person, then, and in each such case, TopCo, the Sequential Surviving Corporation and/or the MSLO Surviving Corporation, as applicable, shall cause proper provision to be made so that the successors and assigns of TopCo, the Sequential Surviving Corporation and/or the MSLO Surviving Corporation, as applicable, assume the obligations set forth in this Section 6.4(a).

Indemnification and Insurance. (a) From and after the Effective Time, solely to the extent that the Partnership or the Partnership GP or any applicable Subsidiary thereof would be permitted to indemnify an Indemnified Person immediately prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, Entity jointly and severally agree to (i) indemnify, defend indemnify and hold harmless each current against any reasonable costs or expenses (including reasonable attorneys’ fees and former directorall other reasonable costs, officer expenses and employee of the Company obligations (including 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 of its Subsidiaries and each person who served as Proceeding, including any Proceeding relating to a director, officer, member, trustee claim for indemnification or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, advancement brought by an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damagesIndemnified Person), judgments, fines, penaltieslosses, costs (including claims, damages or liabilities, penalties and amounts paid in settlement or compromise) and expenses (including fees all interest, assessments and expenses other charges paid or payable in connection with or in respect of legal counselany thereof) in connection with any actual or threatened claimProceeding, suitand, actionupon receipt by Parent of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be determined in a final and non-appealable judgment entered by a court of competent jurisdiction that the Indemnified Person is not entitled to be indemnified, proceeding or investigation (whether civilprovide advancement of expenses with respect to each of the foregoing to, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions), all Indemnified Persons to the fullest extent permitted under applicable Law and (ii) assume all obligations honor the provisions regarding elimination of the Company liability of officers and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpationdirectors, indemnification of officers, directors and employees and advancement of expenses as provided contained in (A) the Company Charter Organizational Documents of the Partnership and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent Partnership GP immediately prior to the date hereof)Effective Time, which and ensure that the Organizational Documents of the Partnership and the Partnership GP or any of their respective successors or assigns, if applicable, shall, for a period of six years following the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers and employees of the Partnership and the Partnership GP than are presently set forth in such Organizational Documents. Any right of an Indemnified Person pursuant to this Section 6.7(a) shall not be amended, repealed, terminated or otherwise modified at any time in each case survive a manner that would adversely affect the Transactions rights of such Indemnified Person as provided herein, and continue in full force shall be enforceable by such Indemnified Person and effect to their respective heirs and representatives against Parent and the extent permitted by applicable LawPartnership GP and their respective successors and assigns.

Indemnification and Insurance. (a) From and after the Effective Time, Parent the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, (i) indemnify, defend indemnify and hold harmless harmless, to the fullest extent permitted by applicable Law, each current present and former director, director and officer and employee of the Company and any of its Subsidiaries (in each case, when acting in such capacity) (collectively, together with their respective heirs, executors and each administrators, the “Company Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or Liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to the fact that such person who served as is or was a director, officer, member, trustee director or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit officer of the Company or any of its Subsidiaries and pertaining to matters existing or occurring or actions or omissions taken prior to the Effective Time, including (eachi) the Transactions, an “Indemnitee” andand (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right of any Company Indemnified Party, collectivelyand the Surviving Corporation shall, and Parent shall cause the “Indemnitees”) against all claimsSurviving Corporation to, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and also advance expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions), Indemnified Parties as incurred to the fullest extent permitted under applicable Law and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Law; provided that the Company Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final and nonappealable judicial determination that such Company Indemnified Party is not entitled to indemnification.

Indemnification and Insurance. (a) From and after the Effective Time, Parent the Surviving Company shall, and Parent shall cause the Surviving Corporation Company to, (i) indemnify, defend indemnify and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person individual who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request Effective Time is, or for at any time prior to the benefit Effective Time was, a director or officer of the Company or any of its Subsidiaries a Subsidiary of the Company (each, together with such Person’s heirs, executors and administrators, an “Indemnitee” and, collectively, the “Indemnitees”) against with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation Action (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, based on or arising out of, relating to in whole or in part, (A) the fact that an Indemnitee was a director or officer of the Company or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with any action or omission relating to their position with serving at the request of the Company or its Subsidiaries occurring such Subsidiary as a director, officer, employee, agent, trustee or alleged to have occurred before fiduciary of another Person (including any employee benefit plan)), in each case under clause (A) or (B), at, or at any time prior to, the Effective Time (including any Claim Action relating in whole or in part to the Transactions or relating to the enforcement of this Agreement provision or the Transactionsany other indemnification or advancement right of any Indemnitee), to the fullest extent permitted under applicable Law and (ii) assume all obligations of the Company and its such Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in (A) the Company Charter Organizational Documents and the respective organizational documents of each such Subsidiaries as in effect on the date of this Agreement or in any agreement in existence as of the Company’s Subsidiaries as currently in effect date of this Agreement providing for indemnification between the Company and (B) any indemnification agreements with an Indemnitee (but only to Indemnitee. Without limiting the extent such indemnification agreement was made available to Parent prior to foregoing, Parent, from and after the date hereof)Effective Time, which shall in each case survive the Transactions and continue in full force and effect to the extent permitted cause, unless otherwise required by applicable Law, the certificate of incorporation and by-laws of the Surviving Company to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date of this Agreement in the Company Organizational Documents, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, from the Effective Time, Parent shall cause the Surviving Company to, advance any expenses (including fees and expenses of legal counsel) of any Indemnitee under this Section 5.08 (including in connection with enforcing the indemnity and other obligations referred to in this Section 5.08) as incurred to the fullest extent permitted under applicable Law; provided that the individual to whom expenses are advanced provides an undertaking to repay such advances if it shall be finally determined by a court of competent jurisdiction that such Person is not entitled to be indemnified pursuant to this Section 5.08(a).

Indemnification and Insurance. (a) From The Purchaser and after Parent agree that until six years from the date the Shares are purchased by Parent or the Purchaser in the Offer (the "Acceptance Date"), the Purchaser will maintain all rights to indemnification now existing in favor of the directors, officers, employees, fiduciaries and agents of the Company as provided in the Company's Articles of Incorporation and Bylaws or otherwise in effect under any agreement on the date of this Agreement and that the Articles of Incorporation and Bylaws of the Purchaser shall not be amended to reduce or limit the rights of indemnity afforded to the present and former directors and officers of the Company, or the ability of the Purchaser to indemnify them, nor to hinder, delay or make more difficult the exercise of such rights of indemnity or the ability to indemnify. (b) The Purchaser will at all times exercise the powers granted to it by its Articles of Incorporation, its Bylaws, and by applicable law to indemnify and hold harmless to the fullest extent possible present or former directors, officers, employees, fiduciaries and agents of the Company against any threatened or actual claim, action, suit, proceeding or investigation made against them arising from their service in such capacities (or service in such capacities for another enterprise at the request of the Company) prior to, and including the Acceptance Date for at least six years from the Acceptance Date. Parent shall assume and perform the obligations of the Purchaser under this Section 6.10; provided, that, any indemnified party shall make a good faith effort (which shall not include any requirement to bring any suit, claim, action, or other proceeding) to cause the Purchaser to perform its obligations under this Section 6.10 before requesting Parent to assume and perform such obligations. (c) Should any threatened or actual claim action, suit, proceeding or investigation be made against any present or former director, officer, employee, fiduciary or agent of the Company, arising from his services as such, within six years from the Effective Time, the provisions of this Section 6.10 shall continue in effect until the final disposition of all such claims. (d) Any indemnified party wishing to claim indemnification under this Section, upon learning of any such action, suit, claim, proceeding or investigation, shall notify Parent shalland the Purchaser within 15 days thereof; provided, however, that any failure so to notify Parent and the Purchaser of any obligation to - 23 - 24 indemnify such indemnified party or of any other obligation imposed by this Section shall not affect such obligations except to the extent Parent and/or the Purchaser is actually prejudiced thereby. Parent and the Purchaser shall be entitled to assume the defense of any such action, suit, claim, proceeding or investigation with counsel of its choice, unless there is, under applicable standards of professional conduct, a conflict of any significant issue between the positions of Parent and the Purchaser, on the one hand, and the indemnified parties, on the other, in which event the indemnified parties as a group may retain one law firm to represent them with respect to such matter. Neither Parent or the Purchaser, on the one hand, nor the indemnified parties, on the other hand, may settle any such action, suit, claim, proceeding or investigation without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. (e) In addition to the foregoing, Parent shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former director, officer and employee of Purchaser to honor in accordance with their terms any indemnification agreements in existence on the date hereof between the Company and any of its Subsidiaries and each person who served as a present or former director, officer, memberemployee, trustee fiduciary or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions), to the fullest extent permitted under applicable Law and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each agent of the Company’s Subsidiaries as currently . (f) The parties agree that the provisions of this Section 6.10 will not require Parent or the Purchaser to maintain directors' and officers' insurance coverage in effect favor of the Company's present and former directors and officers. (Bg) any indemnification agreements with an Indemnitee (but only Notwithstanding anything in this Agreement to the extent contrary, in the event this Agreement is terminated in accordance with its terms before the consummation of the Merger, the Purchaser's and Parent's obligations under this Section 6.10 shall cease upon such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Law.termination. ARTICLE VII

Indemnification and Insurance. (a) From and after In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, Parent shalla trustee, and shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person who served as a director, officer, memberemployee, trustee fiduciary or fiduciary agent of VPT or any of its subsidiaries (the "Indemnified Parties") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he or it is or was a trustee, director, officer, employee or agent of VPT or any of its subsidiaries, or is or was serving at the request of VPT or any of its subsidiaries as a trustee, director, officer, employee or agent of another corporation, partnership, joint venture, trust, pension trust or other employee benefit plan enterprise, or enterprise if such service was at the request or for the benefit of the Company (ii) this Agreement or any of its Subsidiaries (eachthe transactions contemplated hereby, an “Indemnitee” and, collectivelywhether in any case asserted or arising before or after the Effective Time, the “Indemnitees”) parties hereto agree to cooperate and use their reasonable best efforts to defend against all and respond thereto. It is understood and agreed that VPT shall indemnify and hold harmless, and after the Effective Time the Successor and Buyer shall indemnify and hold harmless, as and to the full extent VPT is permitted by applicable law and its Declaration of Trust and Bylaws as in effect on the date hereof, each Indemnified Party against any losses, claims, damages, liabilities, lossescosts, damagesexpenses (including attorneys' fees and expenses), judgments, fines, penalties, costs (including fines and amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any such threatened or actual or threatened claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether civil, criminal, administrative asserted or investigative) (each, a “Claim”arising before or after the Effective Time), whenever asserted(i) VPT, arising out of, relating to or in connection with any action or omission relating to their position with and the Company or its Subsidiaries occurring or alleged to have occurred before or at Successor and Buyer after the Effective Time (including Time, shall promptly pay expenses in advance of the final disposition of any Claim relating in whole claim, suit, proceeding or in part investigation to this Agreement or the Transactions), each Indemnified Party to the fullest full extent permitted under applicable Law and by law, (ii) assume the Indemnified Parties may retain one counsel satisfactory to them (or, if separate defenses are available to different Indemnified Parties, one counsel for each Indemnified Party which has such a separate defense), and VPT, and the Successor and Buyer after the Effective Time, shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties within thirty days after statements therefor are received, and (iii) VPT, the Successor and Buyer will use their respective reasonable best efforts to assist in the vigorous defense of any such matter; provided, that neither VPT nor the Successor nor Buyer shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and provided further that neither the Successor nor Buyer shall have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Any Indemnified Party wishing to claim indemnification under this Section 9.10, upon learning of any such claim, action, suit, proceeding or investigation, shall notify VPT and, after the Effective Time, the Successor and Buyer, thereof, provided that the failure to so notify shall not affect the obligations of VPT, the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only Successor or Buyer except to the extent such indemnification agreement was made available failure to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Lawnotify materially prejudices such party.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and the Company shall cause the Surviving Corporation to, (i) to indemnify, defend and hold harmless to the fullest extent permitted under applicable law each current and former directorperson who is, or has been at any time prior to the Effective Time, an officer and employee or director of the Company and any of its Subsidiaries Titan (or a Titan Subsidiary or division thereof) and each person who served at the request of Titan as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (eachindividually, an “Indemnitee” "Indemnified Person" and, collectively, the “Indemnitees”"Indemnified Persons") against all losses, claims, damages, liabilities, losses, damagescosts or expenses (including attorneys' fees), judgments, fines, penalties, costs (including penalties and amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed before or after the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”an "Action"), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with (i) the Company or its Subsidiaries occurring or alleged shall cause the Surviving Corporation to have occurred before or at pay, as incurred, the Effective Time (including fees and expenses of counsel selected by the Surviving Corporation, which counsel shall be reasonably acceptable to the Indemnified Person, in advance of the final disposition of any Claim relating in whole or in part to this Agreement or the Transactions), such Action to the fullest extent permitted under by applicable Law law, and, if required, upon receipt of any undertaking required by applicable law, and (ii) assume the Company will, and will cause the Surviving Corporation to, cooperate in the defense of any such matter; provided, however, the Company shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed), and provided further, that the Surviving Corporation shall not be obligated pursuant to this Section 6.21 to pay the fees and disbursements of more than one counsel for all obligations Indemnified Persons in any single Action, unless, in the good faith judgment of any of the Company and its Subsidiaries to the Indemnitees Indemnified Persons, there is or may be a conflict of interests between two or more of such Indemnified Persons, in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of which case there may be separate counsel for each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Lawsimilarly situated group.

Indemnification and Insurance. (a) From and after the Effective Time, Parent and the Surviving Corporation shall, jointly and severally (and Parent shall cause the Surviving Corporation to), indemnify, defend and hold harmless, to the fullest extent authorized or permitted under the PBCL or other applicable Law, each Person who is now, or has been at any time prior to the date of this Agreement or who becomes such prior to the Effective Time, an officer, director or employee of the Company or any of the Company Subsidiaries (individually, an “Indemnified Party,” and collectively, the “Indemnified Parties”) (in such Person’s capacity as such and not as shareholders of the Company) against any and all losses, claims, damages, costs, expenses (including attorneys’ fees and disbursements), fines, liabilities and judgments and amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not be unreasonably withheld, delayed or conditioned) (collectively, “Indemnified Liabilities”) incurred in connection with any pending, threatened or completed claim, action, suit, proceeding or investigation, whether civil, criminal or investigative (each, a “Proceeding”) based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to (i) the fact that such Person is or was an officer, director, employee, fiduciary or agent of the Company or any of the Company Subsidiaries or (ii) matters occurring or existing at or prior to the Effective Time (including acts or omissions occurring in connection with this Agreement or any of the Transactions), whether asserted or claimed prior to, at or after, the Effective Time. In the event any claim for Indemnified Liabilities is asserted or made by an Indemnified Party, any determination required to be made with respect to whether such Indemnified Party’s conduct complies with the standards set forth under the PBCL or other applicable Law shall be made by independent legal counsel selected by such Indemnified Party and reasonably acceptable to the 50 Surviving Corporation. Parent shall, or shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against promptly advance all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and reasonable out-of-pocket expenses of legal counsel) each Indemnified Party in connection with any actual Proceeding as such expenses (including attorneys’ fees and disbursements) are incurred upon receipt from such Indemnified Party of a request therefor (accompanied by invoices or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”other relevant documentation), whenever asserted, arising out of, relating provided (if and to the extent required by the PBCL or other applicable Law) that such Indemnified Party undertakes to repay such amount if it is ultimately determined that such Indemnified Party is not entitled to be indemnified under the PBCL or other applicable Law with respect to such Proceeding. In the event that any Proceeding is brought against any Indemnified Party (and in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactionswhich indemnification could be sought by such Indemnified Party hereunder), Parent and the Surviving Corporation shall each use commercially reasonable efforts to assist in the vigorous defense of such matter; provided, however, that neither Parent nor the Surviving Corporation shall settle, compromise or consent to the fullest extent permitted under applicable Law entry of any judgment in any such Proceeding without the prior written consent of such Indemnified Party if and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent the terms of the proposed settlement, compromise or judgment involve any non-monetary relief from such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable LawIndemnified Party.

Indemnification and Insurance. (a) From and after In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective TimeDate, Parent shalla director, and shall cause trustee, officer, employee, fiduciary or agent of the Surviving Corporation toCompany or any of its subsidiaries (the "Indemnified Parties") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) indemnifythe fact that he, defend and hold harmless each current and former she or it is or was a director, officer and trustee, officer, employee or agent of the Company and or any of its Subsidiaries and each person who served subsidiaries, or is or was serving at the request of the Company or any of its subsidiaries as a director, trustee, officer, member, trustee employee or fiduciary agent of another corporation, partnership, joint venture, trust, pension trust or other employee benefit plan enterprise; or enterprise if such service was at the request or for the benefit of the Company (ii) this Merger Agreement or any of its Subsidiaries (eachthe transactions contemplated hereby, an “Indemnitee” and, collectivelywhether in any case asserted or arising before or after the Effective Date, the “Indemnitees”) parties hereto agree to cooperate and use their reasonable best efforts to defend against all and respond thereto. It is understood and agreed that the Company shall indemnify and hold harmless, and after the Effective Date Purchaser shall indemnify and hold harmless, as and to the full extent permitted by applicable law, each Indemnified Party against any losses, claims, damages, liabilities, lossescosts, damagesexpenses (including attorneys' fees and expenses), judgments, fines, penalties, costs (including fines and amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any such threatened or actual or threatened claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether civil, criminal, administrative asserted or investigative) (each, a “Claim”arising before or after the Effective Date), whenever asserted(i) the Company, arising out of, relating to or in connection with any action or omission relating to their position with and the Company or its Subsidiaries occurring or alleged to have occurred before or at Purchaser after the Effective Time (including Date, shall promptly pay expenses in advance of the final disposition of any Claim relating in whole claim, suit, proceeding or in part investigation to this Agreement or the Transactions), each Indemnified Party to the fullest full extent permitted under applicable Law and by law; (ii) assume the Indemnified Parties may retain counsel satisfactory to them, and the Company, and Purchaser after the Effective Date, shall pay all fees and expenses of such counsel for the Indemnified Parties within thirty days after statements therefor are received; and (iii) the Company and Purchaser will use their respective reasonable best efforts to assist in the vigorous defense of any such matter; provided, that neither the Company nor Purchaser shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and provided further that the Purchaser shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Any Indemnified Party wishing to claim indemnification under this Section 10.3, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Company and, after the Effective Date, Purchaser, thereof, provided that the failure to so notify shall not affect the obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only or Purchaser except to the extent such indemnification agreement was made available failure to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Lawnotify materially prejudices such party.

Indemnification and Insurance. (a) From and after the Effective Time, Parent the Surviving Company shall, and Parent shall cause the Surviving Corporation Company to, (i) indemnify, defend indemnify and hold harmless each current present and former director, director and officer and employee of the Company and or any of its Subsidiaries (in each case, when acting in such capacity) (collectively, together with their respective heirs, executors and each person who served as a directoradministrators, officerthe “Company Directors and Officers”) against any costs or expenses (including reasonable attorneys’ fees), memberjudgments, trustee or fiduciary of another corporationfines, partnershiplosses, joint venturedamages, trust, pension amounts paid in settlement or other employee benefit plan Liabilities incurred in connection with any actual or enterprise if threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (an “Indemnified Action”), arising out of the fact that such service person is or was a director or officer of the Company or any of its Subsidiaries (or, at the request or for the benefit of the Company or any of its Subsidiaries Subsidiaries, of any other person) at any time at or before the Effective Time, whether pertaining to matters existing or occurring or actions or omissions taken (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have existed, occurred before or been taken) at or after the Effective Time (Time, including any Claim relating the transactions contemplated by this Agreement, in whole or in part to this Agreement or the Transactions), each case to the fullest extent permitted under by applicable Law Law, and (ii) assume all obligations of the Surviving Company shall, and Parent shall cause the Surviving Company to, also advance expenses to the Company Directors and its Subsidiaries Officers in connection with any and all such Indemnified Actions as incurred to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the fullest extent permitted by applicable Law; provided, that each of the Company Directors and Officers to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final and nonappealable judicial determination that such Company Director or Officer is not entitled to indemnification under this Section 5.9(a) or otherwise.

Indemnification and Insurance. (a) From and after the Effective Time, each of Parent and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, in each case to the fullest extent permissible by applicable Law, (i) indemnify, defend jointly and severally indemnify and hold harmless each current and former directorindividual who at the Effective Time is, officer and employee of or at any time prior to the Company and any of its Subsidiaries and each person who served as Effective Time was, a director, officer, member, trustee employee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit agent of the Company or any of its Subsidiaries a Subsidiary of the Company (each, an “Indemnitee” and, collectively, the “Indemnitees”) against with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including reasonable fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation Action (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, based on or arising out of, relating to in whole or in part, (A) the fact that an Indemnitee is or was a director, officer, employee or agent of the Company or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with any action or omission relating to their position with serving at the request of the Company or its Subsidiaries occurring such Subsidiary as a representative of another Person (including any employee benefit plan)), in each case under clause (A) or alleged to have occurred before (B), at, or at any time prior to, the Effective Time (including any Claim Action relating in whole or in part to the Transactions or relating to the enforcement of this provision or any other indemnification or advancement right of any Indemnitee) and (ii) assume (in the case of the Surviving Corporation, in the Merger without any further action) all obligations of the Company and such Subsidiaries to the Indemnitees in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in the Company Charter Documents and the organizational documents of such Subsidiaries as in effect on the date of this Agreement or in any agreement in existence as of the Transactions)date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnitee. Without limiting the foregoing, Parent, from and after the Effective Time, shall cause, unless otherwise required by Law, the articles of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date of this Agreement in the Company Charter Documents, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees in any material respect. In addition, from the Effective Time, Parent shall, and shall cause the Surviving Corporation to, without requiring a preliminary determination of entitlement to indemnification, advance any expenses (including reasonable fees and expenses of legal counsel) of any Indemnitee under this Section 5.06 (including in connection with enforcing the indemnity and other obligations referred to in this Section 5.06) as incurred to the fullest extent permitted under applicable Law and (iiLaw; provided that the individual to whom expenses are advanced provides an undertaking to repay such advances if it shall be determined that such Person is not entitled to be indemnified pursuant to this Section 5.06(a) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by or applicable Law.

Indemnification and Insurance. (a) From and after the Effective TimeClosing, Parent shall, and Purchaser shall cause the Surviving Corporation toGroup Companies, to the fullest extent permissible by applicable Law, and in each case to the extent provided by and subject to the terms and conditions of the organizational or similar documents of the Group Companies in existence as of the date of this Agreement (ior in any agreement in existence as of the date of this Agreement providing for indemnification between any of the Group Companies and any Indemnitee, in each case a true and complete list of which is forth in Section 5.10(a) indemnifyof the Seller Disclosure Letter), defend indemnify and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person individual who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request Closing is, or for at any time prior to the benefit Closing was, a director or officer of the any Group Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claimswith respect to Losses in connection with any Proceeding, liabilitieswhenever asserted, losses, damages, judgments, fines, penalties, costs to the extent based on or arising out of (A) the fact that an Indemnitee is or was a director or officer of such Group Company or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director or officer of such Group Company or taken at the request of such Group Company (including amounts paid in settlement connection with serving at the request of such Group Company as a representative of another Person (including any employee benefit plan)), in each case under clause (A) or compromise(B), at, or at any time prior to, the Closing (including any Proceeding relating to the enforcement of this provision or any other indemnification or advancement right of any Indemnitee but in each case excluding any Losses to the extent arising from such Indemnitee’s position as a director, officer, employee or other agent of Seller or any of its Affiliates (other than the Group Companies)). Without limiting the foregoing, Purchaser, from and after the Closing, shall cause, unless otherwise required by applicable Law, the organizational or similar documents of the Group Companies to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date of this Agreement in the organizational or similar documents of the Group Companies, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, from and after the Closing to the extent provided for in the organizational or similar documents of the Group Companies in existence as of the date of this Agreement (or in any agreement set forth in Section 5.10(a) and of the Seller Disclosure Letter), Purchaser shall, without requiring a preliminary determination of entitlement to indemnification, advance any expenses (including fees and expenses of legal counsel) of any Indemnitee under this Section 5.10 (including in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigativeenforcing the indemnity and other obligations referred to in this Section 5.10) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions), as incurred to the fullest extent permitted under applicable Law and (ii) assume all obligations of the Company and its Subsidiaries Law, subject to the Indemnitees in respect receipt of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only undertaking to refund such amounts to the extent it is determined that such Person is not entitled to indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Lawhereunder.

Indemnification and Insurance. (a) From and after the Effective Time, Parent and the Surviving Corporation shall, jointly and severally (and Parent shall cause the Surviving Corporation to), indemnify, defend and hold harmless, to the fullest extent authorized or permitted under the PBCL or other applicable Law, each Person who is now, or has been at any time prior to the date of this Agreement or who becomes such prior to the Effective Time, an officer, director or employee of the Company or any of the Company Subsidiaries (individually, an “Indemnified Party,” and collectively, the “Indemnified Parties”) (in such Person’s capacity as such and not as shareholders of the Company) against any and all losses, claims, damages, costs, expenses (including attorneys’ fees and disbursements), fines, liabilities and judgments and amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not be unreasonably withheld, delayed or conditioned) (collectively, “Indemnified Liabilities”) incurred in connection with any pending, threatened or completed claim, action, suit, proceeding or investigation, whether civil, criminal or investigative (each, a “Proceeding”) based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to (i) the fact that such Person is or was an officer, director, employee, fiduciary or agent of the Company or any of the Company Subsidiaries or (ii) matters occurring or existing at or prior to the Effective Time (including acts or omissions occurring in connection with this Agreement or any of the Transactions), whether asserted or claimed prior to, at or after, the Effective Time. In the event any claim for Indemnified Liabilities is asserted or made by an Indemnified Party, any determination required to be made with respect to whether such Indemnified Party’s conduct complies with the standards set forth under the PBCL or other applicable Law shall be made by independent legal counsel selected by such Indemnified Party and reasonably acceptable to the Surviving Corporation. Parent shall, or shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against promptly advance all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and reasonable out-of-pocket expenses of legal counsel) each Indemnified Party in connection with any actual Proceeding as such expenses (including attorneys’ fees and disbursements) are incurred upon receipt from such Indemnified Party of a request therefor (accompanied by invoices or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”other relevant documentation), whenever asserted, arising out of, relating provided (if and to the extent required by the PBCL or other applicable Law) that such Indemnified Party undertakes to repay such amount if it is ultimately determined that such Indemnified Party is not entitled to be indemnified under the PBCL or other applicable Law with respect to such Proceeding. In the event that any Proceeding is brought against any Indemnified Party (and in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactionswhich indemnification could be sought by such Indemnified Party hereunder), Parent and the Surviving Corporation shall each use commercially reasonable efforts to assist in the vigorous defense of such matter; provided, however, that neither Parent nor the Surviving Corporation shall settle, compromise or consent to the fullest extent permitted under applicable Law entry of any judgment in any such Proceeding without the prior written consent of such Indemnified Party if and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent the terms of the proposed settlement, compromise or judgment involve any non-monetary relief from such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable LawIndemnified Party.

Indemnification and Insurance. (a) From and after the Effective Time, each of Parent and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, in each case to the fullest extent permissible by applicable Law, (i) indemnify, defend jointly and severally indemnify and hold harmless each current and former directorindividual who at the Effective Time is, officer and employee of or at any time prior to the Company and any of its Subsidiaries and each person who served as Effective Time was, a director, officer, member, trustee employee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit agent of the Company or any of its Subsidiaries a Subsidiary of the Company (each, an “Indemnitee” and, collectively, the “Indemnitees”) against with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation Action (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever or where ever asserted, based on or arising out of, relating to in whole or in part, (A) the fact that an Indemnitee is or was a director, officer, employee or agent of the Company or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with any action or omission relating to their position with serving at the request of the Company or its Subsidiaries occurring such Subsidiary as a representative of another Person (including any employee benefit plan)), in each case under clause (A) or alleged to have occurred before (B), at, or at any time prior to, the Effective Time (including any Claim Action relating in whole or in part to the Transactions or relating to the enforcement of this provision or any other indemnification or advancement right of any Indemnitee) and (ii) assume (in the case of the Surviving Corporation, in the Merger without any further action) all obligations of the Company and such Subsidiaries to the Indemnitees in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in the Company Charter Documents and the organizational documents of such Subsidiaries as in effect on the date of this Agreement or in any agreement in existence as of the Transactions)date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnitee. Without limiting the foregoing, Parent, from and after the Effective Time, shall cause, unless otherwise required by Law, the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification and advancement of expenses than are set forth as of the date of this Agreement in the Company Charter Documents, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of any of the Indemnitees. In addition, from the Effective Time, Parent shall, and shall cause the Surviving Corporation to, without requiring a preliminary determination of entitlement to indemnification, advance any expenses (including fees and expenses of legal counsel) of any Indemnitee under this Section 5.06 (including in connection with enforcing the indemnity and other obligations referred to in this Section 5.06) as incurred to the fullest extent permitted under applicable Law and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Law.

Indemnification and Insurance. (a) From and after the Effective Time, Parent and the Surviving Corporation shall, jointly and severally (and Parent shall cause the Surviving Corporation to), indemnify, defend and hold harmless, to the fullest extent authorized or permitted under the TBOC or other applicable Law and its articles of incorporation, by-laws or similar organizational or governing documents, each Person who is now, or has been at any time prior to the date of this Agreement or who becomes such prior to the Effective Time, an officer or director of the Company or any of the Company Subsidiaries (individually, an “Indemnified Party”, and collectively, the “Indemnified Parties”) against any and all losses, claims, damages, costs, expenses (including reasonable attorneys’ fees and disbursements), obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges), fines, liabilities and judgments (collectively, “Indemnified Liabilities”), paid or incurred in connection with investigating, defending, serving as a witness with respect to or otherwise participating in (and including preparation for any of the foregoing) any pending, threatened, asserted or completed claim, action, suit, proceeding, inquiry or investigation (including any action or brought by an Indemnified Party to enforce any rights under this Section 6.8), any action on appeal, or any arbitration or other alternative dispute resolution mechanism), whether civil or criminal, and whether instituted by the Company, the Surviving Corporation, any Governmental Entity or any other Person (each, a “Proceeding”), based on, arising out of or in connection with (i) the fact that such Person is or was an officer or director of the Company or any of the Company Subsidiaries (or served at the request of the Company or any Company Subsidiary as a director or officer of another Person (including any employee benefit plan)) or (ii) matters occurring or existing at or prior to the Effective Time, whether asserted or claimed prior to, at or after, the Effective Time, INCLUDING INDEMNIFIED LIABILITIES ARISING FROM THE SOLE NEGLIGENCE OF THE INDEMNIFIED PARTY. Parent shall, or shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless promptly advance all reasonable out-of-pocket expenses of each current and former director, officer and employee of the Company and Indemnified Party in connection with any of its Subsidiaries and each person who served Proceeding as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including attorneys’ fees and disbursements) are incurred upon receipt from such Indemnified Party of a request therefor (accompanied by invoices or other relevant documentation); provided that such Indemnified Party undertakes to repay such amount if it is ultimately determined that such Indemnified Party is not entitled to be indemnified under the TBOC or other applicable Law with respect to such Proceeding. In the event any Proceeding is brought against any Indemnified Party (and in which indemnification could be sought by such Indemnified Party hereunder), Parent and the Surviving Corporation shall have the right to assume the defense of such matter and Parent and the Surviving Corporation shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if Parent or the Surviving Corporation elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between Parent or the Surviving Corporation and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Parent or the Surviving Corporation shall pay all reasonable fees and expenses of legal counselsuch counsel for the Indemnified Parties promptly as statements therefor are received; provided that (i) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with Parent and the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part Surviving Corporation shall be obligated pursuant to this Agreement or Section 6.8(a) to pay for only one firm of counsel for all Indemnified Parties in any jurisdiction unless the Transactions), use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; provided that the fewest number of counsels necessary to the fullest extent permitted under applicable Law and avoid conflicts of interest shall be used; (ii) assume all obligations the Indemnified Parties will cooperate in the defense of the Company any such matter; and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (Aiii) the Company Charter Documents Parent and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and Surviving Corporation shall not be liable for any settlement effected without their prior written consent (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall not be unreasonably withheld, delayed or conditioned); and provided, further, that Parent and the Surviving Corporation shall not have any obligation hereunder to any Indemnified Party if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnification of such Indemnified Party in each case survive the Transactions and continue in full force and effect to the extent permitted manner contemplated hereby is prohibited by applicable Law.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation toCorporation, jointly and severally, shall (i) indemnify, defend and hold harmless each current the past and former directorpresent directors and officers (including for the avoidance of doubt persons holding similar positions, officer and employee such as managers of a limited liability company) of the Company and any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel, experts and litigation consultants, and the cost of any appeal bonds) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, each a “ClaimProceeding”), whenever asserted, based on or arising out of, relating to in whole or in part, (1) the fact that an Indemnitee is or was a director, officer or employee of the Company or of a Subsidiary of the Company or (2) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director or officer of the Company or of a Subsidiary of the Company or taken at the request of the Company or of a Subsidiary of the Company (including in connection with any action or omission relating to their position with serving at the request of the Company or its Subsidiaries occurring of a Subsidiary of the Company as a director or alleged to have occurred before officer of another Person (including any employee benefit plan)), in each case under clause (1) or (2), at, or at any time prior to, the Effective Time (including any Claim claim, suit, action, proceeding or investigation relating in whole or in part to this Agreement the Transactions or the Share Exchange Transactions), to the fullest extent permitted under applicable Law and (ii) assume all obligations as provided under the certificate of incorporation and by-laws of the Company and its Subsidiaries under any indemnification agreements (the “Indemnification Agreements”) as in effect on the date of this Agreement. The Surviving Corporation shall advance all fees and expenses (including without limitation fees and expenses of legal counsel, experts, litigation consultants, and the cost of any appeal bonds) incurred by Indemnitee in connection with any Proceeding within ten (10) Business Days after the receipt by 49 the Surviving Corporation of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. The Indemnitee shall qualify for advances, to the fullest extent permitted under applicable Law, solely upon the execution and delivery to the Surviving Corporation of an undertaking providing that the Indemnitee undertakes to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Organizational Documents of the Surviving Corporation, applicable Law or otherwise. Without limiting the foregoing, from and after the Effective Time, Parent shall cause the Organizational Documents of the Surviving Corporation to contain provisions no less favorable to the Indemnitees in with respect of to limitation of liability, exculpationliabilities of directors and officers, indemnification and advancement of expenses than are set forth as provided of the date of this Agreement in (A) the Company Charter Organizational Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof), which provisions shall not be amended, repealed or otherwise modified in each case survive a manner that would adversely affect the Transactions and continue in full force and effect to rights thereunder of the extent permitted by applicable LawIndemnitees.

Indemnification and Insurance. (a) From and after the First Effective TimeTime until the sixth anniversary thereof, Parent shall, and shall cause the Initial Surviving Corporation Company and the Final Surviving Company, as applicable, to, (i) indemnify, defend and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, inquiry, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries with respect to any matters existing or occurring at or alleged prior to have occurred before or at the First Effective Time (including any Claim relating in whole or in part to this the Agreement or the Transactions), to the fullest extent permitted under applicable Law and the Company Charter Documents as in effect on the date of this Agreement and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof)Indemnitee, which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Law. Without limiting the foregoing, (x) at the First Effective Time, the Initial Surviving Company shall, and Parent shall cause the Initial Surviving Company to, cause the certificate of incorporation and by-laws of the Initial Surviving Company to include provisions for limitation of liabilities of directors and officers, indemnification, advancement of expenses and exculpation of the Indemnitees no less favorable to the Indemnitees than as set forth in the Company Charter Documents as in effect on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees except as required by applicable Law until the sixth anniversary of the First Effective Time and (y) at the Second Effective Time, the Final Surviving Company shall, and Parent shall cause the Final Surviving Company to, cause the certificate of incorporation and bylaws of the Final Surviving Company to include provisions for limitation of liabilities of directors and officers, indemnification, advancement of expenses and exculpation of the Indemnitees no less favorable to the Indemnitees than as set forth in the Company Charter Documents in effect on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees except as required by applicable Law until the sixth anniversary of the First Effective Time.

Indemnification and Insurance. (a) From and after the Effective Time, Parent and the Surviving Corporation shall, jointly and severally (and Parent shall cause the Surviving Corporation to), indemnify, defend and hold harmless, to the fullest extent permitted under the NPCL or other applicable Law, each Person who is now, or has been at any time prior to the date of this Agreement or who becomes such prior to the Effective Time, an officer or director of the Company or any of the Company Subsidiaries (individually, an “Indemnified Party,” and collectively, the “Indemnified Parties”) against any and all losses, claims, damages, costs, expenses (including reasonable attorneys’ fees and disbursements), obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges), fines, liabilities, judgments, and amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not be unreasonably withheld, delayed or conditioned) (collectively, “Indemnified Liabilities”), paid or incurred in connection with investigating, defending, serving as a witness with respect to or otherwise participating in (and including preparation for any of the foregoing) any pending, threatened, asserted or completed claim, action, suit, proceeding, inquiry or investigation (including, without limitation, any action brought by an Indemnified Party under this Section 6.7, any action on appeal, or any arbitration or other alternative dispute resolution mechanism), whether civil or criminal, and whether instituted by the Company, the Surviving Corporation, any Governmental Entity or any other party, (each, a “Proceeding”) to the extent such Proceeding arises out of or pertains to (i) any action or omission or obligation or omission in such Indemnified Party’s capacity as a director or officer of the Company or any Company Subsidiary prior to the Effective Time or (ii) acts or omissions occurring in connection with this Agreement or any of the Transactions, whether asserted or claimed prior to, at or after, the Effective Time. In the event that any claim for Indemnified Liabilities is asserted or made by an Indemnified Party, any determination required to be made with respect to whether such Indemnified Party’s conduct complies with the standards set forth under the NPCL or other applicable Law shall be made by independent legal counsel mutually agreeable to Parent and such Indemnified Party. Parent shall, or shall cause the Surviving Corporation to, advance (iwithin thirty (30) indemnify, defend and hold harmless each current and former director, officer and employee days of the Company and any receipt of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”written request) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and reasonable out-of-pocket expenses of legal counsel) each Indemnified Party in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time Proceeding as such expenses (including any Claim relating in whole reasonable attorneys’ fees and disbursements) are incurred upon receipt from such Indemnified Party of a request therefor (accompanied by invoices or in part to this Agreement or the Transactionsother relevant documentation), to the fullest extent permitted under applicable Law ; provided (if and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent required by the NPCL or other applicable Law) that such Indemnified Party undertakes to repay such amount if it is ultimately determined that such Indemnified Party is not entitled to be indemnified under the NPCL or other applicable Law with respect to such Proceeding. In the event any Proceeding is brought against any Indemnified Party (and in which indemnification agreement was made available could be sought by such Indemnified Party hereunder), Parent and the Surviving Corporation shall each use commercially reasonable efforts to assist in the vigorous defense of such matter; provided that neither Parent prior nor the Surviving Corporation shall settle, compromise or consent to the date hereof), which shall entry of any judgment in each case survive such Proceeding without the Transactions prior written consent of such Indemnified Party if and continue in full force and effect to the extent permitted by applicable Lawthe terms of the proposed settlement, compromise or judgment involve any non-monetary relief from such Indemnified Party. Notwithstanding the foregoing, the Indemnified Parties as a group may retain only one law firm to represent them with respect to each matter unless there is, under application standards of professional conduct, a conflict on any material issue between the positions of any two or more Indemnified Parties.

Indemnification and Insurance. (a) From and after the Effective Time, each of Parent and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, in each case, to the fullest extent permitted by applicable Law, (i) indemnify, defend indemnify and hold harmless each current and or former director, director or officer and employee of the Company and any of its Subsidiaries and each person other Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request Effective Time is, or at any time prior to the Effective Time was, indemnified or entitled to be indemnified by the Company or its Subsidiaries pursuant to the Company Charter Documents and the organizational documents of such Subsidiaries as in effect on the date of this Agreement or in any other agreement in existence as of the date of this Agreement providing for the benefit indemnification or advancement of expenses between the Company or any of its Subsidiaries and such Person (each, an “Indemnitee” and, collectively, the “Indemnitees”) against with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation Action (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, based on or arising out of, relating to in whole or in part, (A) the fact that an Indemnitee is or was a member, director, manager, officer, employee or agent of the Company or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a member, director, manager, officer, employee or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with any action or omission relating to their position with serving at the request of the Company or its Subsidiaries occurring such Subsidiary as a representative of another Person (including any employee benefit plan)), in each case under clause (A) or alleged to have occurred before (B), at, or at any time prior to, the Effective Time (including any Claim Action relating in whole or in part to this Agreement the Transactions or the Transactions), relating to the fullest extent permitted under applicable Law enforcement of this provision or any other indemnification or expense advancement right of any Indemnitee) and (ii) assume (in the case of the Surviving Corporation, in the Merger without any further action) all obligations of the Company and its such Subsidiaries to the Indemnitees in respect of limitation of liabilityindemnification, exculpation, indemnification and advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in (A) the Company Charter Documents and the respective organizational documents of each such Subsidiaries as in effect on the date of this Agreement or in any agreement in existence as of the Company’s date of this Agreement providing for indemnification or advancement of expenses between the Company or any of its Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable LawIndemnitee.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shallin the event of any threatened or actual claim, and shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claimaction, suit, action, proceeding or investigation (investigation, whether civil, criminal, criminal or administrative or investigative) (each, a “Claim”), whenever assertedincluding any such Claim in which any individual who is now, arising out ofor has been at any time prior to the date of the Original Merger Agreement, relating or who becomes prior to the Effective Time, a director or in connection with officer of Knight or any action or omission relating to their position with the Company or of its Subsidiaries occurring or alleged to have occurred before GETCO or any of its Subsidiaries or who is or was serving at the Effective Time request of Knight or any of its Subsidiaries or GETCO or any of its Subsidiaries as a director or officer of another Person (including any Claim relating each an “Indemnified Party”), is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he or she is or was a director or officer of Knight or any of its Subsidiaries or GETCO or any of its Subsidiaries prior to the Effective Time or (ii) this Agreement or any of the Transactions)transactions contemplated by this Agreement, whether asserted or arising before or after the Effective Time, the parties shall cooperate and use their best efforts to defend against and respond thereto. All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the fullest extent permitted under applicable Law and (ii) assume all obligations Effective Time now existing in favor of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses any Indemnified Party as provided in their respective certificates or articles of incorporation or bylaws (Aor comparable organizational documents), and any existing indemnification agreements set forth in Section 7.10(a) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries Knight Disclosure Schedule or Section 7.10(a) of the GETCO Disclosure Schedule (as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereofapplicable), which shall in each case survive the Transactions Mergers and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of such individuals for acts or omissions occurring at or prior to the extent permitted by applicable LawEffective Time or taken at the request of Knight or GETCO, it being understood that nothing in this sentence shall require any amendment to the certificate of incorporation or bylaws of the Company.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend The Company hereby agrees to indemnify and hold harmless any person (each current an “Indemnified Person”) to the fullest extent permitted under the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment, substitution or replacement), against all expenses, liabilities and former directorlosses (including attorneys’ fees, officer and employee judgments, fines, excise taxes or penalties) reasonably incurred or suffered by such person (or one or more of such person’s Affiliates) by reason of the Company and any of its Subsidiaries and each fact that such person who served is or was a Member or is or was serving as a Manager, director, officer, employee or other agent of the Company or is or was serving at the request of the Company as a manager, officer, director, principal, member, trustee employee or fiduciary agent of another corporation, partnership, joint venture, trustlimited liability company, pension trust or other employee benefit plan enterprise; provided that (unless a Manager otherwise consents) no Indemnified Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to such Indemnified Person’s or enterprise if its Affiliates’ gross negligence, willful misconduct or knowing violation of law. Expenses, including attorneys’ fees, incurred by any such service was at Indemnified person in defending a proceeding related to any such indemnifiable matter shall be paid by the request or for the benefit Company in advance of the Company or any final disposition of its Subsidiaries (eachsuch proceeding, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole appeal therefrom, upon receipt of an undertaking by or in part on behalf of such Indemnified Person to this Agreement or the Transactions), repay such amounts if it shall ultimately be determined that such Indemnified Person is not entitled to the fullest extent permitted under applicable Law and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of be indemnified by the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Law.

Indemnification and Insurance. (a) From and after In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, in which any person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former director, a director or officer and or employee of the Company and any of its Subsidiaries and each person who served as (the “Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director, officer, member, trustee officer or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries predecessors or (eachii) this Agreement or any of the transactions contemplated hereby, an “Indemnitee” and, collectivelywhether in any case asserted or arising before or after the Effective Time, the “Indemnitees”) Parties agree to cooperate and defend against all and respond thereto to the extent permitted by applicable law and the Certificate of Incorporation and bylaws of the Company. It is understood and agreed that after the Effective Time, Parent and Surviving Corporation shall indemnify and hold harmless, as and to the fullest extent permitted by applicable law and the certificate of incorporation and bylaws of the Company as in effect immediately prior to the Effective Time, each such Indemnified Party against any losses, claims, damages, liabilities, lossescosts, damagesexpenses (including reasonable attorney’s fees and expenses (to be reimbursed within ten (10) business days of receipt by Parent or the Surviving Corporation of a request therefor) in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking required by applicable law), judgments, fines, penalties, costs (including fines and amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel“Damages”) in connection with any such threatened or actual or threatened claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether civil, criminal, administrative asserted or investigative) (each, a “Claim”arising before or after the Effective Time), whenever assertedthe Indemnified Parties may retain counsel reasonably satisfactory to Parent; provided, arising out ofhowever, relating that (A) Parent shall have the right to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Parties and upon such assumption Parent shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with any action the defense thereof, except that if Parent elects not to assume such defense or omission relating to their position with counsel for the Company or its Subsidiaries occurring or alleged to have occurred before or at Indemnified Parties reasonably advises the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions), to the fullest extent permitted under applicable Law and (ii) assume all obligations Indemnified Parties that there are issues which raise conflicts of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents interest between Parent and the respective organizational documents Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to Parent, and Parent shall pay the reasonable fees and expenses of each of such counsel for the Company’s Subsidiaries as currently in effect and Indemnified Parties, (B) Parent shall be obligated pursuant to this paragraph to pay for only one counsel for each Indemnified Party, (C) Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and (D) Parent shall not be obligated pursuant to this paragraph to the extent that a final judgment determines that any Damages may not be reimbursed under the DGCL. Any Indemnified Party wishing to claim indemnification agreements with an Indemnitee (but only under this Section 6.18, upon learning of any such claim, action, suit, proceeding or investigation, shall notify Parent thereof; provided, however, that the failure to so notify shall not affect the obligations of Parent under this Section 6.18 except to the extent such indemnification agreement was made available failure to Parent prior to the date hereof), which shall in each case survive the Transactions and notify materially prejudices Parent. Parent’s obligations under this Section 6.18 continue in full force and effect without limit as to time. If Parent or any of its successors or assigns shall consolidate with or merge into any other entity and shall not be the continuing or surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets to any entity, then and in each case, the successors and assigns of Parent shall assume the obligations set forth in this Section 6.18. Parent shall ensure than any officer or director of the Company who becomes an executive officer or director of Parent on or after the Effective Time shall, at the time such person becomes an executive officer or director of Parent, be named as an insured under Parent’s directors and officers liability policy to the same extent permitted by applicable Lawas other executive officers and directors of Parent.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) to the fullest extent permitted by applicable laws, indemnify, defend and hold harmless each current harmless, and former directorprovide advancement of expenses to, officer and employee of the Company and any of its Subsidiaries and each person who served as a directorwas, officer, member, trustee is now or fiduciary of another corporation, partnership, joint venture, trust, pension who becomes prior to the Effective Time an officer or other employee benefit plan or enterprise if such service was at the request or for the benefit director of the Company or any of its Subsidiaries subsidiaries (each, an “Indemnitee” and, collectively, the “IndemniteesIndemnified Parties”) against all losses, claims, liabilities, losses, damages, judgmentscosts, finesexpenses, penalties, costs (including liabilities or judgments or amounts that are paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any claim or action that is based in whole or omission relating to their position with in part on, or arises in whole or in part out of, the fact that such person is or was a director, officer, employee, fiduciary or agent of the Company or any of its Subsidiaries occurring subsidiaries, and pertaining to any matter existing or alleged occurring, or any acts or omissions occurring, at or prior to have occurred before the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any Claim relating matters, acts or omissions occurring in whole or in part to connection with the approval of this Agreement or and the Transactionsconsummation of the transactions contemplated hereby). The Certificate of Incorporation and Bylaws of the Surviving Corporation will contain provisions with respect to exculpation, advancement of expenses and indemnification that are at least as favorable to the fullest extent permitted under applicable Law Indemnified Parties as those contained in the Certificate of Incorporation and (ii) assume all obligations Bylaws of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to on the date hereof), which shall provisions will not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in each case survive any manner that would adversely affect the Transactions and continue in full force and effect to the extent permitted rights thereunder of Indemnified Parties, unless such modification is required by applicable Lawlaw.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions), to the fullest extent permitted under applicable Law and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to listed on Section 5.8(a) of the extent such indemnification agreement was made available to Parent prior to the date hereof)Company Disclosure Schedule, which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Law. Without limiting the foregoing, at the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, cause the articles of incorporation and bylaws of the Surviving Corporation to include provisions for limitation of liabilities of directors and officers, indemnification, advancement of expenses and exculpation of the Indemnitees no less favorable to the Indemnitees than as set forth in the Company Charter Documents in effect on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees except as required by applicable Law.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former director, director and officer and employee of the Company and any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or and its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions), to the fullest extent permitted under applicable Law and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect effect, and (B) any indemnification agreements with an Indemnitee (but only to listed on Section 5.8(a) of the extent such indemnification agreement was made available to Parent prior to the date hereof)Company Disclosure Schedule, which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Law. Without limiting the foregoing, at the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, cause the articles of incorporation and bylaws of the Surviving Corporation to include provisions for limitation of liabilities of directors and officers, indemnification, advancement of expenses and exculpation of the Indemnitees no less favorable to the Indemnitees than as set forth in the Company Charter Documents in effect on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees except as required by applicable Law.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and the Company shall cause the Surviving Corporation to, (i) indemnify, defend indemnify and hold harmless each current all past and former directorpresent directors, officer officers and employee employees of the Company and or any of its Subsidiaries and each person Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (eachcollectively, an “Indemnitee” andtogether with such Persons’ heirs, collectivelyexecutors and administrators, the “IndemniteesCovered Persons”) to the fullest extent permitted by Law against all claimsany costs and expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any claim, liabilitiessuit, losses, damagesproceeding or investigation to each Covered Person to the fullest extent permitted by Law), judgments, fines, penaltieslosses, costs (including claims, damages, liabilities and amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claimProceeding or investigation, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating of acts or omissions occurring at or prior to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including acts or omissions in connection with such Persons serving as an officer, director or other fiduciary in any Claim relating in whole entity at the request or in part for the benefit of the Company or any of its Subsidiaries); provided that the Covered Person shall have made an undertaking to repay such amounts if it is ultimately determined that such Covered Person was not entitled to indemnification pursuant to this Agreement or Section 4.12(a). Without limiting the Transactions)foregoing, from and after the Effective Time, Parent and the Company shall indemnify and hold harmless (subject to the proviso to the immediately preceding sentence) the Covered Persons to the fullest extent permitted under applicable by Law for acts or omissions occurring in connection with the process resulting in, and (ii) assume all obligations the approval of, this Agreement, the Scheme and the consummation of the transactions contemplated hereby. From and after the Effective Time, Parent and the Company shall advance expenses (including reasonable legal fees and its Subsidiaries expenses) incurred in the defense of any Proceeding or investigation with respect to the Indemnitees matters subject to indemnification pursuant to this Section 4.12(a) in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided accordance with the procedures (if any) set forth in (A) the Company Charter Documents Articles of Associations, the certificate or articles of incorporation and bylaws, or other organizational or governance documents, of any Subsidiary of the Company, and indemnification agreements, if any, in existence on the date of this Agreement. In the event of any such Proceeding or investigation, Parent shall cooperate with the Covered Person in the defense of any such Proceeding or investigation. No Covered Person shall compromise or settle or agree to compromise or settle any Proceeding for which indemnification is being sought under this Section 4.12(a) unless Parent has consented thereto in writing (which consent will not be unreasonably withheld, conditioned or delayed) and Parent and the respective organizational documents Company shall not have any liability for any such compromise, settlement or arrangement effected without such written consent. In the event of each any Proceeding that may be brought against some or all of the Company’s Subsidiaries directors as currently of the date hereof in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent their capacities as such indemnification agreement was made available to Parent prior to Closing, Parent acknowledges and agrees that counsel for such directors in such Proceeding will not be changed following the date hereof), which shall in each case survive Closing without the Transactions and continue in full force and effect to consent of the extent permitted by applicable Lawdirectors.

Indemnification and Insurance. (a) From and after In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, in which any person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former director, a director or officer and or employee of the Company and any of its Subsidiaries and each person who served as (the “Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director, officer, member, trustee officer or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries predecessors or (eachii) this Agreement or any of the transactions contemplated hereby, an “Indemnitee” and, collectivelywhether in any case asserted or arising before or after the Effective Time, the “Indemnitees”) Parties agree to cooperate and defend against all and respond thereto to the extent permitted by applicable law and the certificate of incorporation and bylaws of the Company. It is understood and agreed that after the Effective Time, Parent and Surviving Corporation shall indemnify and hold harmless, as and to the fullest extent permitted by applicable law and the certificate of incorporation and bylaws of the Company as in effect immediately prior to the Effective Time, each such Indemnified Party against any losses, claims, damages, liabilities, lossescosts, damagesexpenses (including reasonable attorney’s fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking required by applicable law), judgments, fines, penalties, costs (including fines and amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel“Damages”) in connection with any such threatened or actual or threatened claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether civil, criminal, administrative asserted or investigative) (each, a “Claim”arising before or after the Effective Time), whenever assertedthe Indemnified Parties may retain counsel reasonably satisfactory to Parent; provided, arising out ofhowever, relating that (1) Parent shall have the right to assume the defense thereof and upon such assumption Parent shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with any action the defense thereof, except that if Parent elects not to assume such defense or omission relating counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between Parent and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to their position with Parent, and Parent shall pay the Company or its Subsidiaries occurring or alleged to have occurred before or at reasonable fees and expenses of such counsel for the Effective Time Indemnified Parties, (including any Claim relating in whole or in part 2) Parent shall be obligated pursuant to this Agreement paragraph to pay for only one counsel for each Indemnified Party, (3) Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld or the Transactionsdelayed), and (4) Parent shall not be obligated pursuant to this paragraph to the fullest extent permitted under applicable Law and (ii) assume all obligations that a final judgment determines that any Damages are as a result of the Company and its Subsidiaries to gross negligence or willful misconduct or result from a decision made by the Indemnitees Indemnified Party when the Indemnified Party had no good faith belief that he or she was acting in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each best interests of the Company’s Subsidiaries as currently in effect and (B) . Any Indemnified Party wishing to claim indemnification under this Section 6.11, upon learning of any indemnification agreements with an Indemnitee (but only such claim, action, suit, proceeding or investigation, shall notify Parent thereof; provided, however, that the 42 failure to so notify shall not affect the obligations of Parent under this Section 6.11 except to the extent such indemnification agreement was made available failure to Parent prior to the date hereof), which shall in each case survive the Transactions and notify materially prejudices Parent. Parent’s obligations under this Section 6.11 continue in full force and effect for a period of five years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim. If Parent or any of its successors or assigns shall consolidate with or merge into any other entity and shall not be the continuing or surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets to any entity, then and in each case, the successors and assigns of Parent shall assume the obligations set forth in this Section 6.11. Parent shall ensure than any officer or director of the Company who becomes an executive officer or director of Parent on or after the Effective Time shall, at the time such person becomes an executive officer or director of Parent, be named as an insured under Parent’s directors and officers liability policy to the same extent permitted by applicable Lawas other executive officers and directors of Parent.

Indemnification and Insurance. (a) From and after the Effective Time, Parent and the Surviving Corporation shall, jointly and severally (and Parent shall cause the Surviving Corporation to), indemnify, defend and hold harmless, to the fullest extent authorized or permitted under the DGCL or other applicable Law, each Person who is now, or has been at any time prior to the date of this Agreement or who becomes such prior to the Effective Time, an officer, director or employee of the Company or any of the Company Subsidiaries (individually, an “Indemnified Party,” and collectively, the “Indemnified Parties”) against any and all losses, claims, damages, costs, expenses (including attorneys’ fees and disbursements), obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges), fines, liabilities, judgments, and amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not be unreasonably withheld, delayed or conditioned) (collectively, “Indemnified Liabilities”), paid or incurred in connection with investigating, defending, serving as a witness with respect to or otherwise participating in (and including preparation for any of the foregoing) any pending, threatened, asserted or completed claim, action, suit, proceeding, inquiry or investigation (including, without limitation, any action brought by an Indemnified Party under this Section 6.7 any action on appeal, or any arbitration or other alternative dispute resolution mechanism), whether civil or criminal, and whether instituted by the Company, the Surviving Corporation, any Governmental Entity or any other party, (each, a “Proceeding”) based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to (i) the fact that such Person is or was an officer, director, employee, fiduciary or agent of the Company or any of the Company Subsidiaries (or served at the request of the Company or any Company Subsidiary as a director, officer, employee, fiduciary, agent or trustee of another Person (including any employee benefit plan)) or (ii) matters occurring or existing at or prior to the Effective Time (including acts or omissions occurring in connection with this Agreement, any of the Transactions or any Benefit Plan), whether asserted or claimed prior to, at or after, the Effective Time. In the event that any claim for Indemnified Liabilities is asserted or made by an Indemnified Party, such claim is deemed to be Indemnified Liabilities unless finally adjudicated by a court of law under DGCL or there is a determination made with respect to whether such Indemnified Party’s conduct complies with the standards set forth under the DGCL or other applicable Law made by independent legal counsel selected by such Indemnified Party and reasonably acceptable to the Surviving Corporation (it being understood and agreed that the burden of proof shall be on Parent and the Surviving Corporation to establish that such Indemnified Party does not so comply). Unless and until such final adjudication or independent counsel determination is made Parent shall, or shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against promptly advance all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and reasonable out-of-pocket expenses of legal counsel) each Indemnified Party in connection with any actual Proceeding as such expenses (including attorneys’ fees and disbursements) are incurred upon receipt from such Indemnified Party of a request therefor (accompanied by invoices or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”other relevant documentation), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time provided (including any Claim relating in whole or in part to this Agreement or the Transactions), to the fullest extent permitted under applicable Law if and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent required by the DGCL or other applicable Law) that such Indemnified Party undertakes to repay such amount if it is ultimately determined that such Indemnified Party is not entitled to be indemnified under the DGCL or other applicable Law with respect to such Proceeding. In the event any Proceeding is brought against any Indemnified Party (and in which indemnification agreement was made available could be sought by such Indemnified Party hereunder), Parent and the Surviving Corporation shall each use commercially reasonable efforts to assist in the vigorous defense of such matter, provided that neither Parent prior nor the Surviving Corporation shall settle, compromise or consent to the date hereof), which shall entry of any judgment in each case survive such Proceeding without the Transactions prior written consent of such Indemnified Party if and continue in full force and effect to the extent permitted by applicable Lawthe terms of the proposed settlement, compromise or judgment involve any non-monetary relief from such Indemnified Party.

Indemnification and Insurance. (a) From and For a period of six years after the Effective Time, Parent shall, and HUBCO shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person who served as is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, a director, officer, member, trustee employee or fiduciary agent of another corporation, partnership, joint venture, trust, pension Southington or other employee benefit plan any subsidiary of Southington or enterprise if such service was serves or has served at the request or for the benefit of the Company or Southington in any of its Subsidiaries capacity with any other person (each, an “Indemnitee” and, collectively, the “"Indemnitees”") against any and all claims, damages, liabilities, losses, damagescosts, charges, expenses (including, without limitation, reasonable costs of investigation, and the reasonable fees and disbursements of legal counsel and other advisers and experts as incurred), judgments, fines, penalties, costs (including penalties and amounts paid in settlement settlement, asserted against, incurred by or compromise) and expenses (including fees and expenses of legal counsel) imposed upon any Indemnitee, in connection with with, arising out of or relating to (i) any actual threatened, pending or threatened completed claim, suit, action, suit or proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever assertedincluding, arising without limitation, any and all claims, actions, suits, proceedings or investigations by or on behalf of or in the right of or against Southington, or by any present or former shareholder of Southington (each a "Claim" and collectively, "Claims"), including, without limitation, any Claim which is based upon, arises out ofof or in any way relates to the Merger, relating the Proxy Statement/Prospectus, this Agreement, any of the transactions contemplated by this Agreement, the Indemnitee's service as a member of Southington's Board of Directors or any committee of Southington's Board of Directors, the events leading up to the execution of this Agreement, any statement, recommendation or solicitation made in connection therewith or related thereto and any breach of any duty in connection with any action of the foregoing, and (ii) the enforcement of the obligations of HUBCO set forth in this Section 5.11, in each case to the fullest extent which Southington would have been permitted under any applicable law, Southington's Certificate of Incorporation and its By-Laws had the Merger not occurred (and HUBCO shall also advance expenses as incurred to the fullest extent so permitted). Notwithstanding the foregoing, HUBCO shall not provide any indemnification or omission relating advance any expenses with respect to their position with the Company any Claim which relates to a personal benefit improperly paid or its Subsidiaries occurring provided, or alleged to have occurred before been improperly paid or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions)provided, to the fullest extent permitted under applicable Law Indemnitee, but HUBCO shall reimburse the Indemnitee for costs incurred by the Indemnitee with respect to such Claim when and (ii) assume all obligations if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that the Company and its Subsidiaries to Indemnitee was not improperly paid or provided with the Indemnitees personal benefit alleged in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable LawClaim.

Indemnification and Insurance. (a) From and after In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, in which any person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former director, a director or officer and or employee of the Company and any of its Subsidiaries and each person who served as (the “Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director, officer, member, trustee officer or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries predecessors or (eachii) this Agreement or any of the transactions contemplated hereby, an “Indemnitee” and, collectivelywhether in any case asserted or arising before or after the Effective Time, the “Indemnitees”) Parties agree to cooperate and defend against all and respond thereto to the extent permitted by applicable law and the certificate of incorporation and bylaws of the Company. It is understood and agreed that after the Effective Time, Parent and Surviving Corporation shall indemnify and hold harmless, as and to the fullest extent permitted by applicable law and the certificate of incorporation and bylaws of the Company as in effect immediately prior to the Effective Time, each such Indemnified Party against any losses, claims, damages, liabilities, lossescosts, damagesexpenses (including reasonable attorney’s fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking required by applicable law), judgments, fines, penalties, costs (including fines and amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel“Damages”) in connection with any such threatened or actual or threatened claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether civil, criminal, administrative asserted or investigative) (each, a “Claim”arising before or after the Effective Time), whenever assertedthe Indemnified Parties may retain counsel reasonably satisfactory to Parent; provided, arising out ofhowever, relating that (1) Parent shall have the right to assume the defense thereof and upon such assumption Parent shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with any action the defense thereof, except that if Parent elects not to assume such defense or omission relating counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between Parent and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to their position with Parent, and Parent shall pay the Company or its Subsidiaries occurring or alleged to have occurred before or at reasonable fees and expenses of such counsel for the Effective Time Indemnified Parties, (including any Claim relating in whole or in part 2) Parent shall be obligated pursuant to this Agreement paragraph to pay for only one counsel for each Indemnified Party, (3) Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld or the Transactionsdelayed), and (4) Parent shall not be obligated pursuant to this paragraph to the fullest extent permitted under applicable Law and (ii) assume all obligations that a final judgment determines that any Damages are as a result of the Company and its Subsidiaries to gross negligence or willful misconduct or result from a decision made by the Indemnitees Indemnified Party when the Indemnified Party had no good faith belief that he or she was acting in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each best interests of the Company’s Subsidiaries as currently in effect and (B) . Any Indemnified Party wishing to claim indemnification under this Section 6.11, upon learning of any indemnification agreements with an Indemnitee (but only such claim, action, suit, proceeding or investigation, shall notify Parent thereof; provided, however, that the failure to so notify shall not affect the obligations of Parent under this Section 6.11 except to the extent such indemnification agreement was made available failure to Parent prior to the date hereof), which shall in each case survive the Transactions and notify materially prejudices Parent. Parent’s obligations under this Section 6.11 continue in full force and effect for a period of five years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the extent permitted by applicable Lawfinal disposition of such claim. If Parent or any of its successors or assigns shall consolidate with or merge into any other entity and shall not be the continuing or surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets to any entity, then and in each case, the successors and assigns of Parent shall assume the obligations set forth in this Section 6.11.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) Entity shall indemnify, defend and hold harmless to the fullest extent permitted under applicable law each current and former directorperson who is, or has been at any time prior to the Effective Time, an officer and employee or director of the Company and (or any of its Subsidiaries Subsidiary or division thereof) and each person who served at the request of the Company as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (eachindividually, an “Indemnitee” "Indemnified Party" and, collectively, the “Indemnitees”"Indemnified Parties") against all losses, claims, damages, liabilities, losses, damagescosts or expenses (including attorneys' fees), judgments, fines, penalties, costs (including penalties and amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed before or after the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”an "Action"), whenever asserted(i) Parent and the Surviving Entity shall pay, arising out ofas incurred, relating the fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to or the Surviving Entity, in connection with advance of the final disposition of any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions), such Action to the fullest extent permitted under by applicable Law law and, if required, upon receipt of any undertaking required by applicable law, and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents Parent and the respective organizational documents Surviving Entity will cooperate in the defense of each of any such matter; provided, however, the Company’s Subsidiaries as currently in effect and Surviving Entity shall not be liable for any settlement effected without its written consent (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereofwhich consent shall not be unreasonably withheld or delayed), which shall in each case survive the Transactions and continue in full force provided further, that Parent and effect to the extent permitted by applicable Law.the

Indemnification and Insurance. (a) The Certificate of Incorporation and By-Laws of the Surviving Corporation shall contain the provisions with respect to indemnification, exculpation and advancement of expenses set forth in the Certificate of Incorporation and By-Laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of three years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at the Effective Time were present or former directors, officers, employees or agents of the Company, unless such modification is required by law. (b) The Company shall, to the fullest extent permitted under applicable law or under the Company's Certificate of Incorporation or By-Laws and regardless of whether the Merger becomes effective, indemnify and hold harmless, and, after the Effective Time, the Parent and the Surviving Corporation shall, jointly and severally, to the fullest extent permitted under applicable law or under the Surviving Corporation's Certificate of Incorporation or By-Laws, indemnify and hold harmless, each present and former director, officer or 19 25 employee of the Company or any of its subsidiaries (collectively, the "Indemnified Parties") against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages and liabilities incurred in connection with, and amounts paid in settlement of, any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative and wherever asserted, brought or filed, (x) arising out of or pertaining to the transactions contemplated by this Agreement or (y) otherwise with respect to any acts or omissions or alleged acts or omissions occurring at or prior to the Effective Time, to the same extent as provided in the respective Certificate of Incorporation or By-Laws of the Company or the subsidiaries or any applicable contract or agreement as in effect on the date of this Agreement, in each case for a period of five years after the date hereof. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) any counsel retained by the Indemnified Parties for any period after the Effective Time shall be reasonably satisfactory to the Surviving Corporation, (ii) after the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received, and (iii) the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed); and provided, further, that, in the event that any claim or claims for indemnification are asserted or made within such five-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm to represent them with respect to any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. The indemnity agreements of Parent and the Surviving Corporation in this Section 4.12(b) shall extend on the same terms to, and shall inure to the benefit of and shall be enforceable by, each person or entity who controls, or in the past controlled, any present or former director, officer or employee of the Company or any of its subsidiaries. (c) The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) honor and fulfill in all respects the obligations of the Company pursuant to indemnification agreements with the Company's directors and officers existing at or before the Effective Time. (d) For a period of five years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect, directors' and officers' liability insurance covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy (a copy of which has been made available to Parent) on terms (including the amounts of coverage and the amounts of deductibles, if any) that are comparable to the terms now applicable to directors and officers of Parent, or, if more favorable to the Company's directors and officers, the terms now applicable to them under the Company's current policies; provided, however, that in no event shall Parent or the Surviving Corporation be required to expend in excess of 300% of the annual premium currently paid by the Company for such coverage; and provided further, that if the premium for such coverage exceeds such amount, Parent or the Surviving Corporation shall purchase a policy if available with the greatest coverage available for such 300% of the annual premium. (e) From and after the Effective Time, Parent shall, and shall cause guarantee the obligations of the Surviving Corporation tounder this Section 4.12. (f) This Section 4.12 shall survive the consummation of the Merger at the Effective Time, is intended to benefit the Company, the Surviving Corporation and the Indemnified Parties, shall be binding on all successors and assigns of the Surviving Corporation and shall be enforceable by the Indemnified Parties. In the event that Parent or the Surviving Corporation or any of their successors or assigns (i) indemnify, defend consolidates or merges into any other person or entity and hold harmless each current and former director, officer and employee of shall not be the Company and any of its Subsidiaries and each person who served as a director, officer, member, trustee continuing or fiduciary of another corporation, partnership, joint venture, trust, pension surviving corporation or other employee benefit plan entity in such consolidation or enterprise if such service was at the request merger or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions), to the fullest extent permitted under applicable Law and (ii) transfers all or substantially all of its properties and assets to any person or entity, then and in such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation (as the case may be) assume all the obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents Parent and the respective organizational documents of each of the Company’s Subsidiaries as currently Surviving Corporation set forth in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Law.this Section 4.12. 20 26 SECTION 4.13

Indemnification and Insurance. (a) From For a period of six (6) years from and after the Effective Time, Parent the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, to the fullest extent permissible by applicable Law, (i) indemnify, defend indemnify and hold harmless each current and or former director, director or officer and employee of the Company and any of or its Subsidiaries and each person other Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request Effective Time is, or at any time prior to the Effective Time was, indemnified or entitled to be indemnified by the Company or its Subsidiaries pursuant to the Company Charter Documents and the organizational documents of such Subsidiaries as in effect on the date of this Agreement or in any agreement in existence as of the date of this Agreement providing for the benefit indemnification or advancement of expenses between the Company or any of its Subsidiaries and such Person (each, an “Indemnitee” and, collectively, the “Indemnitees”) against with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counselcounsel but subject to receipt from the Indemnitee to whom such expenses are advanced of an undertaking to repay such advances if it is ultimately determined in accordance with applicable Law by a court of competent jurisdiction in a final, nonappealable judgment that such Indemnitee is not entitled to indemnification) in connection with any actual or threatened claim, suit, action, proceeding or investigation Proceeding (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, based on or arising out of, relating to in whole or in part, (A) the fact that an Indemnitee is or was a director, officer, employee or agent of, or in a similar capacity for, the Company or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of, or in a similar capacity for, the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with any action or omission relating to their position with serving at the request of the Company or its Subsidiaries occurring such Subsidiary as a representative of another Person (including any employee benefit plan)), in each case under clause ‎(A) or alleged to have occurred before ‎(B), at, or at any time prior to, the Effective Time (including any Claim Proceeding relating in whole or in part to this Agreement the Transactions or the Transactions), relating to the fullest extent permitted under applicable Law enforcement of this provision or any other indemnification or expense advancement right of any Indemnitee) and (ii) assume in the Merger without any further action all obligations of the Company and its such Subsidiaries to the Indemnitees in respect of limitation of liabilityindemnification, exculpation, indemnification and advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in (A) the Company Charter Documents and the respective organizational documents of each such Subsidiaries as in effect on the date of this Agreement or in any agreement in existence as of the Company’s date of this Agreement providing for indemnification or advancement of expenses between the Company or its Subsidiaries and any Indemnitee as currently in effect and (Bset forth on ‎Section 5.06(a) any indemnification agreements with an Indemnitee (but only to of the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable LawCompany Disclosure Letter.

Indemnification and Insurance. (a) From and after In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, (each an "Action") including, without limitation, any Action in which any person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, Parent shalla director, and shall cause officer, employee, fiduciary or agent of the Surviving Corporation toCompany or any of its subsidiaries (the "Indemnified Parties") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) indemnify, defend and hold harmless each current and former the fact that he is or was a director, officer and officer, employee or agent of the Company and or any of its Subsidiaries and each person who served subsidiaries, or is or was serving at the request of the Company or any of its subsidiaries as a director, officer, member, trustee employee or fiduciary agent of another corporation, partnership, joint venture, trust, pension trust or other employee benefit plan enterprise, or enterprise if such service was at the request or for the benefit of the Company (ii) this Agreement or any of its Subsidiaries (eachthe transactions contemplated by it, an “Indemnitee” and, collectivelywhether asserted or arising before or after the Effective Time, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs Company and Acquisition (including amounts paid in settlement or compromiseprior to the Merger) and expenses the Surviving Corporation (including fees after the Merger) will cooperate and expenses of legal counsel) in connection with any actual or threatened claimuse its reasonable best efforts to defend against the Action. The Company will indemnify and hold harmless, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at and after the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions)Surviving Corporation will indemnify and hold harmless, to the fullest extent permitted under by applicable Law law, each Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including attorneys' fees and expenses), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual Action. Without limiting what is said in the preceding sentence, (i) the Company, and the Surviving Corporation after the Effective Time, will promptly pay expenses incurred by an Indemnified Party in advance of the final disposition of any Action to the fullest extent permitted by law, (ii) assume the Indemnified Parties may retain counsel satisfactory to them, and the Company, and the Surviving Corporation after the Effective Time, will pay all fees and expenses of one counsel for the Indemnified Parties promptly after statements are received. However, neither the Company nor the Surviving Corporation will be liable for any settlement effected without its prior written consent (which consent will not be unreasonably withheld), and the Surviving Corporation will have no obligation to any Indemnified Party when and if a court of competent jurisdiction determines, in a determination which becomes final and non-appealable, that indemnification of such Indemnified Party in the manner contemplated by this Paragraph is prohibited by applicable law. Any Indemnified Party wishing to claim indemnification with regard to an actual or threatened Action under this Paragraph 7.6, upon learning of the Action or the threat of the Action, must notify the Company and, after the Effective Time, the Surviving Corporation, of the Action; provided that the failure to give notice will not effect the obligations of the Company and its Subsidiaries to or the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only Surviving Corporation except to the extent the failure to give notice materially prejudices such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Lawparty.

Indemnification and Insurance. (a) From and after the Effective Time, Parent and the Surviving Corporation shall, jointly and severally (and Parent shall cause the Surviving Corporation to), indemnify, defend and hold harmless, to the fullest extent authorized or permitted under the DGCL or other applicable Law, each Person who is now, or has been at any time prior to the date of this Agreement or who becomes such prior to the Effective Time, an officer, director or employee of the Company or any of the Company Subsidiaries (individually, an “Indemnified Party,” and collectively, the “Indemnified Parties”) against any and all losses, claims, damages, costs, expenses (including attorneys’ fees and disbursements), obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges), fines, liabilities, judgments, and amounts that are paid in settlement (collectively, “Indemnified Liabilities”), paid or incurred in connection with investigating, defending, serving as a witness with respect to or otherwise participating in (and including preparation for any of the foregoing) any pending, threatened, asserted or completed Proceeding (including any Proceeding brought by an Indemnified Party Back under this Section 6.7, any action on appeal, or any arbitration or other alternative dispute resolution mechanism), whether civil or criminal, and whether instituted by the Company, the Surviving Corporation, any Governmental Entity or any other party (each, an “Indemnity Proceeding”), based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to the fact that such Person is or was an officer or director of the Company or any Company Subsidiary (or served at the request of the Company or any Company Subsidiary as a director, officer or trustee of another Person (including any employee benefit plan)) at or prior to the Effective Time (including acts or omissions occurring in connection with this Agreement, any of the Transactions or any Benefit Plan), in any such case whether asserted or claimed prior to, at or after, the Effective Time. In the event that any claim for Indemnified Liabilities is asserted or made by an Indemnified Party, any determination required to be made with respect to whether such Indemnified Party’s conduct complies with the standards set forth under the DGCL or other applicable Law shall be made by independent legal counsel selected by such Indemnified Party and reasonably acceptable to the Surviving Corporation (it being understood and agreed that the burden of proof shall be on Parent and the Surviving Corporation to establish that such Indemnified Party does not so comply). Parent shall, or shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against promptly advance all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and out-of-pocket expenses of legal counsel) each Indemnified Party in connection with any actual Indemnity Proceeding as such expenses (including attorneys’ fees and disbursements) are incurred upon receipt from such Indemnified Party of a request therefor (accompanied by invoices or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”other relevant documentation), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time provided (including any Claim relating in whole or in part to this Agreement or the Transactions), to the fullest extent permitted under applicable Law if and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent required by the DGCL or other applicable Law) that such Indemnified Party undertakes to repay such amount if it is ultimately determined that such Indemnified Party is not entitled to be indemnified under the DGCL or other applicable Law with respect to such Indemnity Proceeding. In the event any Indemnity Proceeding is brought against any Indemnified Party (and in which indemnification agreement was made available could be sought by such Indemnified Party hereunder), Parent and the Surviving Corporation shall each use commercially reasonable efforts to assist in the vigorous defense of such matter, provided that neither Parent prior nor the Surviving Corporation shall settle, compromise or consent to the date hereof), which shall entry of any judgment in each case survive such Indemnity Proceeding without the Transactions prior written consent of such Indemnified Party if and continue in full force and effect to the extent permitted by applicable Lawthe terms of the proposed settlement, compromise or judgment involve any non-monetary relief from such Indemnified Party.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against Buyer agrees that all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating rights to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions), to the fullest extent permitted under applicable Law and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, now existing in favor of the current or former directors, statutory auditors, officers or employees, as the case may be, of the Group Companies and each fiduciary under benefit plans of the Company or any of the Group Companies (each an “Indemnified Party” and collectively, the “Indemnified Parties”) as provided in (A) the Company Charter Documents and the their respective organizational constitutional documents of each of the Company’s Subsidiaries or in any agreement as currently in effect on the date of this Agreement and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof), which Buyer shall in each case survive the Transactions Closing and shall continue in full force and effect to the extent permitted provided in the following sentence, in each case, solely with respect to actions taken by such Person in the applicable Lawcapacity. Buyer shall cause the Group Companies to maintain in effect any and all exculpation, indemnification and advancement of expenses provisions of each Group Company’s constitutional documents in effect immediately prior to the Closing and of any agreement of any Group Company with any Indemnified Party in effect as of the date of this Agreement and made available to Buyer, and shall not, for a period of ten (10) years from the date hereof, amend, repeal or otherwise modify any such provisions in any manner that could reasonably be expected to adversely affect the rights thereunder of any Indemnified Party and all rights to indemnification thereunder in respect of any Action, whether civil, criminal, administrative or investigative, pending or asserted, or any claim made within such period shall continue until the final disposition.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to Appendix 2 to Joint Application Page 36 of 70 have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions), to the fullest extent permitted under applicable Law and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereofhereof or entered into after the date hereof in compliance with Section 5.1(a)), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Law. Without limiting the foregoing, at the Effective Time, the Surviving Corporation shall, and Parent shall, and shall cause the Surviving Corporation to, cause the articles of incorporation and bylaws of the Surviving Corporation to include provisions for limitation of liabilities of directors and officers, indemnification, advancement of expenses and exculpation of the Indemnitees no less favorable to the Indemnitees than as set forth in the Company Charter Documents in effect on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees except as required by applicable Law.

Indemnification and Insurance. (a) From and after In the Effective Timeevent of any threatened or actual claim, Parent shallaction, and shall cause the Surviving Corporation tosuit, (i) indemnifyproceeding or investigation, defend and hold harmless each current and former directorwhether civil, officer and employee criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any of the Company and any present or former officers or trustees (the "MANAGERS") of its Subsidiaries and each person who served the Trust is, or is threatened to be, made a party by reason of the fact that he is or was a trustee, officer, employee or agent of the Trust, or is or was serving at the request of the Trust as a trustee, director, officer, member, trustee employee or fiduciary agent of another corporation, partnership, joint venture, trust, pension trust or other employee benefit plan enterprise, whether before or enterprise if such service was at after the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectivelyClosing, the “Indemnitees”) Trust shall use its best efforts to defend against all such claim, action, fact, proceeding or investigation and to respond promptly thereto. It is understood and agreed that the Trust shall indemnify and hold harmless, as and to the full extent permitted by applicable law, each such Manager against any losses, claims, damages, liabilities, lossescosts, damagesexpenses (including attorneys' fees), judgments, fines, penalties, costs (including fines and amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened such claim, action, suit, proceeding or investigation, and in the event of any such claim, action, suit, proceeding or investigation (whether civil, criminal, administrative arising before or investigative) (each, a “Claim”after the Closing), whenever asserted(i) the Managers may retain counsel satisfactory to them, arising out of, relating to or in connection with any action or omission relating to their position with and the Company or its Subsidiaries occurring or alleged to have occurred before or at Trust shall pay all fees and expenses of such counsel for the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions), to the fullest extent permitted under applicable Law Managers promptly as statements therefor are received and (ii) assume all obligations the Trust will use its best efforts to assist in the vigorous defense of any such matter; provided that the Company Trust shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and its Subsidiaries provided further that the Trust shall have no obligation hereunder to any Manager when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification of such Manager in the Indemnitees in respect of limitation of liability, exculpation, manner contemplated hereby is prohibited by applicable law. Any Manager wishing to claim indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereofunder this Section 6.8(a), which upon learning of any such claim, action, suit, proceeding or investigation, shall in each case survive notify the Transactions and continue in full force and effect to the extent permitted by applicable LawTrust thereof.

Indemnification and Insurance. (a) From Parent and after Merger Sub agree that all rights to exculpation and indemnification for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of (A) any individual who, on or prior to the Effective Time, served as a director or officer of the Company or its Subsidiaries and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity, or (B) any individual who, while a director or officer of the Company or its Subsidiaries and at the request of the Company or its Subsidiaries, on or prior to the Effective Time served as a director, officer, partner, member, manager, trustee, employee or agent of another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding, by reason of his or her service in that capacity (each of such individuals in such capacities set forth in clause (A) and (B), an “Indemnitee”), as the case may be, as provided in the governing documents of the Company or each of its respective Subsidiaries or in any agreement between or among the Company or any of its Subsidiaries and any Indemnitee (as defined below) set forth on Schedule 7.2(a) shall survive the Merger and shall continue in full force and effect in accordance with their terms. Parent shall, and the Surviving Entity shall (and Parent shall cause the Surviving Corporation Entity to, ) (i) indemnify, defend and hold harmless each current harmless, and former directoradvance expenses (subject to an undertaking by such person to reimburse Parent if ultimately determined not to be entitled to indemnification) to, officer and employee of any Indemnitee with respect to all acts or omissions by them in their capacities as such at any time at or prior to the Company and any of its Subsidiaries and each person who served as a directorEffective Time, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at to the request or for fullest extent required by: (x) the benefit governing documents of the Company or any of its Subsidiaries Subsidiaries, in each case, as in effect on the date of this Agreement; (each, an “Indemnitee” and, collectively, the “Indemnitees”y) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement any indemnification agreement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with other contract between the Company or its Subsidiaries occurring set forth on Schedule 7.2(a) and as in effect on the date of this Agreement; or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions)z) applicable Law, to the fullest extent permitted under applicable Law and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees not amend, repeal or otherwise modify any such provisions referenced in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in subsections (Ai)(x) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (By) above in any indemnification agreements manner that would adversely affect the rights thereunder of any Indemnitee with an Indemnitee (but only respect to the extent such indemnification agreement was made available to Parent any acts or omissions arising prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Lawof such amendment.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation Company to, out of the assets of the Surviving Company (isubject to Section 5.08(d) indemnifybelow), defend indemnify and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person individual who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request Effective Time is, or for at any time prior to the benefit Effective Time was, a director or officer of the Company or any of its Subsidiaries a Subsidiary of the Company (each, an “Indemnitee” and, collectively, the “Indemnitees”) against with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including reasonable fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation Action (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, based on or arising out of, relating to in whole or in part, (A) the fact that an Indemnitee was a director or officer of the Company or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with any action or omission relating to their position with serving at the request of the Company or its Subsidiaries occurring such Subsidiary as a director, officer, employee, agent, trustee or alleged to have occurred before fiduciary of another Person (including any employee benefit plan)), in each case under clause (A) or (B), at, or at any time prior to, the Effective Time (including any Claim Action relating in whole or in part to the Transactions or relating to the enforcement of this Agreement provision or the Transactionsany other indemnification or advancement right of any Indemnitee), to the fullest extent permitted under applicable Law and (ii) assume all obligations of that the Company and its Subsidiaries would be permitted or required to indemnify the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) under the Company Charter Documents and bye-laws of the Company, and the respective organizational documents of each any Subsidiary of the Company’s Subsidiaries as currently in effect and (B) Company or any indemnification agreements indemnity contract filed with an Indemnitee (but only the SEC prior to the extent such indemnification agreement was made available to Parent Business Day immediately prior to the date hereofof this Agreement. Without limiting the foregoing, Parent, from and after the Effective Time, shall cause, unless otherwise required by Law, the memorandum of association and bye-laws of the Surviving Company to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the Business Day immediately prior to the date of this Agreement in the Company Charter and bye-laws of the Company, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, from the Effective Time, Parent shall cause the Surviving Company to, out of the assets of the Surviving Company (subject to Section 5.08(d) below), which shall advance any expenses (including reasonable fees and expenses of legal counsel) of any Indemnitee under this Section 5.08 (including in each case survive connection with enforcing the Transactions indemnity and continue other obligations referred to in full force and effect this Section 5.08) as incurred to the fullest extent that the Company and its Subsidiaries would be permitted by applicable Lawor required to indemnify the Indemnitees under the Company Charter and the organizational documents of any Subsidiary of the Company or any indemnity contract filed with the SEC prior to the Business Day immediately prior to the date of this Agreement; provided that the individual to whom expenses are advanced provides an undertaking to repay such advances if it shall be determined that such Person is not entitled to be indemnified.

Indemnification and Insurance. (a) From and after the Effective Acceptance Time, to the fullest extent permitted by Laws, each of Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend agrees that it will jointly and severally indemnify and hold harmless each current and former director, officer and or employee of the Company and or any of its Subsidiaries Subsidiaries, each Company Director and each person who served at the request or on behalf of the Company as a director, officer, member, trustee or fiduciary of another corporation, foundation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if or other entity (whether or not such service was at other entity or enterprise is affiliated with the request or for the benefit of the Company or any of its Subsidiaries Company) (each, an “Indemnitee” andtogether with such person’s heirs, collectivelyexecutors or administrators, the “IndemniteesIndemnified Party”) ), against all claimsany costs, liabilities, losses, damagesfees and expenses (including reasonable attorneys’ fees and disbursements), judgments, fines, penaltieslosses, costs (including claims, damages, liabilities or amounts paid in settlement or compromise(collectively, “Costs”) and expenses (including fees and expenses of legal counsel) incurred in connection with any actual or threatened claim, action, suit, actionarbitration, proceeding or investigation (investigation, whether civil, criminal, administrative or investigative) investigative (each, a an “ClaimAction”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before whether before, at or at after the Acceptance Time or the Effective Time (including any Claim relating acts or omissions or alleged acts or omissions in whole connection with the transactions contemplated by this Agreement) or in part to this Agreement connection with such persons serving in any such capacity, whether asserted or claimed prior to, at or after the Effective Time (and Parent or the Transactions), Surviving Corporation jointly and severally shall also advance expenses in connection with any of the foregoing as incurred to the fullest extent permitted under applicable Law and (ii) assume all obligations Laws; provided that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification by a court of competent jurisdiction). In the Company and its Subsidiaries to the Indemnitees in respect event of limitation of liabilityany such Action, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents Parent and the respective organizational documents Surviving Corporation shall cooperate with the Indemnified Party in the defense of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable LawAction.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend the Continuing Corporation and hold harmless each current Parent will fulfill and former director, officer and employee honor in all respects the obligations of the Company and its subsidiaries pursuant to the indemnification provisions in the Company's Articles of Incorporation and By-Laws existing as in effect on the date hereof with respect to the Company's directors and officers (including without limitation advancement of legal and other expenses to the extent provided for in such Articles of Incorporation and By-Laws), and (ii) in the event any of its Subsidiaries and each person who served as a director, officer, member, trustee the Company's directors or fiduciary of another corporation, partnership, joint venture, trust, pension officers is or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or becomes involved in any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid capacity in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission matter relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions)Amalgamation Agreement or the transactions contemplated hereby or thereby occurring on or prior to the Effective Time, Parent shall, or shall cause the Continuing Corporation to, pay as incurred such reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, subject to an undertaking to repay such amounts as required by applicable law. (b) From and after the Effective Time, the Continuing Corporation and Parent shall, to the fullest extent permitted under applicable Law law or under the Continuing Corporation's and (ii) assume all obligations Parent's, as the case may be, By-Laws, indemnify and hold harmless, each present director, officer, employee, fiduciary and agent of the Company and or any of its Subsidiaries to subsidiaries (collectively, the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of "INDEMNIFIED PARTIES") against any costs or expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereofincluding attorneys' fees), which shall judgments, fines, losses, claims, damages, liabilities and amounts paid in each case survive the Transactions and continue settlement in full force and effect to the extent permitted by applicable Law.connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or A-26

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend Company and Parent shall indemnify and hold harmless each current all past and former directorpresent directors, officer and employee officers or employees of the Company and or any of its Subsidiaries and each person Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (eachcollectively, an “Indemnitee” andtogether with such Persons’ heirs, collectivelyexecutors and administrators, the “IndemniteesCovered Persons”) to the fullest extent permitted by Law against all claimsany costs and expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any claim, liabilitiessuit, losses, damagesproceeding or investigation to each Covered Person to the fullest extent permitted by Law), judgments, fines, penaltieslosses, costs (including claims, damages, liabilities and amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claimProceeding or investigation, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating of acts or omissions occurring at or prior to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including acts or omissions in connection with such Persons serving as an officer, director or other fiduciary in any Claim relating in whole entity at the request or in part to this Agreement or for the Transactionsbenefit of the Company). Without limiting the foregoing, from and after the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless the Covered Persons to the fullest extent permitted under applicable by Law for acts or omissions occurring in connection with the process resulting in and (ii) assume all obligations the adoption and approval of this Agreement and the consummation of the transactions contemplated hereby. From and after the Effective Time, Parent, the Company and its Subsidiaries the Surviving Company shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceeding or investigation with respect to the Indemnitees matters subject to indemnification pursuant to this Section 5.9(a) in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided accordance with the procedures (if any) set forth in (A) the Company Charter Documents Organizational Documents, or the certificate or articles of incorporation and the respective bylaws, or other organizational documents or governance documents, of each any Subsidiary of the Company’s Subsidiaries as currently , and indemnification agreements, if any, in effect and (B) any indemnification agreements with an Indemnitee (but only existence on the date of this Agreement; provided that, to the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted required by applicable Law, the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification pursuant to this Section 5.9(a). In the event of any such Proceeding or investigation, Parent and the Surviving Company shall cooperate with the Covered Person in the defense of any such Proceeding or investigation.

Indemnification and Insurance. (a) From and after In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, Parent shalla trustee, and shall cause officer, employee, fiduciary or agent of the Surviving Corporation toTrust (the "Indemnified Parties") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) indemnifythe fact that he, defend and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person who served as she or it is or was a directortrustee, officer, memberemployee or agent of the Trust, trustee or fiduciary is or was serving at the request of the Trust as a trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, pension trust or other employee benefit plan enterprise, or enterprise if such service was at the request or for the benefit of the Company (ii) this Agreement or any of its Subsidiaries (eachthe transactions contemplated hereby, an “Indemnitee” and, collectivelywhether in any case asserted or arising before or after the Effective Time, the “Indemnitees”) parties hereto agree to cooperate and use their reasonable best efforts to defend against all and respond thereto. It is understood and agreed that the Trust shall indemnify and hold harmless, and after the Effective Time Lexington shall indemnify and hold harmless, as and to the full extent permitted by applicable law or the Declaration of Trust of the Trust, each Indemnified Party against any losses, claims, damages, liabilities, lossescosts, damagesexpenses (including attorneys' fees and expenses, judgments, fines, penalties, costs (including fines and amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any such threatened or actual or threatened claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether civil, criminal, administrative asserted or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at after the Effective Time Time); (including i) the Trust, and the Lexington after the Effective Time, shall promptly pay expenses in advance of the final disposition of any Claim relating in whole claim, suit, proceeding or in part investigation to this Agreement or the Transactions), each Indemnified Party to the fullest full extent permitted under applicable Law and by law, (ii) assume the Indemnified Parties may retain counsel satisfactory to them, provided such counsel is reasonably satisfactory to Lexington, and the Trust, and Lexington after the Effective Time, shall promptly pay all fees and expenses of such counsel for the Indemnified Parties after reasonably detailed statements therefor are received, and (iii) the Trust and Lexington will use their respective reasonable best efforts to assist in the vigorous defense of any such matter; provided, that neither the Trust nor Lexington shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and provided further that the Lexington shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. The Indemnified Parties as a group may retain only one law firm to represent them with respect to any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. Any Indemnified Party wishing to claim indemnification under this Section 7.12, upon learning 30 37 of any such claim, action, suit, proceeding or investigation, shall notify the Trust and, after the Effective Time, Lexington, thereof, provided that the failure to so notify shall not affect the obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only Trust or Lexington except to the extent such indemnification agreement was made available failure to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Lawnotify materially prejudices such party.

Indemnification and Insurance. (a) From and The Company after the Effective Time, Parent shall, and Closing shall cause the Surviving Corporation to, (i) indemnify, defend indemnify and hold harmless each current harmless, to the fullest extent permitted under applicable law, including without limitation, as provided in the Amended and former director, officer and employee Restated Certificate of Incorporation of the Company and the Company's By- Laws as in effect on the date hereof, each present and former director or officer of the Company determined as of the Closing (collectively, the "Indemnified Parties"), who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, or was or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a director or officer of the Company or of any of its Subsidiaries and each person who served as a directorsubsidiaries, officeror is or was at any time serving, memberat the request of the Company, trustee or fiduciary of another any other corporation, partnership, joint venture, trust, pension or other employee benefit plan or other enterprise if such service was at the request or for the benefit of the Company or in any of its Subsidiaries (eachcapacity, an “Indemnitee” and, collectively, the “Indemnitees”) against all claimsexpense, liabilitiesliability and loss (including, lossesbut not limited to, damagesattorneys' fees, judgments, fines, penaltiesexcise taxes or penalties with respect to any employee benefit plan or otherwise, costs (including and amounts paid or to be paid in settlement settlement) incurred or compromise) and expenses (including fees and expenses of legal counsel) suffered by such director or officer in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever assertedsuch proceeding, arising out ofof or pertaining to matters existing or occurring at or prior to the Closing, relating including, without limitation, matters arising out of or pertaining to or in connection with any action or omission relating to their position with the transactions contemplated by this Agreement (and the Company or shall, as provided under its Subsidiaries occurring or alleged to have occurred before or at Amended and Restated Certificate of Incorporation and By-Laws as in effect on the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions), date hereof and to the fullest extent permitted under applicable Law and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liabilitylaw, exculpation, indemnification and advancement of advance expenses as provided in (A) the Company Charter Documents incurred by such Indemnified Party; provided, however, that if and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent that Delaware law so requires the payment of such expense in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking by such Indemnified Party to repay all such advances if it shall ultimately be determined that such person is not entitled to indemnification agreement was made available by the Company). The foregoing shall inure to Parent the benefit of any Indemnified Party's heirs, executors or administrators, and shall not be in limitation of any rights to indemnification which an Indemnified Party may have under applicable law and the Company's Amended and Restated Certificate of Incorporation prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable LawClosing.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to 33 #5501530.12 have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions), to the fullest extent permitted under applicable Law and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereofhereof or entered into after the date hereof in compliance with Section 5.1(a)), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Law. Without limiting the foregoing, at the Effective Time, the Surviving Corporation shall, and Parent shall, and shall cause the Surviving Corporation to, cause the articles of incorporation and bylaws of the Surviving Corporation to include provisions for limitation of liabilities of directors and officers, indemnification, advancement of expenses and exculpation of the Indemnitees no less favorable to the Indemnitees than as set forth in the Company Charter Documents in effect on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees except as required by applicable Law.

Indemnification and Insurance. (a) From and after the Acceptance Date and until the Effective Time, the Company shall, and Parent shall cause the Company to, and from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend indemnify and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person individual who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request Effective Time is, or for at any time prior to the benefit Effective Time was, a director or officer of the Company or any of its Subsidiaries a Subsidiary of the Company (each, an “Indemnitee” and, collectively, the “Indemnitees”) against with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, based on or arising out of, relating to in whole or in part, acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with any action or omission relating to their position with serving at the request of the Company or its Subsidiaries occurring such Subsidiary as a director, officer, employee or alleged to have occurred before agent of another Person (including any employee benefit plan)), at, or at any time prior to, the Effective Time (including any Claim relating acts or omissions occurring in whole or in part to this Agreement or connection with the Transactions), to the fullest extent permitted under applicable Law Law, and (ii) assume all obligations of the Company and its such Subsidiaries to the Indemnitees in respect of limitation Table of liability, exculpation, Contents indemnification and advancement of expenses exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in (A) the Company Charter Documents Company’s articles of incorporation and bylaws and the respective organizational documents of such Subsidiaries, in each of the Company’s Subsidiaries case, as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof)effect, which shall in each case survive the Transactions and continue in full force and effect in accordance with their respective terms. Without limiting the foregoing, from and after the Acceptance Date and until the Effective Time, the Company shall, and Parent shall cause the Company to, and from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, cause the articles of incorporation and by-laws of the Surviving Corporation (or any successor) to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date of this Agreement in the Company’s articles of incorporation and bylaws, which provisions shall not be, except as required by applicable Law, amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, subject to Section 6.10(b), from and after the Acceptance Date and until the Effective Time, the Company shall, and Parent shall cause the Company to, and from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, promptly advance any expenses (including fees and expenses of legal counsel) of any Indemnitee incurred in connection with matters for which this Section 6.10 may apply (including in connection with enforcing the indemnity and other obligations provided for in this Section 6.10) 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 permitted required by applicable Law. Unless Parent and the Surviving Corporation otherwise determine that the Indemnitee’s conduct complied with such applicable standards, any determination required to be made with respect to whether an Indemnitee’s conduct complies with the standards set forth under applicable Law, the Company’s articles of incorporation or bylaws, the organizational documents of the Company’s Subsidiaries or the articles of incorporation or bylaws of the Surviving Corporation, as the case may be, shall be made in the manner described in Section 6 of Article VI of the Company’s articles of incorporation as in effect on the date hereof; provided, however, that with regard to acts or omissions of a Continuing Indemnitee occurring after the Acceptance Date and prior to the Effective Time, any determination as to whether the applicable standard of conduct was met shall be made by special legal counsel agreed upon by the Company’s Board of Directors (excluding the Continuing Indemnitee) and the Continuing Indemnitee, unless Parent and the Surviving Corporation otherwise determine that the Continuing Indemnitee’s conduct complied with such applicable standards. If the Company’s Board of Directors (excluding the Continuing Indemnitee) and the Continuing Indemnitee are unable to agree on such special legal counsel the Company’s Board of Directors (excluding the Continuing Indemnitee) and the Continuing Indemnitee each shall select a nominee, and the nominees shall select such special legal counsel.

Indemnification and Insurance. (a) From and after the Acceptance Date and until the Effective Time, the Company shall, and Parent shall cause the Company to, and from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend indemnify and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person individual who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request Effective Time is, or for at any time prior to the benefit Effective Time was, a director or officer of the Company or any of its Subsidiaries a Subsidiary of the Company (each, an “Indemnitee” and, collectively, the “Indemnitees”) against with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, based on or arising out of, relating to in whole or in part, acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with any action or omission relating to their position with serving at the request of the Company or its Subsidiaries occurring such Subsidiary as a director, officer, employee or alleged to have occurred before agent of another Person (including any employee benefit plan)), at, or at any time prior to, the Effective Time (including any Claim relating acts or omissions occurring in whole or in part to this Agreement or connection with the Transactions), to the fullest extent permitted under applicable Law Law, and (ii) assume all obligations of the Company and its such Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in (A) the Company Charter Documents Company’s articles of incorporation and bylaws and the respective organizational documents of such Subsidiaries, in each of the Company’s Subsidiaries case, as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof)effect, which shall in each case survive the Transactions and continue in full force and effect in accordance with their respective terms. Without limiting the foregoing, from and after the Acceptance Date and until the Effective Time, the Company shall, and Parent shall cause the Company to, and from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, cause the articles of incorporation and by-laws of the Surviving Corporation (or any successor) to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date of this Agreement in the Company’s articles of incorporation and bylaws, which provisions shall not be, except as required by applicable Law, amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, subject to Section 6.10(b), from and after the Acceptance Date and until the Effective Time, the Company shall, and Parent shall cause the Company to, and from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, promptly advance any expenses (including fees and expenses of legal counsel) of any Indemnitee incurred in connection with matters for which this Section 6.10 may apply (including in connection with enforcing the indemnity and other obligations provided for in this Section 6.10) 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 permitted required by applicable Law. Unless Parent and the Surviving Corporation otherwise determine that the Indemnitee’s conduct complied with such applicable standards, any determination required to be made with respect to whether an Indemnitee’s conduct complies with the standards set forth under applicable Law, the Company’s articles of incorporation or bylaws, the organizational documents of the Company’s Subsidiaries or the articles of incorporation or bylaws of the Surviving Corporation, as the case may be, shall be made in the manner described in Section 6 of Article VI of the Company's articles of incorporation as in effect on the date hereof; provided, however, that with regard to acts or omissions of a Continuing Indemnitee occurring after the Acceptance Date and prior to the Effective Time, any determination as to whether the applicable standard of conduct was met shall be made by special legal counsel agreed upon by the Company's Board of Directors (excluding the Continuing Indemnitee) and the Continuing Indemnitee, unless Parent and the Surviving Corporation otherwise determine that the Continuing Indemnitee’s conduct complied with such applicable standards. If the Company's Board of Directors (excluding the Continuing Indemnitee) and the Continuing Indemnitee are unable to agree on such special legal counsel the Company's Board of Directors (excluding the Continuing Indemnitee) and the Continuing Indemnitee each shall select a nominee, and the nominees shall select such special legal counsel.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) shall indemnify, defend and hold harmless to the fullest extent permitted under applicable law each current and former directorperson who is immediately prior to the Effective Time, or has been at any time prior to the Effective Time, an officer and employee or director of the Company and any of its Subsidiaries and each person who immediately prior to the Effective Time is serving or prior to the Effective Time has served at the request of the Company as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at enterprise, including the request or for members of the benefit Administrative Committee of the Company or any of its Subsidiaries Plans (eachindividually, an “Indemnitee” "Indemnified Party" and, collectively, the “Indemnitees”"Indemnified Parties") against all losses, claims, damages, liabilities, losses, damagescosts or expenses (including attorneys' fees), judgments, fines, penalties, costs (including penalties and amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed before or after the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”an "Action"), whenever asserted(i) Parent and the Surviving Corporation shall pay, arising out ofas incurred, relating the fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to or Parent, in connection with advance of the final disposition of any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions), such Action to the fullest extent permitted under by applicable Law law, and, if required, upon receipt of any undertaking required by applicable law, and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents Parent and the respective organizational documents Surviving Corporation shall cooperate in the defense of each of any such matter; provided, however, neither Parent nor the Company’s Subsidiaries as currently in effect and Surviving Corporation shall be liable for any settlement effected without their written consent (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereofwhich consent shall not be unreasonably withheld or delayed), which and provided further that neither Parent nor the Surviving Corporation shall in each case survive the Transactions and continue in full force and effect be obligated pursuant to the extent permitted by applicable Law.this Section

Indemnification and Insurance. (a) From and after In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, in which any person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former director, a director or officer and or employee of the Company and any of its Subsidiaries and each person who served as (the “Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director, officer, member, trustee officer or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries predecessors or (eachii) this Agreement or any of the transactions contemplated hereby, an “Indemnitee” and, collectivelywhether in any case asserted or arising before or after the Effective Time, the “Indemnitees”) Parties agree to cooperate and defend against all and respond thereto to the extent permitted by applicable law and the certificate of incorporation and bylaws of the Company. It is understood and agreed that after the Effective Time, Parent and Surviving Corporation shall indemnify and hold harmless, as and to the fullest extent permitted by applicable law and the certificate of incorporation and bylaws of the Company as in effect immediately prior to the Effective Time, each such Indemnified Party against any losses, claims, damages, liabilities, lossescosts, damagesexpenses (including reasonable attorney’s fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking required by applicable law), judgments, fines, penalties, costs (including fines and amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel“Damages”) in connection with any such threatened or actual or threatened claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether civil, criminal, administrative asserted or investigative) (each, a “Claim”arising before or after the Effective Time), whenever assertedthe Indemnified Parties may retain counsel reasonably satisfactory to Parent; provided, arising out ofhowever, relating that (1) Parent shall have the right to assume the defense thereof and upon such assumption Parent shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with any action the defense thereof, except that if Parent elects not to assume such defense or omission relating counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between Parent and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to their position with Parent, and Parent shall pay the Company or its Subsidiaries occurring or alleged to have occurred before or at reasonable fees and expenses of such counsel for the Effective Time Indemnified Parties, (including any Claim relating in whole or in part 2) Parent shall be obligated pursuant to this Agreement paragraph to pay for only one counsel for each Indemnified Party, (3) Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld or the Transactionsdelayed), and (4) Parent shall not be obligated pursuant to this paragraph to the fullest extent permitted under applicable Law and (ii) assume all obligations that a final judgment determines that any Damages are as a result of the Company and its Subsidiaries to gross negligence or willful misconduct or result from a decision made by the Indemnitees Indemnified Party when the Indemnified Party had no good faith belief that he or she was acting in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each best interests of the Company’s Subsidiaries as currently in effect and (B) . Any Indemnified Party wishing to claim indemnification under this Section 6.11, upon learning of any indemnification agreements with an Indemnitee (but only such claim, action, suit, proceeding or investigation, shall notify Parent thereof; provided, however, that the failure to so notify shall not affect the obligations of Parent under this Section 6.11 except to the extent such indemnification agreement was made available failure to Parent prior to the date hereof), which shall in each case survive the Transactions and notify materially prejudices Parent. Parent’s obligations under this Section 6.11 continue in full force and effect for a period of five years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim. If Parent or any of its successors or assigns shall consolidate with or merge into any other entity and shall not be the continuing or surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets to any entity, then and in each case, the successors and assigns of Parent shall assume the obligations set forth in this Section 6.11. Parent shall ensure than any officer or director of the Company who becomes an executive officer or director of Parent on or after the Effective Time shall, at the time such person becomes an executive officer or director of Parent, be named as an insured under Parent’s directors and officers liability policy to the same extent permitted by applicable Lawas other executive officers and directors of Parent.

Indemnification and Insurance. (a) From The Surviving Corporation, the Shareholders and the Company agree that, except as may be limited by applicable Laws, for six and one half years from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) shall indemnify, defend and hold harmless each current and former directorany person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer and employee or director ("Covered Parties") of the Company against all losses, claims, damages, liabilities, costs and expenses (including attorneys' fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (whether arising before or after the Effective Time) (each a "Claim") to the extent that any such Claim is based on, or arises out of, (i) the fact that such person is or was a director or officer of its Subsidiaries and each person who served the Company or is or was serving at the request of the Company as a director, officer, member, trustee director or fiduciary officer of another corporation, partnership, joint venture, trust, pension trust or other employee benefit plan enterprise, or enterprise if such service was at the request or for the benefit of the Company (ii) this Agreement, or any of its Subsidiaries (eachthe transactions contemplated hereby, an “Indemnitee” andin each case to the extent that any such Claim pertains to any matter or fact arising, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement existing or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating occurring prior to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Time, regardless of whether such Claim relating in whole is asserted or in part to this Agreement claimed prior to, at or after the Transactions)Effective Time, to the fullest full extent permitted under applicable Law and (ii) assume all obligations or the Company's Articles of 22 99 Incorporation, By-laws or indemnification agreements in effect at the Company and its Subsidiaries date hereof, including provisions relating to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Covered Party becomes involved in any capacity in any Claim, then from and after the Effective Time, the Surviving Corporation shall periodically advance to such Covered Party its legal and other expenses (A) including the Company Charter Documents cost of any investigation and the respective organizational documents of each of the Company’s Subsidiaries as currently preparation incurred in effect and (B) any indemnification agreements with an Indemnitee (but only connection therewith), subject to the extent provision by such indemnification agreement was made available Covered Party of an undertaking to Parent prior to reimburse the date hereof), which shall amounts so advanced in each case survive the Transactions and continue in full force and effect to the extent permitted event of a final non-appealable determination by applicable Lawa court of competent jurisdiction that such Covered Party is not entitled thereto.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, shall and shall cause the Surviving Corporation to, (i) to indemnify, defend and hold harmless each current and former directorharmless, to the fullest extent authorized or permitted under the NCBCA or other applicable Law, any individual who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer and employee of the Company and or any of its Subsidiaries and each person or any director or officer of the Company or its Subsidiaries who served is or was serving at the request of Company or any of its Subsidiaries as a director, officer, membermanager, employee, fiduciary, agent or trustee (or fiduciary equivalent position) of another corporationPerson (collectively, partnershipthe "Indemnitees") against any and all losses, joint ventureclaims, trustdamages, pension costs, expenses (including attorneys' fees and disbursements), fines, liabilities, judgments, and amounts that are paid in settlement in any threatened (in writing) or other employee benefit plan actual claim, action, suit, proceeding or enterprise if such service investigation, whether civil, criminal or administrative (each, a "Claim"), based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he or she is or was a director or officer of Company or any of its Subsidiaries, or served at the request of the Company or for any of its Subsidiaries as a director, officer, manager, employee, fiduciary, agent or trustee of another Person, prior to the benefit Effective Time, (ii) matters existing or occurring at or prior to the Effective Time, including this Agreement and the Transactions contemplated by this Agreement, or (iii) actions or omissions by an Indemnitees taken at the request of the Company or any of its Subsidiaries (eacheach of (i), an “Indemnitee” and(ii), and (iii), collectively "Indemnity Proceedings"), in each case, whether asserted or claimed prior to, at, or after the Effective Time; in each case, to the same extent such Indemnitees are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Charter Documents, and indemnification agreements in existence on the date of this Agreement and the Subsidiary Documents (collectively, the “Indemnitees”) against "D&O Indemnification Agreements"). To the extent permitted under the NCBCA or other applicable Law, Parent shall, or shall cause the Surviving Corporation to promptly advance all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and out-of-pocket expenses of legal counsel) each Indemnitee in connection with any actual Indemnity Proceeding as such expenses (including attorneys' fees and disbursements) are incurred upon receipt from such Indemnitee of a request therefor (accompanied by invoices or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigativeother relevant documentation) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position accordance with the procedures set forth in the D&O Indemnification Agreements in existence on the date of this Agreement; provided, however, that the director or officer of the Company or and its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions)whom expenses are advanced undertakes, to the fullest extent permitted required under the NCBCA or other applicable Law, to repay such advanced expenses to the Surviving Corporation if it is ultimately determined that such director, or officer is not entitled to indemnification under applicable Law or the D&O Indemnification Agreements. In the event any Indemnity Proceeding is brought against any Indemnitee (and in which indemnification could be sought by such Indemnitee hereunder), Parent, the Surviving Corporation and their respective Subsidiaries shall cooperate and use reasonable best efforts to defend against and respond thereto; provided, that none of Parent, the Surviving Corporation or their respective Subsidiaries shall settle, compromise or consent to the entry of any judgment in such Indemnity Proceeding with respect to any Indemnitee unless such settlement, compromise or consent includes a release of such Indemnitee from all liability arising out of such Indemnity Proceeding or such Indemnitee otherwise consents in writing. 49 (iib) assume From and after the Effective Time, the Surviving Corporation will, and Parent will cause the Surviving Corporation and its Subsidiaries to, fulfill and honor in all respects the obligations of the Company and its Subsidiaries to pursuant to: (i) each indemnification agreement in effect between any of the Indemnitees Company and its Subsidiaries and any Indemnitee as set forth in respect Section 4.8(b) of limitation of liabilitythe Company Disclosure Schedule; and (ii) any indemnification provision, exculpation, indemnification expense advancement provision and advancement of expenses as provided any exculpation provision set forth in (A) the Company Charter Documents and the respective Subsidiary Documents in effect on the date of this Agreement. The articles of incorporation and bylaws of the Surviving Corporation and equivalent organizational documents of each the Surviving Corporation's Subsidiaries shall contain the provisions with respect to indemnification, expense advancement and exculpation from liability at least as favorable as the indemnification, expense advancement and exculpation from liability provisions set forth in the Company Charter Documents and the Subsidiary Documents on the date of this Agreement, and, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, such provisions shall not be amended, repealed or otherwise modified in any manner that could adversely affect the rights thereunder of any Indemnitee. (c) Prior to the Effective Time, the Company shall, or, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for the non-cancellable extension of the directors' and officers' liability coverage of the Company’s Subsidiaries as currently 's existing directors' and officers' insurance policies and the Company's existing fiduciary liability insurance policies (collectively, "D&O Insurance"), in effect each case for a claims reporting or discovery period of at least six (6) years from and (B) after the Effective Time with respect to any indemnification agreements with an Indemnitee (but only claim related to any period of time at or prior to the extent Effective Time with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company's existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of the Company or any of its Subsidiaries by reason of him or her serving in such indemnification agreement was capacity that existed or occurred at or prior to the Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby); provided that the Company shall give Parent a reasonable opportunity to participate in the selection of such "tail" policy and the Company shall give reasonable and good faith consideration to any comments made available by Parent with respect thereto. If the Company or the Surviving Corporation for any reason fail to obtain such "tail" insurance policies as of the Effective Time, the Surviving Corporation shall continue to maintain in effect, for a period of at least six (6) years from and after the Effective Time, the D&O Insurance in place as of the date hereof with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company's existing policies as of the date hereof, or the Surviving Corporation shall purchase comparable D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are no less favorable than as provided in the Company' s existing policies as of the date hereof. Notwithstanding the foregoing, in no event shall Parent or the Surviving Corporation be required to, and in no event shall the Company be permitted to, without Parent's prior written consent, expend for the policies pursuant to this section an aggregate premium amount in excess of 300% of the amount per annum the Company paid in its last full fiscal year; provided that if the aggregate premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available, with respect to matters occurring prior to the Effective Time, for a cost not exceeding such amount. 50 (d) The provisions of this Section 4.8: (i) are intended to be for the benefit of, and shall be enforceable by, each Person who is now, or who has been at any time prior to the date hereof)of this Agreement or who becomes prior to the Effective Time, which an Indemnitee, his or her heirs and his or her personal representatives, (ii) shall be binding on Parent, the Surviving Corporation and their respective successors and assigns, (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have, whether pursuant to Law, Contract, any Company Plan, the Company Charter Documents, the Subsidiary Documents, or otherwise and (iv) shall survive the consummation of the Merger and shall not be terminated or modified in any manner so as to adversely affect any Indemnitee without the consent of such Indemnitee. (e) In the event that Parent, the Surviving Corporation or any of its respective successors or permitted assigns (each, an "Indemnifying Party") (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each case survive such case, proper provision shall be made so that the Transactions successors and continue in full force and effect assigns of such Indemnifying Party assume all the obligations of such Indemnifying Party pursuant to this Section 4.8. In addition, if upon or following any merger, consolidation or sale of assets any Indemnifying Party is or becomes a direct or indirect Subsidiary of another Person, the extent permitted by applicable Lawultimate parent entity of such Indemnifying Party shall guaranty the obligations of such Indemnifying Party pursuant to this Section 4.8. Section 4.9.

Indemnification and Insurance. (a) From and after the Effective Time, Parent the Surviving Company shall, and Parent shall cause the Surviving Corporation Company to, (i) indemnify, defend indemnify and hold harmless each current present and former director, director and officer and employee of the Company and or any of its Subsidiaries (in each case, when acting in such capacity) (collectively, together with their respective heirs, executors and each person who served as a directoradministrators, officerthe “Company Directors and Officers ”) against any costs or expenses (including reasonable attorneys’ fees), memberjudgments, trustee or fiduciary of another corporationfines, partnershiplosses, joint venturedamages, trust, pension amounts paid in settlement or other employee benefit plan Liabilities incurred in connection with any actual or enterprise if threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (an “Indemnified Action”), arising out of the fact that such service person is or was a director or officer of the Company or any of its Subsidiaries (or, at the request or for the benefit of the Company or any of its Subsidiaries Subsidiaries, of any other person) at any time at or before the Effective Time, whether pertaining to matters existing or occurring or actions or omissions taken (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have existed, occurred before or been taken) at or after the Effective Time (Time, including any Claim relating the transactions contemplated by this Agreement, in whole or in part to this Agreement or the Transactions), each case to the fullest extent permitted under by applicable Law Law, and (ii) assume all obligations of the Surviving Company shall, and Parent shall cause the Surviving Company to, also advance expenses to the Company Directors and its Subsidiaries Officers in connection with any and all such Indemnified Actions as incurred to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the fullest extent permitted by applicable Law; provided, that each of the Company Directors and Officers to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final and nonappealable judicial determination that such Company Director or Officer is not entitled to indemnification under this Section 5.9(a) or otherwise.

Indemnification and Insurance. (a) From and after In the Effective Timeevent of any threatened or actual claim, Parent shallaction, and shall cause suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any of the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former director, officer and employee present officers or directors of the Company and any is, or is threatened to be, made a party by reason of its Subsidiaries and each person who served as the fact that he is or was a director, officer, memberemployee or agent of the Company, trustee or fiduciary is or was serving at the request of the Company as a trustee, director, officer, employee or agent of another corporation, partnership, joint venture, trust, pension trust or other employee benefit plan enterprise, whether before or enterprise if such service was at after the request or for the benefit of Closing, the Company shall use its best efforts to defend against such claim, action, fact, proceeding or investigation and to respond promptly thereto. It is understood and agreed that the Company shall indemnify and hold harmless, as and to the full extent permitted by applicable law, each such officer or director against any of its Subsidiaries (eachlosses, an “Indemnitee” andclaims, collectively, the “Indemnitees”) against all claimsdamages, liabilities, lossescosts, damagesexpenses (including attorneys' fees), judgments, fines, penalties, costs (including fines and amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened such claim, action, suit, proceeding or investigation, and in the event of any such claim, action, suit, proceeding or investigation (whether civil, criminal, administrative arising before or investigative) (each, a “Claim”after the Closing), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with (i) the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions), shall retain counsel reasonably satisfactory to the fullest extent permitted under applicable Law officer or director and shall pay all fees and expenses of such counsel for the officer or director promptly as statements therefor are received and (ii) assume all obligations of the Company and will use its Subsidiaries best efforts to assist in the Indemnitees in respect vigorous defense of limitation of liability, exculpation, indemnification and advancement of expenses as any such matter; provided in (A) that the Company Charter Documents shall not be liable for any settlement effected without its prior written consent; and provided further that the respective organizational documents Company shall have no obligation hereunder to any officer or director when and if a court of each competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification of such officer or director in the Company’s Subsidiaries as currently in effect and (B) any manner contemplated hereby is prohibited by applicable law. Any officer or director wishing to claim indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereofunder this Section 8.6(a), which upon learning of any such claim, action, suit, proceeding or investigation, shall in each case survive notify the Transactions and continue in full force and effect to the extent permitted by applicable LawCompany thereof.

Indemnification and Insurance. (a) From and after the Effective TimeClosing Date, Parent solely to the extent that the Partnership or the General Partner or any applicable Subsidiary thereof would be permitted to indemnify an Indemnified Person immediately prior to the Closing Date, Purchaser shall, and shall cause the Surviving Corporation Partnership and the General Partner to, (i) indemnify, defend and hold harmless each current against any cost or expenses (including attorneys’ fees), judgments, settlements, fines and former director, officer and employee of the Company and any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilitiessanctions, losses, damagesclaims, judgments, fines, penalties, costs (including damages or liabilities and amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claimProceeding, suitand provide advancement of expenses with respect to each of the foregoing to, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions), all Indemnified Persons to the fullest extent permitted under applicable Law and (ii) assume all obligations honor the provisions regarding elimination of the Company liability of officers and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpationdirectors, indemnification of officers, directors and employees and advancement of expenses as provided contained in (A) the Company Charter Organizational Documents of the Partnership and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent General Partner immediately prior to the date hereof)Closing Date and ensure that the Organizational Documents of the Partnership and the General Partner or any of their respective successors or assigns, which if applicable, shall, for a period of six (6) years following the Closing Date, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Partnership and the General Partner than are presently set forth in such Organizational Documents. Any right of an Indemnified Person pursuant to this Section 5.6(a) shall not be amended, repealed, terminated or otherwise modified at any time in each case survive a manner that would adversely affect the Transactions rights of such Indemnified Person as provided herein, and continue in full force shall be enforceable by such Indemnified Person and effect to their respective heirs and representatives against Purchaser and the extent permitted by applicable LawGeneral Partner and their respective successors and assigns.

Indemnification and Insurance. (a) From and after In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, in which any person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former director, a director or officer and or employee of the Company and any of its Subsidiaries and each person who served as (the "Indemnified Parties") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director, officer, member, trustee officer or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries predecessors or (eachii) this Agreement or any of the transactions contemplated hereby, an “Indemnitee” and, collectivelywhether in any case asserted or arising before or after the Effective Time, the “Indemnitees”) Parties agree to cooperate and defend against all and respond thereto to the extent permitted by applicable law and the certificate of incorporation and bylaws of the Company. It is understood and agreed that after the Effective Time, Parent and Surviving Corporation shall indemnify and hold harmless, as and to the fullest extent permitted by applicable law and the certificate of incorporation and bylaws of the Company as in effect immediately prior to the Effective Time, each such Indemnified Party against any losses, claims, damages, liabilities, lossescosts, damagesexpenses (including reasonable attorney's fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking required by applicable law), judgments, fines, penalties, costs (including fines and amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel"Damages") in connection with any such threatened or actual or threatened claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether civil, criminal, administrative asserted or investigative) (each, a “Claim”arising before or after the Effective Time), whenever assertedthe Indemnified Parties may retain counsel reasonably satisfactory to Parent; provided, arising out ofhowever, relating that (1) Parent shall have the right to assume the defense thereof and upon such assumption Parent shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with any action the defense thereof, except that if Parent elects not to assume such defense or omission relating counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between Parent and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to their position with Parent, and Parent shall pay the Company or its Subsidiaries occurring or alleged to have occurred before or at reasonable fees and expenses of such counsel for the Effective Time Indemnified Parties, (including any Claim relating in whole or in part 2) Parent shall be obligated pursuant to this Agreement paragraph to pay for only one counsel for each Indemnified Party, (3) Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld or the Transactionsdelayed), and (4) Parent shall not be obligated pursuant to this paragraph to the fullest extent permitted under applicable Law and (ii) assume all obligations that a final judgment determines that any Damages are as a result of the Company and its Subsidiaries to gross negligence or willful misconduct or result from a decision made by the Indemnitees Indemnified Party when the Indemnified Party had no good faith belief that he or she was acting in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each best interests of the Company’s Subsidiaries as currently in effect and (B) . Any Indemnified Party wishing to claim indemnification under this Section 6.11, upon learning of any indemnification agreements with an Indemnitee (but only such claim, action, suit, proceeding or investigation, shall notify Parent thereof; provided, however, that the failure to so notify shall not affect the obligations of Parent under this Section 6.11 except to the extent such indemnification agreement was made available failure to Parent prior to the date hereof), which shall in each case survive the Transactions and notify materially prejudices Parent. Parent's obligations under this Section 6.11 continue in full force and effect for a period of five years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the extent permitted by applicable Lawfinal disposition of such claim. If Parent or any of its successors or assigns shall consolidate with or merge into any other entity and shall not be the continuing or surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets to any entity, then and in each case, the successors and assigns of Parent shall assume the obligations set forth in this Section 6.11.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, shall and shall cause the Surviving Corporation to, (i) to indemnify, defend and hold harmless each current and former directorharmless, to the fullest extent authorized or permitted under the NCBCA or other applicable Law, any individual who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer and employee of the Company and or any of its Subsidiaries and each person or any director or officer of the Company or its Subsidiaries who served is or was serving at the request of Company or any of its Subsidiaries as a director, officer, membermanager, employee, fiduciary, agent or trustee (or fiduciary equivalent position) of another corporationPerson (collectively, partnershipthe "Indemnitees") against any and all losses, joint ventureclaims, trustdamages, pension costs, expenses (including attorneys' fees and disbursements), fines, liabilities, judgments, and amounts that are paid in settlement in any threatened (in writing) or other employee benefit plan actual claim, action, suit, proceeding or enterprise if such service investigation, whether civil, criminal or administrative (each, a "Claim"), based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he or she is or was a director or officer of Company or any of its Subsidiaries, or served at the request of the Company or for any of its Subsidiaries as a director, officer, manager, employee, fiduciary, agent or trustee of another Person, prior to the benefit Effective Time, (ii) matters existing or occurring at or prior to the Effective Time, including this Agreement and the Transactions contemplated by this Agreement, or (iii) actions or omissions by an Indemnitees taken at the request of the Company or any of its Subsidiaries (eacheach of (i), an “Indemnitee” and(ii), and (iii), collectively "Indemnity Proceedings"), in each case, whether asserted or claimed prior to, at, or after the Effective Time; in each case, to the same extent such Indemnitees are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Charter Documents, and indemnification agreements in existence on the date of this Agreement and the Subsidiary Documents (collectively, the “Indemnitees”) against "D&O Indemnification Agreements"). To the extent permitted under the NCBCA or other applicable Law, Parent shall, or shall cause the Surviving Corporation to promptly advance all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and out-of-pocket expenses of legal counsel) each Indemnitee in connection with any actual Indemnity Proceeding as such expenses (including attorneys' fees and disbursements) are incurred upon receipt from such Indemnitee of a request therefor (accompanied by invoices or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigativeother relevant documentation) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position accordance with the Company procedures set forth in the D&O Indemnification Agreements in existence on the date of this Agreement; provided, however, that the director or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions), to the fullest extent permitted under applicable Law and (ii) assume all obligations officer of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liabilitywhom expenses are advanced undertakes, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent required under the NCBCA or other applicable Law, to repay such indemnification agreement was made available to Parent prior advanced expenses to the date hereofSurviving Corporation if it is ultimately determined that such director, or officer is not entitled to indemnification under applicable Law or the D&O Indemnification Agreements. In the event any Indemnity Proceeding is brought against any Indemnitee (and in which indemnification could be sought by such Indemnitee hereunder), which Parent, the Surviving Corporation and their respective Subsidiaries shall in each case survive cooperate and use reasonable best efforts to defend against and respond thereto; provided, that none of Parent, the Transactions and continue in full force and effect Surviving Corporation or their respective Subsidiaries shall settle, compromise or consent to the extent permitted by applicable Lawentry of any judgment in such Indemnity Proceeding with respect to any Indemnitee unless such settlement, compromise or consent includes a release of such Indemnitee from all liability arising out of such Indemnity Proceeding or such Indemnitee otherwise consents in writing.

Indemnification and Insurance. (a) From and after the Effective Time, Parent the Surviving Company shall, and Parent shall cause the Surviving Corporation Company to, (i) indemnify, defend indemnify and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person individual who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request Effective Time is, or for at any time prior to the benefit Effective Time was, a director or officer of the Company or any of its Subsidiaries a Subsidiary of the Company (each, together with such Person’s heirs, executors and administrators, an “Indemnitee” and, collectively, the “Indemnitees”) against with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation Action (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, based on or arising out of, relating to in whole or in part, (A) the fact that an Indemnitee was a director or officer of the Company or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with any action or omission relating to their position with serving at the request of the Company or its Subsidiaries occurring such Subsidiary as a director, officer, employee, agent, trustee or alleged to have occurred before fiduciary of another Person (including any employee benefit plan)), in each case under clause (A) or (B), at, or at any time prior to, the Effective Time (including any Claim Action relating in whole or in part to the Transactions or relating to the enforcement of this Agreement provision or the Transactionsany other indemnification or advancement right of any Indemnitee), to the fullest extent permitted under applicable Law Law; provided that no Indemnitee shall be indemnified against any liability which by virtue of any rule of law attaches to such Indemnitee in respect of any fraud or dishonesty of which such Indemnitee has been finally determined by a court of competent jurisdiction to be guilty of in relation to the Company, and (ii) assume all obligations of the Company and its such Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in (A) the Company Charter Organizational Documents and the respective organizational documents of each such Subsidiaries as in effect on the date of this Agreement or in any agreement in existence as of the Company’s Subsidiaries as currently in effect date of this Agreement providing for indemnification between the Company and (B) any indemnification agreements with an Indemnitee (but only to Indemnitee. Without limiting the extent such indemnification agreement was made available to Parent prior to foregoing, Parent, from and after the date hereof)Effective Time, which shall in each case survive the Transactions and continue in full force and effect to the extent permitted cause, unless otherwise required by applicable Law, the memorandum of association and bye-laws of the Surviving Company to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date of this Agreement in the Company Organizational Documents, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, from the Effective Time, Parent shall cause the Surviving Company to, advance any expenses (including fees and expenses of legal counsel) of any Indemnitee under this Section 5.08 (including in connection with enforcing the indemnity and other obligations referred to in this Section 5.08) as incurred to the fullest extent permitted under applicable Law; provided that the individual to whom expenses are advanced provides an undertaking to repay such advances if it shall be finally determined by a court of competent jurisdiction that such Person is not entitled to be indemnified pursuant to this Section 5.08(a).

Indemnification and Insurance. b. In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any of the present or former officers or directors (athe "Managers") From and after of ENTECS is, or is threatened to be, made a party by reason of the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former fact that he is or was a director, officer and officer, employee or agent of ENTECS, or is or was serving at the Company and any request of its Subsidiaries and each person who served ENTECS as a director, officer, member, trustee employee or fiduciary agent of another corporation, partnership, joint venture, trust, pension trust or other employee benefit plan enterprise, whether before or enterprise if such service was at after the request or for Effective Time, the benefit parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that ENTECS shall indemnify and hold harmless, and from and after the Effective Time each of the Company or Surviving Corporation and TES shall indemnify and hold harmless, as and to the full extent permitted by applicable law (including by advancing expenses promptly as statements therefor are received), each such Manager against any of its Subsidiaries (eachlosses, an “Indemnitee” andclaims, collectively, the “Indemnitees”) against all claimsdamages, liabilities, lossescosts, damagesexpenses (including attorneys' fees), judgments, fines, penalties, costs (including fines and amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened such claim, action, suit, proceeding or investigation, and in the event of any such claim, action, suit, proceeding or investigation (whether civil, criminal, administrative arising before or investigative) (each, a “Claim”after the Effective Time), whenever asserted(i) the Managers may retain counsel satisfactory to them, arising out ofand ENTECS, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at Surviving Corporation and TES after the Effective Time (including any Claim relating in whole or in part to this Agreement or Time, shall pay all fees and expenses of such counsel for the Transactions)Managers promptly, to the fullest extent permitted under applicable Law as statements therefore are received, and (ii) assume all obligations ENTECS, or the Surviving Corporation and TES after the Effective Time, will use their respective best efforts to assist in the vigorous defense of any such matter; provided that neither ENTECS nor the Company Surviving Corporation or TES shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and its Subsidiaries provided further that the Surviving Corporation and TES shall have no obligation hereunder to any Manager when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification of such Manager in the Indemnitees in respect of limitation of liability, exculpation, manner contemplated hereby is prohibited by applicable law. Any Manager wishing to claim indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereofunder this Section 6.09(a), which upon learning of any such claim, action, suit, proceeding or investigation, shall in each case survive notify ENTECS and, after the Transactions Effective Time, the Surviving Corporation and continue in full force TES, thereof (provided that the failure to give such notice shall not affect any obligations hereunder, unless the indemnifying party is actually and effect to the extent permitted by applicable Lawmaterially prejudiced thereby).

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and Provider shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless City and its officials, employees and agents (collectively referred to as “Indemnitees”) and each current of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney’s fees) or liabilities (collectively referred to as “Liabilities”) by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the performance or non-performance of Services contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of Provider or its employees, agents or sub-providers (collectively referred to as “Provider”), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default or negligence (whether active or passive) or strict liability of the Indemnitees, or any of them or (ii) the failure of Provider to comply with any of the paragraphs herein or the failure of Provider to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal, state or local, in connection with the performance of this Agreement. Provider expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former director, officer and employee of the Company and any of its Subsidiaries and each person who served as a directorProvider, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (eachsub-providers, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions), to the fullest extent permitted under applicable Law and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) above, for which Provider’s liability to such employee or former employee would otherwise be limited to payments under state Workers’ Compensation or similar laws. Nothing herein shall require Provider to indemnify, defend, or hold harmless any Indemnitee for the Company Charter Documents and the respective organizational documents of each of the CompanyIndemnitee’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Lawown gross negligence or willful misconduct.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend Company and Parent shall indemnify and hold harmless each current all past and former director, officer present directors and employee officers or managers of the Company and or any of its Subsidiaries and each person who served as a director, officer, member, trustee trustee, employee, agent or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries Subsidiaries, in each case, to the extent acting in such capacity (eachcollectively, an “Indemnitee” andtogether with such Persons’ heirs, collectivelyexecutors and administrators, the “IndemniteesCovered Persons”) to the fullest extent permitted by Law against all claimsany costs and expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any claim, liabilitiessuit, losses, damagesproceeding or investigation to each Covered Person to the fullest extent permitted by Law), judgments, fines, penaltieslosses, costs (including claims, damages, liabilities and amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claimProceeding or investigation, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating of acts or omissions occurring at or prior to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including acts or omissions in connection with such Persons serving as an officer, director or other fiduciary in any Claim relating in whole entity at the request or in part to this Agreement or for the Transactionsbenefit of the Company). Without limiting the foregoing, from and after the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless the Covered Persons to the fullest extent permitted under applicable by Law for acts or omissions occurring in connection with the process resulting in and (ii) assume all obligations the adoption and approval of this Agreement and the consummation of the transactions contemplated hereby. From and after the Effective Time, Parent, the Company and its Subsidiaries the Surviving Company shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceeding or investigation with respect to the Indemnitees matters subject to indemnification pursuant to this Section 5.9(a) in respect accordance with the procedures (if any) set forth in the Company Organizational Documents, or the certificate or articles of limitation incorporation and bylaws, or other organizational or governance documents, of liabilityany Subsidiary of the Company, exculpationand indemnification agreements, if any, in existence on the date of this Agreement; provided that, to the extent required by applicable Law, the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification and advancement pursuant to this Section 5.9(a). In the event of expenses as provided in any such Proceeding for which indemnification is required pursuant to this Section 5.9(a), (A) the Surviving Company Charter Documents and will have the respective organizational documents of each of right to control the Company’s Subsidiaries as currently in effect and defense thereof after the Effective Time; (B) each Covered Person will be entitled to retain his or her own counsel (the reasonable and documented fees and expenses of which will be paid by the Surviving Company), whether or not the Surviving Company elects to control the defense of any indemnification agreements with an Indemnitee such Proceeding; and (but C) the Surviving Company will not settle any such Proceeding without the prior written consent of such Covered Person (unless such settlement relates only to monetary damages for which the extent Surviving Company is entirely responsible, includes an unconditional release of such indemnification agreement was made available to Parent prior to Covered Person from all liability arising out of such claim, suit, proceeding or investigation and does not include any admission of wrongdoing on the date hereofpart of such Covered Person), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Law.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, shall and shall cause the Surviving Corporation to, (i) to indemnify, defend and hold harmless each current and former directorharmless, to the fullest extent authorized or permitted under the NCBCA or other applicable Law, any individual who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer and employee of the Company and or any of its Subsidiaries and each person or any director or officer of the Company or its Subsidiaries who served is or was serving at the request of Company or any of its Subsidiaries as a director, officer, membermanager, employee, fiduciary, agent or trustee (or fiduciary equivalent position) of another corporationPerson (collectively, partnershipthe “Indemnitees”) against any and all losses, joint ventureclaims, trustdamages, pension costs, expenses (including attorneys’ fees and disbursements), fines, liabilities, judgments, and amounts that are paid in settlement in any threatened (in writing) or other employee benefit plan actual claim, action, suit, proceeding or enterprise if such service investigation, whether civil, criminal or administrative (each, a “Claim”), based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he or she is or was a director or officer of Company or any of its Subsidiaries, or served at the request of the Company or for any of its Subsidiaries as a director, officer, manager, employee, fiduciary, agent or trustee of another Person, prior to the benefit Effective Time, (ii) matters existing or occurring at or prior to the Effective Time, including this Agreement and the Transactions contemplated by this Agreement, or (iii) actions or omissions by an Indemnitees taken at the request of the Company or any of its Subsidiaries (eacheach of (i), an (ii), and (iii), collectively “Indemnitee” andIndemnity Proceedings”), in each case, whether asserted or claimed prior to, at, or after the Effective Time; in each case, to the same extent such Indemnitees are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Charter Documents, and indemnification agreements in existence on the date of this Agreement and the Subsidiary Documents (collectively, the “IndemniteesD&O Indemnification Agreements”) against ). To the extent permitted under the NCBCA or other applicable Law, Parent shall, or shall cause the Surviving Corporation to promptly advance all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and out-of-pocket expenses of legal counsel) each Indemnitee in connection with any actual Indemnity Proceeding as such expenses (including attorneys’ fees and disbursements) are incurred upon receipt from such Indemnitee of a request therefor (accompanied by invoices or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigativeother relevant documentation) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position accordance with the Company procedures set forth in the D&O Indemnification Agreements in existence on the date of this Agreement; provided, however, that the director or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions), to the fullest extent permitted under applicable Law and (ii) assume all obligations officer of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liabilitywhom expenses are advanced undertakes, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent required under the NCBCA or other applicable Law, to repay such indemnification agreement was made available to Parent prior advanced expenses to the date hereofSurviving Corporation if it is ultimately determined that such director, or officer is not entitled to indemnification under applicable Law or the D&O Indemnification Agreements. In the event any Indemnity Proceeding is brought against any Indemnitee (and in which indemnification could be sought by such Indemnitee hereunder), which Parent, the Surviving Corporation and their respective Subsidiaries shall in each case survive cooperate and use reasonable best efforts to defend against and respond thereto; provided, that none of Parent, the Transactions and continue in full force and effect Surviving Corporation or their respective Subsidiaries shall settle, compromise or consent to the extent permitted by applicable Lawentry of any judgment in such Indemnity Proceeding with respect to any Indemnitee unless such settlement, compromise or consent includes a release of such Indemnitee from all liability arising out of such Indemnity Proceeding or such Indemnitee otherwise consents in writing.

Indemnification and Insurance. (a) From The Surviving Corporation, the Shareholders and the Company agree that, except as may be limited by applicable Laws, for six and one half years from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) shall indemnify, defend and hold harmless each current and former directorany person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, an officer and employee or director ("Covered Parties") of the Company against all losses, claims, damages, liabilities, costs and expenses (including attorneys' fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (whether arising before or after the Effective Time) (each a "Claim") to the extent that any such Claim is based on, or arises out of, (i) the fact that such person is or was a director or officer of its Subsidiaries and each person who served the Company or is or was serving at the request of the Company as a director, officer, member, trustee director or fiduciary officer of another corporation, partnership, joint venture, trust, pension trust or other employee benefit plan enterprise, or enterprise if such service was at the request (ii) this Agreement, or for the benefit any 108 of the Company transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or any of its Subsidiaries (eachfact arising, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement existing or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating occurring prior to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Time, regardless of whether such Claim relating in whole is asserted or in part to this Agreement claimed prior to, at or after the Transactions)Effective Time, to the fullest full extent permitted under applicable Law and (ii) assume all obligations or the Company's Articles of Incorporation, By-laws or indemnification agreements in effect at the Company and its Subsidiaries date hereof, including provisions relating to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided incurred in the defense of any action or suit. Without limiting the foregoing, in the event any Covered Party becomes involved in any capacity in any Claim, then from and after the Effective Time, the Surviving Corporation shall periodically advance to such Covered Party its legal and other expenses (A) including the Company Charter Documents cost of any investigation and the respective organizational documents of each of the Company’s Subsidiaries as currently preparation incurred in effect and (B) any indemnification agreements with an Indemnitee (but only connection therewith), subject to the extent provision by such indemnification agreement was made available Covered Party of an undertaking to Parent prior to reimburse the date hereof), which shall amounts so advanced in each case survive the Transactions and continue in full force and effect to the extent permitted event of a final non-appealable determination by applicable Lawa court of competent jurisdiction that such Covered Party is not entitled thereto.

Indemnification and Insurance. (a) From and after the Effective TimeClosing Date, Parent shall, the Company shall jointly and shall cause the Surviving Corporation to, severally indemnify and hold harmless (i) indemnify, defend and hold harmless each current present and former director, director and officer and employee of the Company BCG Group and any of its Subsidiaries Avalon, and each person who served as a director(ii) in addition, officersolely with respect to the BCG Group, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit named senior executives of the Company BCG Group (in each case, solely to the extent acting in his or any her capacity as such and to the extent such activities are related to the business of its Subsidiaries such entity) (each, an “Indemnitee” and, collectively, the “IndemniteesD&O Indemnified Parties”) against all claims, liabilities, losses, damagesany costs or expenses (including reasonable attorneys’ fees), judgments, fines, penaltieslosses, costs (including amounts paid in settlement claims, damages or compromise) and expenses (including fees and expenses of legal counsel) liabilities incurred in connection with any actual or threatened claimAction, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) , arising out of or pertaining to matters existing or occurring at or prior to the Closing Date, whether asserted or claimed prior to, at or after the Closing Date (each, a “Claim”), whenever assertedto the fullest extent that the relevant member of the BCG Group or Avalon, arising out ofrespectively, relating would have been permitted under applicable Law and subject to the limitations of its respective Organizational Documents and indemnification agreements, if any, in effect from time to time at or in connection with any action or omission relating prior to their position with the Company or its Subsidiaries occurring or alleged Closing to have occurred before or at the Effective Time indemnify such D&O Indemnified Parties (including any Claim relating in whole or in part to this Agreement or the Transactions), advancing of expenses as incurred to the fullest extent permitted under applicable Law and (ii) assume all obligations of Law). After the Company and its Subsidiaries to Closing Date, in the Indemnitees event that any D&O Indemnified Party becomes involved in respect of limitation of liabilityany capacity in any Action based in whole or in part on, exculpationor arising in whole or in part out of, indemnification and advancement of expenses as provided in (A) any matter, including the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent transactions contemplated hereby, existing or occurring at or prior to the date hereof)Closing Date, which the Company shall in each case survive have the Transactions and continue in full force and effect right to assume the defense thereof with counsel reasonably satisfactory to the extent permitted by applicable LawD&O Indemnified Parties.

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and Provider shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless City and its officials, employees and agents (collectively referred to as “Indemnitees”) and each current of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney’s fees) or liabilities (collectively referred to as “Liabilities”) by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the performance or non-performance of Services contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of Provider or its employees, agents or sub-providers (collectively referred to as “Provider”), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default or negligence (whether active or passive) or strict liability of the Indemnitees, or any of them or (ii) the failure of Provider to comply with any of the paragraphs herein or the failure of Provider to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal, state or local, in connection with the performance of this Agreement. Provider expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former director, officer and employee of the Company and any of its Subsidiaries and each person who served as a directorProvider, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (eachsub- providers, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions), to the fullest extent permitted under applicable Law and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided above, for which Provider’s liability to such employee or former employee would otherwise be limited to payments under state Workers’ Compensation or similar laws. Nothing herein shall require Provider to indemnify, defend, or hold harmless any Indemnitee for the Indemnitee’s own gross negligence or willful misconduct. Any and all indemnity provided for in (A) this Contract shall survive the Company Charter Documents expiration of this Contract and the respective organizational documents discharge of all other obligations owed by the parties to each other hereunder and shall apply prospectively not only during the term of the Company’s Subsidiaries this Contract but thereafter so long as currently any liability could be asserted in effect and (B) regard to any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall acts or omissions of Contractor in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Law.performing under this Contract

Indemnification and Insurance. (a) From and after In the event of any threatened or actual Action, whether civil, criminal or administrative, including any such Action in which any Person who is now, or has been at any time prior to the Effective Date, or who becomes prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former a director, officer and officer, employee or agent of the Company and or any of its Subsidiaries, or who is or was serving at the request of the Company or any of its Subsidiaries and each person who served as a director, officer, memberemployee, agent, trustee or fiduciary of another corporationPerson, partnershipis, joint ventureor is threatened to be, trustmade a party or witness based in whole or in part on, pension or other arising in whole or in part out of, or pertaining in whole or in part to (i) the fact that such Person is serving or did serve in any such capacity or (ii) acts or omissions by such Person in the Person’s capacity as a director, officer, employee benefit plan or enterprise if such service was agent of the Company or any of its Subsidiaries or taken at the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with serving at the request of the Company or its Subsidiaries occurring as a director, officer, employee, agent, trustee or alleged to have occurred before fiduciary of another Person), in each case under (i) and (ii), at, or at any time prior to, the Effective Time (including any Claim relating in whole or in part to connection with this Agreement or and the Transactions), Parent, the Surviving Corporation and Buyer will, jointly and severally, indemnify, defend and hold harmless, as and to the fullest extent permitted under or required by applicable Law Law, and (ii) assume all obligations of in addition to and separately from indemnification anticipated to be provided by the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each Parent, the Surviving Corporation, Buyer or its Subsidiaries, and any indemnity agreements applicable to any such indemnitee, against any Losses (including reimbursement for legal and other fees and expenses incurred in advance of the Company’s Subsidiaries as currently in effect and (B) final disposition of any indemnification agreements with an Indemnitee (but only such matter or investigation to each indemnitee to the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the fullest extent permitted by applicable Law).

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former director, officer and employee to assume all obligations of the Company and any of its Subsidiaries and to each person individual who served as at the Effective Time is, or at any time prior to the Effective Time was, a director, officer, member, trustee manager or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries a Subsidiary of the Company (each, an “Indemnitee” and, collectively, the “Indemnitees”) against (i) with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, based on or arising out of, relating to in whole or in part, (A) the fact that an Indemnitee was a director, officer, manager or employee of the Company or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, manager, employee or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with any action or omission relating to their position with serving at the request of the Company or its Subsidiaries occurring such Subsidiary as a director, officer, employee, agent, trustee or alleged to have occurred before fiduciary of another Person (including any employee benefit plan)), in each case under (A) or (B), at, or at any time prior to, the Effective Time (including any Claim claim, suit, action, proceeding or investigation relating in whole or in part to this Agreement or the Transactions), to the fullest extent permitted under applicable Law and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in (A) the Company Charter Documents and the respective organizational documents of each such Subsidiaries as in effect on the date of this Agreement. Without limiting the foregoing, Parent, from and after the Effective Time, shall cause the certificate of incorporation and by-laws of the Company’s Subsidiaries Surviving Corporation to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors, officers, managers and employees and indemnification than are set forth as currently of the date of this Agreement in effect the Company Charter Documents, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, from and after the Effective Time, Parent shall cause the Surviving Corporation to assume all obligations to pay any expenses (Bincluding fees and expenses of legal counsel) of any indemnification agreements Indemnitee under this Section 5.7 (including in connection with enforcing the indemnity and other obligations referred to in this Section 5.7) as incurred to the fullest extent permitted under applicable Law, provided that the person to whom expenses are advanced provides an Indemnitee (but only undertaking to repay such advances to the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted required by applicable Law.

Indemnification and Insurance. (a) From and after the Effective TimeTime through the sixth anniversary of the date on which the Effective Time occurs, each of Parent shall, and shall cause the Surviving Corporation toshall, (i) indemnify, defend indemnify and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person individual who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request Effective Time is, or for at any time prior to the benefit Effective Time was, a director or officer of the Company or any of its Subsidiaries a Subsidiary of the Company, each employee who serves as a fiduciary of a Company Plan and each member of the Benefits Plan Advisory Committee (each, an “Indemnitee” and, collectively, the “Indemnitees”) against with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, based on or arising out of, relating to in whole or in part, (A) the fact that an Indemnitee was a director or officer of the Company or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with any action or omission relating to their position with serving at the request of the Company or its Subsidiaries occurring such Subsidiary as a director, officer, employee, agent, trustee or alleged to have occurred before fiduciary of another Person (including any employee benefit plan)), in each case under (A) or (B), at, or at any time prior to, the Effective Time (including any Claim claim, suit, action, proceeding or investigation relating in whole or in part to this Agreement the Transactions or the Transactionsenforcement of this provision or any other indemnification or advancement right of any Indemnitee), to the fullest extent permitted under applicable Law Law, and (ii) assume all obligations of the Company and its such Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in (A) the Company Charter Documents and the respective organizational documents of each such Subsidiaries or in any agreement in existence as of the Company’s Subsidiaries date hereof and filed as currently in effect an exhibit to or scheduled as an exhibit to any Company SEC Document providing for indemnification between the Company and (B) any indemnification agreements with an Indemnitee (but only director. Without limiting the foregoing, Parent, from and after the Effective Time until six years from the Effective Time, shall cause, unless otherwise required by Law, the articles of incorporation and code of regulations of the Surviving Corporation to contain provisions no less favorable to the extent such Indemnitees with respect to limitation of liabilities of directors and officers and indemnification agreement was made available than are set forth as of the date of this Agreement in the Company Charter Documents, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, from the Effective Time until six years from the Effective Time, Parent shall, and shall cause the Surviving Corporation to, advance any expenses (including fees and expenses of legal counsel) of any Indemnitee under this Section 5.9 (including in connection with enforcing the indemnity and other obligations referred to Parent prior in this Section 5.9) as incurred to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the fullest extent permitted by under applicable Law, provided that the individual to whom expenses are advanced provides an undertaking to repay such advances if it shall be determined that such person is not entitled to be indemnified pursuant to this Section 5.9(a).

Indemnification and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend and 10.1 LICENSEE agrees to hold harmless each current and former directorindemnify BOARD, officer INVENTORS, SYSTEM, UT SOUTHWESTERN, its Regents, officers, employees and employee of the Company and any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries agents (each, an “Indemnitee” and, collectively, the “Indemnitees”) from and against all any claims, liabilitiesdemands, lossesor causes of action whatsoever, damagesrelating to this AGREEMENT, judgmentsbrought by any third party, finesincluding without limitation those arising on account of any injury or death of persons or damage to property caused by, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action resulting from, the exercise or omission relating to practice of the license granted hereunder by LICENSEE, its AFFILIATES or their position with the Company officers, employees, agents or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactions), to the fullest extent permitted under applicable Law and (ii) assume all representatives. The obligations of the Company and its Subsidiaries to the Indemnitees LICENSEE stated in this Paragraph 10.1 shall apply only if an Indemnitee promptly notifies LICENSEE in writing following receipt of written notice of any claim or suit brought against Indemnitee in respect of limitation which Indemnitee intends to invoke the provisions of liability, exculpation, indemnification and advancement of expenses as provided in (A) this Paragraph 10.1. Subject to the Company Charter Documents and the respective organizational documents of each statutory duties of the Company’s Subsidiaries as currently in effect and (B) Texas Attorney General, LICENSEE shall have the right to control the defense of any indemnification agreements with such action, including the right to select counsel to defend an Indemnitee (but only and LICENSEE and to settle any claim or suit with the extent such indemnification agreement was made available to Parent prior to the date hereof)approval of SYSTEM and UT SOUTHWESTERN, which approval will not be unreasonably withheld, conditioned or delayed. LICENSEE shall in each case survive keep the Transactions and continue in full force and effect Indemnitee informed on a regular basis of its defense of any claims pursuant to the extent permitted by applicable Lawthis Paragraph 10.1.

Indemnification and Insurance. (a) From and after the Effective Time, Parent the Surviving Entity shall, and shall cause to the Surviving Corporation tofullest extent permissible by applicable Law, (i) indemnify, defend indemnify and hold harmless each current and former directorindividual who at the Effective Time is, officer and employee of or at any time prior to the Company and any of its Subsidiaries and each person who served as Effective Time was, a director, officer, member, trustee employee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit agent of the Company Partnership or any of its Subsidiaries a Subsidiary of the Partnership (each, an “Indemnitee” and, collectively, the “Indemnitees”) against with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation Action (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, based on or arising out of, relating to in whole or in part, (A) the fact that an Indemnitee is or was a director, officer, employee or agent of the Partnership or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of the Partnership or such Subsidiary or taken at the request of the Partnership or such Subsidiary (including in connection with serving at the request of the Partnership or such Subsidiary as a director, officer, employee, agent, trustee or fiduciary of another Person (including any action employee benefit plan)), in each case under clause (A) or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before (B), at, or at any time prior to, the Effective Time (including any Claim Action relating in whole or in part to this Agreement the Transactions or the Transactions), relating to the fullest extent permitted under applicable Law enforcement of this provision or any other indemnification or advancement right of any Indemnitee) and (ii) assume all obligations of the Company Partnership and its such Subsidiaries to the Indemnitees in respect of limitation of liabilityindemnification, exculpation, indemnification and advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in (A) the Company Charter Partnership Organizational Documents and the respective organizational documents of each such Subsidiaries as in effect on the date of this Agreement or in any agreement in existence as of the Company’s date of this Agreement providing for indemnification between the Partnership or any of its Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only Indemnitee. Without limiting the foregoing, Parent, from and after the Effective Time, shall cause, unless otherwise required by Law, the certificate of limited partnership and agreement of limited partnership of the Surviving Entity to contain provisions no less favorable to the extent such Indemnitees with respect to limitation of liabilities of directors and officers and indemnification agreement was made available than are set forth as of the date of this Agreement in the Partnership Organizational Documents, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, from the Effective Time, the Surviving Entity shall, without requiring a preliminary determination of entitlement to Parent prior indemnification, advance any expenses (including reasonable and documented fees and expenses of legal counsel) of any Indemnitee under this Section 5.07 (including in connection with enforcing the indemnity and other obligations referred to in this Section 5.07) as incurred to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the fullest extent permitted by under applicable Law; provided that the individual to whom expenses are advanced provides an undertaking to repay such advances if it shall be determined that such Person is not entitled to be indemnified pursuant to this Section 5.07(a).

Indemnification and Insurance. (a) From and after For a period of six (6) years from the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former directorindividual who, at or any time prior to the Effective Time, is or was a director or officer and employee of the Company and any of its Subsidiaries and each person of, or who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of of, the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this the Agreement or the Transactions), to the fullest extent permitted under applicable Law and Law, (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries Subsidiary Charter Documents as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to on the date hereof), hereof which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Law and (iii) without limiting the foregoing, at the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, cause the certificate of incorporation and bylaws of the Surviving Corporation to include provisions for limitation of liabilities of directors and officers, indemnification, advancement of expenses and exculpation of the Indemnitees no less favorable to the Indemnitees than as set forth in the Company Charter Documents in effect on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees except as required by applicable Law.

Indemnification and Insurance. (a) From and after the Effective Time, Parent the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, in each case to the fullest extent permissible by applicable Law, (i) indemnify, defend indemnify and hold harmless each current and former directorindividual who at the Effective Time is, or at any time prior to the Effective Time was, a director or officer and employee of the Company and any or of its Subsidiaries and each person who served a Subsidiary of the Company or was serving at the request of the Company or such subsidiary as a director, officer, member, trustee employee or fiduciary agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was Person (including serving at the request or for the benefit of the Company or any of its Subsidiaries such subsidiary with respect to any employee benefit plan) (each, an “Indemnitee” and, collectively, the “Indemnitees”) against with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual Action based on or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out ofof (A) the fact that an Indemnitee is or was a director or officer of the Company or such Subsidiary or was serving at the request of the Company or such subsidiary as a director, relating officer, employee or agent of another Person (including serving at the request of the Company or any such subsidiary with respect to any employee benefit plan) or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director or officer of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with any action or omission relating to their position with serving at the request of the Company or its Subsidiaries occurring or alleged to have occurred before such Subsidiary as a representative of another Person (including any employee benefit plan)), in each case of clauses (A) and (B), at, or at any time prior to, the Effective Time (including any Claim Action relating in whole or in part to the Transactions or relating to the enforcement of this provision or any other indemnification or advancement right of any Indemnitee), and (ii) assume (in the case of the Surviving Corporation, in the Merger without any further action) all obligations of the Company and such Subsidiaries to the Indemnitees in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in the Organizational Documents of the Company and its Subsidiaries, in each case, as in effect on the date of this Agreement or in the Transactions)agreements in effect as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnitee as set forth on Section 5.06(a) of the Company Disclosure Letter. Without limiting the foregoing, from and after the Effective Time, Parent shall cause, unless otherwise required by Law, the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are in the Company’s Organizational Documents as in effect as of the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. In addition, from the Effective Time, the Surviving Corporation shall advance any expenses (including fees and expenses of legal counsel) of any Indemnitee under this Section 5.06 as incurred to the fullest extent permitted under applicable Law and (ii) assume all obligations of Law; provided that the Company and its Subsidiaries person to the Indemnitees in respect of limitation of liability, exculpation, whom expenses are advanced provides an undertaking to repay such expenses if it is ultimately determined that such Indemnitee was not entitled to indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Lawunder this Section 5.06.

Indemnification and Insurance. (a) From and after In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, Parent shalla director, and shall cause officer, employee, fiduciary or agent of Xxxxxx (including Xxxxxx Real Estate Advisors, Inc.) or any of its subsidiaries (the Surviving Corporation to"Indemnified Parties") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) indemnifythe fact that he, defend and hold harmless each current and former she or it is or was a director, officer and officer, employee or agent of the Company and Xxxxxx or any of its Subsidiaries and each person who served subsidiaries, or is or was serving at the request of Xxxxxx or any of its subsidiaries as a director, officer, member, trustee employee or fiduciary agent of another corporation, partnership, joint venture, trust, pension trust or other employee benefit plan enterprise, or enterprise if such service was at the request or for the benefit of the Company (ii) this Agreement or any of its Subsidiaries (eachthe transactions contemplated hereby, an “Indemnitee” and, collectivelywhether in any case asserted or arising before or after the Effective Time, the “Indemnitees”) parties hereto agree to cooperate and use their reasonable best efforts to defend against all and respond thereto. It is understood and agreed that Xxxxxx shall indemnify and hold harmless, and after the Effective Time Buyer shall indemnify and hold harmless, as and to the full extent permitted by applicable law, each Indemnified Party against any losses, claims, damages, liabilities, lossescosts, damagesexpenses (including attorneys' fees and expenses), judgments, fines, penalties, costs (including fines and amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any such threatened or actual or threatened claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether civil, criminal, administrative asserted or investigative) (each, a “Claim”arising before or after the Effective Time), whenever asserted(i) Xxxxxx, arising out of, relating to or in connection with any action or omission relating to their position with and the Company or its Subsidiaries occurring or alleged to have occurred before or at Buyer after the Effective Time (including Time, shall promptly pay expenses in advance of the final disposition of any Claim relating in whole claim, suit, proceeding or in part investigation to this Agreement or the Transactions), each Indemnified Party to the fullest full extent permitted under applicable Law and by law, (ii) assume the Indemnified Parties may retain counsel satisfactory to them, and Xxxxxx, and Buyer after the Effective Time, shall pay all fees and expenses of such counsel for the Indemnified Parties within thirty days after statements therefor are received, and (iii) Xxxxxx and Buyer will use their respective reasonable best efforts to assist in the vigorous defense of any such matter; provided, that neither Xxxxxx nor Buyer shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and provided further that the Buyer shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Any Indemnified Party wishing to claim indemnification under this Section 7.12, upon learning of any such claim, action, suit, proceeding or investigation, shall notify Xxxxxx and, after the Effective Time, Buyer, thereof, provided that the failure to so notify shall not affect the obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only Xxxxxx or Buyer except to the extent such indemnification agreement was made available failure to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Lawnotify materially prejudices such party.

Indemnification and Insurance. (a) From and In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, in which any person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer or employee of Herkimer or Herkimer Bank (the "Indemnified Parties") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director, officer or employee of Herkimer or Herkimer Bank or any of their respective predecessors or (ii) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time, Parent shallthe parties hereto agree to cooperate and defend against and respond thereto to the extent permitted by applicable law and the Certificate of Incorporation and Bylaws of Herkimer or Organization Certificate and Bylaws of Herkimer Bank, as the case may be. It is understood and agreed that after the Effective Time, Partners Trust shall cause the Surviving Corporation to, (i) indemnify, defend indemnify and hold harmless harmless, as and to the fullest extent permitted by applicable law and the Certificate of Incorporation and Bylaws of Herkimer or Organization Certificate and Bylaws of Herkimer Bank, as the case may be, as in effect immediately prior to the Effective Time, each current and former directorsuch Indemnified Party against any losses, officer and employee of the Company and any of its Subsidiaries and each person who served as a directorclaims, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claimsdamages, liabilities, lossescosts, damagesexpenses (including reasonable attorney's fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking required by applicable law), judgments, fines, penalties, costs (including fines and amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel"Damages") in connection with any such threatened or actual or threatened claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether civil, criminal, administrative asserted or investigative) (each, a “Claim”arising before or after the Effective Time), whenever assertedthe Indemnified Parties may retain counsel reasonably satisfactory to Partners Trust; provided, arising out ofhowever, relating that (1) Partners Trust shall have the right to assume the defense thereof and upon such assumption Partners Trust shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with any action the defense thereof, except that if Partners Trust elects not to assume such defense or omission relating counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between Partners Trust and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to their position with Partners Trust, and Partners Trust shall pay the Company or its Subsidiaries occurring or alleged to have occurred before or at reasonable fees and expenses of such counsel for the Effective Time Indemnified Parties, (including any Claim relating in whole or in part 2) Partners Trust shall be obligated pursuant to this Agreement paragraph to pay for only one firm of counsel for each Indemnified Party, (3) Partners Trust shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld or the Transactionsdelayed), and (4) Partners Trust shall not be obligated pursuant to this paragraph to the fullest extent that a final judgment determines that any Damages are as a result of the gross negligence or willful misconduct or result from a decision made by the Indemnified Party when the Indemnified Party had no good faith belief that he or she was acting in the best interests of Herkimer. Partners Trust shall have no obligation to advance expenses incurred in connection with a threatened or pending action, suit or preceding in advance of final disposition of such action, suit or proceeding, unless (i) Partners Trust would be permitted under applicable Law to advance such expenses pursuant to the DGCL and Partners Trust's Certificate of Incorporation or Bylaws, and (ii) assume all Partners Trust receives an undertaking by the Indemnified Party to repay such amount if it is determined that such party is not entitled to be indemnified by Partners Trust pursuant to the DGCL and Partners Trust's Certificate of Incorporation or Bylaws. Any Indemnified Party wishing to claim indemnification under this Section 6.13, upon learning of any such claim, action, suit, proceeding or investigation, shall notify Partners Trust thereof; provided, however, that the failure to so notify shall not affect the obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only Partners Trust under this Section 6.13 except to the extent such indemnification agreement was made available failure to Parent prior to the date hereof), which shall in each case survive the Transactions and notify materially prejudices Partners Trust. Partners Trust's obligations under this Section 6.13 continue in full force and effect for a period of six years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the extent permitted by applicable Lawfinal disposition of such claim. If Partners Trust or any of its successors or assigns shall consolidate with or merge into any other entity and shall not be the continuing or surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets to any entity, then and in each case, the successors and assigns of Partners Trust shall assume the obligations set forth in this Section 6.13.

Indemnification and Insurance. (a) From and after Following the Effective Time, Parent shall, and PNC shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and advance expenses to the present and former directordirectors, officer officers, employees and employee agents of the Company and or any of its Subsidiaries subsidiaries (including the Company Bank), and each any person who served presently or formerly serving at the request of the Company or any of its subsidiaries as a director, officer, memberemployee, agent, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension trust or other enterprise or under or with respect to any employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, "Indemnified Party" and collectively, the “Indemnitees”"Indemnified Parties") against all claims, liabilities, losses, damagescosts or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, penalties, costs (including amounts paid in settlement or compromiseother liabilities (collectively, "Indemnified Liabilities") and expenses (including fees and expenses of legal counsel) incurred in connection with any actual or threatened claim, action, suit, action, proceeding or investigation (investigation, whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating of actions or omissions occurring at or prior to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including the transactions contemplated by this Plan), whether asserted or claimed prior to, at or after the Effective Time (x) to the same extent as such persons are indemnified or have the right to advancement of expenses pursuant to the Governing Documents and indemnification agreements, if any, in effect on the date of this Plan with the Company or any Claim relating of its subsidiaries and (y) without limitation of, and in whole or in part to this Agreement or the Transactionsaddition to, clause (x), to the fullest extent permitted under applicable Law by law. In the event of any such Indemnified Liabilities, (i) PNC shall pay the reasonable fees and expenses of counsel selected by an Indemnified Party promptly after statements therefor are received and shall otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred and (ii) assume PNC shall cooperate in the defense of such matter. If any Indemnified Party is required to bring any action to enforce rights or to collect moneys due under this Plan and is successful in obtaining a decision that it is entitled to enforcement of any right or collection of any money in such action, PNC shall reimburse such Indemnified Party for all obligations of the Company its expenses reasonably incurred in connection with bringing and its Subsidiaries to the Indemnitees in respect of limitation of liabilitypursuing such action including, exculpationwithout limitation, indemnification reasonable attorneys' fees and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Lawcosts.

Indemnification and Insurance. (a) From For a period of one year following the Closing Date, NXT and after NXT Shareholders hereby agree to indemnify the Effective TimeCompany, Parent shalleach of the officers, agents and shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former director, officer and employee directors of the Company and any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company Closing Date against any loss, liability, claim, damage or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to this Agreement or the Transactionsclaim whatsoever), to which it or they may become subject to or rising out of or based on any inaccuracy appearing in or misrepresentation made in this Agreement. The indemnification provided for in this paragraph shall survive the fullest extent permitted under applicable Law Closing and (ii) assume all obligations consummation of the transactions contemplated hereby and termination of this Agreement; and The Company and its Subsidiaries hereby agrees to the Indemnitees in respect of limitation of liabilityindemnify NXT, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries agents, and the NXT Shareholders as currently of the Closing Date against any loss, liability, claim, damage or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in effect and (B) investigating, preparing or defending against any indemnification agreements with an Indemnitee (but only to the extent such indemnification agreement was made available to Parent prior to the date hereoflitigation, commenced or threatened or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made in this Agreement. The indemnification provided for in this paragraph shall in each case survive the Transactions Closing and continue in full force consummation of the transactions contemplated hereby and effect to the extent permitted by applicable Lawtermination of this Agreement.

Indemnification and Insurance. (a) From and after the Effective TimeClosing, Parent Purchaser shall, and shall cause the Surviving Corporation to, Group Companies to (i) indemnify, defend and hold harmless each individual who is a current or former manager, director and former director, officer and employee of the any Group Company and any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “D&O Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the a Group Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time Closing (including any D&O Claim relating in whole or in part to this Agreement or the Transactions), to the fullest extent permitted under applicable Law and (ii) assume all obligations of the Company and its Subsidiaries Group Companies to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Group Company Charter Documents and the respective organizational documents of Documents, in each of the Company’s Subsidiaries case as currently in effect on the date hereof and (B) any indemnification agreements with an Indemnitee Indemnitee, in each case as in effect on the date hereof (but only to the extent such indemnification agreement was correct and complete copies of which shall have been made available to Parent prior to the date hereofPurchaser), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Law. Without limiting the foregoing, from and after the Closing, Purchaser shall ensure that each Group Company fulfills its obligations to the applicable Indemnitees pursuant to the terms of the Group Company Charter Documents, as in effect on the date hereof.

Indemnification and Insurance. (a) From and after the Effective TimeClosing, Parent Purchaser shall, and shall cause the Surviving Corporation Company to, (i) indemnify, defend and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time Closing (including any Claim relating in whole or in part to this Agreement or the Transactionstransactions contemplated hereby), to the fullest extent permitted under applicable Law and (ii) assume all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Constituent Documents of the Company Charter Documents and the respective organizational documents Constituent Documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only that have been provided to the extent such indemnification agreement was made available to Parent Purchaser prior to the date hereof)hereof and that are listed in the Company Disclosure Schedule, which shall in each case survive the Transactions transactions contemplated hereby and continue in full force and effect to the extent permitted by applicable Law in accordance with the terms thereof. Without limiting the foregoing, following the Closing, the Company shall not, and Purchaser shall cause the Company not to, amend, repeal or otherwise modify the certificate of incorporation and bylaws of the Company in a manner that would adversely affect the rights thereunder of the Indemnitees, except as required by applicable Law.

Indemnification and Insurance. (a) From and after In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, Parent shalla trustee, and shall cause officer, employee, fiduciary or agent of the Surviving Corporation toTrust (the "Indemnified Parties") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) indemnifythe fact that he, defend and hold harmless each current and former director, officer and employee of the Company and any of its Subsidiaries and each person who served as she or it is or was a directortrustee, officer, memberemployee or agent of the Trust, trustee or fiduciary is or was serving at the request of the Trust as a trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, pension trust or other employee benefit plan enterprise, or enterprise if such service was at the request or for the benefit of the Company (ii) this Agreement or any of its Subsidiaries (eachthe transactions contemplated hereby, an “Indemnitee” and, collectivelywhether in any case asserted or arising before or after the Effective Time, the “Indemnitees”) parties hereto agree to cooperate and use their reasonable best efforts to defend against all and respond thereto. It is understood and agreed that the Trust shall indemnify and hold harmless, and after the Effective Time Lexington shall indemnify and hold harmless, as and to the full extent permitted by applicable law or the Declaration of Trust of the Trust, each Indemnified Party against any losses, claims, damages, liabilities, lossescosts, damagesexpenses (including attorneys' fees and expenses, judgments, fines, penalties, costs (including fines and amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any such threatened or actual or threatened claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether civil, criminal, administrative asserted or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at after the Effective Time Time); (including i) the Trust, and the Lexington after the Effective Time, shall promptly pay expenses in advance of the final disposition of any Claim relating in whole claim, suit, proceeding or in part investigation to this Agreement or the Transactions), each Indemnified Party to the fullest full extent permitted under applicable Law and by law, (ii) assume the Indemnified Parties may retain counsel satisfactory to them, provided such counsel is reasonably satisfactory to Lexington, and the Trust, and Lexington after the Effective Time, shall promptly pay all fees and expenses of such counsel for the Indemnified Parties after reasonably detailed statements therefor are received, and (iii) the Trust and Lexington will use their respective reasonable best efforts to assist in the vigorous defense of any such matter; provided, that neither the Trust nor Lexington shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and provided further that the Lexington shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. The Indemnified Parties as a group may retain only one law firm to represent them with respect to any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. Any Indemnified Party wishing to claim indemnification under this Section 7.12, upon learning 30 36 of any such claim, action, suit, proceeding or investigation, shall notify the Trust and, after the Effective Time, Lexington, thereof, provided that the failure to so notify shall not affect the obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in (A) the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect and (B) any indemnification agreements with an Indemnitee (but only Trust or Lexington except to the extent such indemnification agreement was made available failure to Parent prior to the date hereof), which shall in each case survive the Transactions and continue in full force and effect to the extent permitted by applicable Lawnotify materially prejudices such party.